rrd104383_117232.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N3Kkw5kdF6UilDkdFT0TI78oddWvp2debkvKlH8Aj+7vHjACgLZ1DfnaQgcHDlek GGK/IJG5xcDfKoOdKMEvRQ== 0001181431-06-032816.txt : 20060524 0001181431-06-032816.hdr.sgml : 20060524 20060524201358 ACCESSION NUMBER: 0001181431-06-032816 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060523 FILED AS OF DATE: 20060524 DATE AS OF CHANGE: 20060524 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VONAGE HOLDINGS CORP CENTRAL INDEX KEY: 0001272830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 113547680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 23 MAIN STREET CITY: HOLMDEL STATE: NJ ZIP: 07733 BUSINESS PHONE: 732-528-2600 MAIL ADDRESS: STREET 1: 23 MAIN STREET CITY: HOLMDEL STATE: NJ ZIP: 07733 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 3i Pan European Technology 2004-06 L.P. CENTRAL INDEX KEY: 0001363881 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51947 FILM NUMBER: 06865502 BUSINESS ADDRESS: STREET 1: 16 PALACE STREET CITY: LONDON STATE: X0 ZIP: SW1E 5JD BUSINESS PHONE: 44 207 928 3131 MAIL ADDRESS: STREET 1: 16 PALACE STREET CITY: LONDON STATE: X0 ZIP: SW1E 5JD REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 3i Global Technology 2004-06 L.P. CENTRAL INDEX KEY: 0001363882 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51947 FILM NUMBER: 06865503 BUSINESS ADDRESS: STREET 1: 16 PALACE STREET CITY: LONDON STATE: X0 ZIP: SW1E 5JD BUSINESS PHONE: 44 207 928 3131 MAIL ADDRESS: STREET 1: 16 PALACE STREET CITY: LONDON STATE: X0 ZIP: SW1E 5JD REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 3I CORP CENTRAL INDEX KEY: 0001108988 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51947 FILM NUMBER: 06865504 BUSINESS ADDRESS: STREET 1: 880 WINTER STREET, SUITE 330 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-890-8300 MAIL ADDRESS: STREET 1: 880 WINTER STREET, SUITE 330 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 3i GROUP PLC CENTRAL INDEX KEY: 0001078716 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51947 FILM NUMBER: 06865505 BUSINESS ADDRESS: STREET 1: 91 WATERLOO ROAD STREET 2: LONDON CITY: ENGLAND SEI8XP STATE: X0 ZIP: 00000 BUSINESS PHONE: 01799283131 MAIL ADDRESS: STREET 1: 91 WATERLOO ROAD STREET 2: LONDON CITY: ENGLAND SEI8XP STATE: X0 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: 31 GROUP PLC DATE OF NAME CHANGE: 19990208 3 1 rrd119424.xml FORM 3 X0202 3 2006-05-23 0 0001272830 VONAGE HOLDINGS CORP VG 0001078716 3i GROUP PLC 16 PALACE STREET LONDON X0 SW1E 5JD UNITED KINGDOM 0 0 1 0 0001108988 3I CORP 880 WINTER STREET, SUITE 330 WALTHAM MA 02451 0 0 1 0 0001363882 3i Global Technology 2004-06 L.P. 16 PALACE STREET LONDON X0 SW1E 5JD UNITED KINGDOM 0 0 1 0 0001363881 3i Pan European Technology 2004-06 L.P. 16 PALACE STREET LONDON X0 SW1E 5JD UNITED KINGDOM 0 0 1 0 Stock Option (Right to Buy) 1.76 2014-08-01 Common Stock 125000 I See Footnotes Stock Option (Right to Buy) 10.27 2015-09-01 Common Stock 62500 I See Footnotes Stock Option (Right to Buy) 13.21 2015-12-01 Common Stock 8929 I See Footnotes Stock Option (Right to Buy) 15.06 2016-03-01 Common Stock 8929 I See Footnotes Series C Redeemable Convertible Preferred Stock Common Stock 6857142 I See Footnotes Series D Redeemable Convertible Preferred Stock Common Stock 3563114 I See Footnotes Series E Redeemable Convertible Preferred Stock Common Stock 2426255 I See Footnotes The options vest in equal monthly installments over a period of four years beginning on September 1, 2004. 3i Corporation ("3i Corp.") and 3i Investments plc ("3i Investments") are each 100% indirect subsidiaries of 3i Group plc. As a result, 3i Group plc may be deemed to share voting and dispositive power with respect to the shares deemed to be beneficially owned by 3i Corp. or 3i Investments. 3i Group plc disclaims beneficial ownership of the shares owned by each of 3i Corp. and 3i Investments, except to the extent of its pecuniary interest therein. (Continued to Footnote 3) Either 3i Corp. or 3i Investments acts as the manager of 3i Global Technology 2004-06 L.P. ("3i Global Tech"), 3i Pan European Technology 2004-06, L.P. ("3i Pan European"), 3i Technology Partners, L.P. ("3i Tech Partners") and Mayflower, L.P. ("Mayflower"), and, as such, has the discretionary power to control the exercise of the investment and voting power of the shares owned by such entities. Each of 3i Corp. and 3i Investments disclaims beneficial ownership of the shares owned by 3i Global Tech, 3i Pan European, 3i Tech Partners and Mayflower, except to the extent of its pecuniary interest therein. The shares listed on this Form 3 are the same shares reported by 3i Group plc. on its Form 3 filed May 23, 2006 and are reported on this Form 3 soley to add 3i Corp., 3i Global Tech and 3i Pan European as reporting persons. Represents stock options held by 3i Corp. Following consummation of the Issuer's initial public offering, the reporting persons herein will cease to hold, directly or indirectly, more than 10% of any class of any equity security of the issuer (determined in accordance with the rules for determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and therefore will no longer be subject to the disclosure and other requirements of Section 16 of the Exchange Act. These options vest in equal monthly installments over a period of four years beginning on October 1, 2005. These options vest in equal monthly installments over a period of four years beginning on January 1, 2006. These options vest in equal monthly installments over a period of four years beginning on April 1, 2006. The convertible preferred stock is immediately convertible on a 1:2.86 basis and has no expiration date. The convertible preferred stock will automatically convert upon consummation of the Issuer's initial public offering. Represents shares held by 3i Tech Partners. Includes 1,213,128 shares held by 3i Tech Partners, 530,742 shares held by 3i Pan European, 90,985 shares held by 3i Global Tech and 591,400 shares held by Mayflower. Exhibit 24 - Power of Attorney /s/ Tristan Segonds 2006-05-23 /s/ Mikko Jussi-Suonenlahti 2006-05-23 /s/ Mikko Jussi-Suonenlahti 2006-05-23 /s/ Mikko Jussi-Suonenlahti 2006-05-23 EX-24. 2 rrd104383_117232.htm POWER OF ATTORNEY rrd104383_117232.html

                                   Exhibit 24

                                   Logo of 3i
Power of attorney

granted by Mayflower L.P. and others
3i Legal
91 Waterloo Road
London
SE1 8XP

Power of attorney

This power of attorney is given in London on 7th September 2005 by each of the
persons listed in Schedule 1 below (together the "Investors" and each an
"Investor").

Recitals:

A    Mayflower L.P. ('Mayflower') of 22 Grenville Street, St Hellier, Jersey is
     a Jersey Limited Partnership registered in Jersey under the Limited
     Partnerships (Jersey) Law 1994 under registered number LP 282.

B    Mayflower GP Limited of 91 Waterloo Road, London SE1 8XP is the general
     partner of Mayflower and has the power (by virtue of Limited Partnerships
     (Jersey) Law 1994 and the agreements constituting Mayflower) to execute
     documents on behalf of and do any other act or thing so as to bind
     Mayflower and (in accordance with the aforesaid agreements) Mayflower GP
     Limited has been requested to execute and issue this power of attorney.

C    The Investors (other than Mayflower) are English Limited Partnerships
     registered in England and Wales under the Limited Partnerships Act 1907
     with the numbers set against their names in the second column of the
     schedule (the "English Partnerships"). The principal place of business of
     each English Partnership is 91 Waterloo Road, London SE1 8XP. The English
     Partnerships enter into this agreement acting by their respective general
     partners (as set against their names in the third column of the schedule)
     (the "GPs").

D    Each GP has power under the Partnership Act 1890, the Limited Partnerships
     Act 1907 and the agreement constituting the relevant English Partnership to
     execute documents on behalf of and do any other act or thing to bind the
     English Partnerships. Each GP has (in accordance with those agreements)
     been requested to execute and issue this power of attorney by the relevant
     English Partnership.

Now this deed witnesses:

1.   Each Investor appoints each of the persons named in Schedule 2 below (the
     "Attorneys") to be its attorney with authority (in connection with any
     investment or divestment made or to be made by or on behalf of the
     Investor) to execute on the Investor's behalf any deed or other document
     and do all other things necessary to complete investments or divestments in
     the name of or on behalf of the Investor and to exercise all rights in
     respect of those investments and generally to take any actions deemed
     necessary or desirable by the Attorneys in connection with the foregoing.
     The Attorneys may execute either in their own names for and on behalf of
     the relevant Investor or in the name of the relevant Investor.

2.   Each Investor intends that any deed signed on its behalf by the Attorney
     will have the same effect as if it had been executed under the common seal
     of the general partner of the Investor.

3.   Each Investor agrees to ratify and hold valid everything that the Attorney
     does whilst acting under the authority conferred on it by the relevant
     Investor under this power of attorney.

4.   The Investors declare that a person (including, but not limited to, a firm,
     body corporate, unincorporated association or authority) who deals with any
     of the Attorneys in good faith may accept a written statement signed by any
     of the Attorneys to the effect that this power of attorney has not been
     revoked as conclusive evidence of that fact.

5.   This power of attorney shall expire on 30 September 2006.

6.   This power of attorney is governed by the laws of England and Wales, but it
     may be enforced in any jurisdiction.

7.   This power of attorney is a deed and has been executed by each Investor as
     a deed.

Schedule 1

The Investors

- --------------------------------------------------------------------------------
                                                (3)
The Investors(1)                 (2)            General partner
Name of Investor                 Registered     Number
- --------------------------------------------------------------------------------
Mayflower L.P.                   See recital A  See recital B

3i Global Technology 2004-06 LP  LP 09321       3i Group Investments GP Limited

3i Pan European Technology       LP 09317       3i Group Investments GP Limited
 2004-06 LP

3i Group Investments LP          LP 06504       3i Group Investments GP Limited
- --------------------------------------------------------------------------------

Schedule 2

The Attorneys

Peter John Bollier
Allan Robert Ferguson
Mikko  Jussi-Suonenlahti
Marko Michael Maschek
David  Wyndham  Aslin
Joseph  Sanford  Miller
Robin Paul Murray
Kevin Robards Scott
David Richard Silverman

IN WITNESS WHEREOF the Common Seal of Mayflower GP Limited (as general partner
of Mayflower L.P.) was hereunto affixed in the presence of:

/s/ Robin Christian Jack-Kee
- ---------------------------------
Authorised Sealing Officer                 05/03

IN WITNESS WHEREOF the Common Seal of 3i Group Investments GP Limited (as
general partner of 3i Global Technology 2004-06 LP) was hereunto affixed in the
presence of:

/s/ Robin Christian Jack-Kee
- ---------------------------------
Authorised Sealing Officer                 05/49

IN WITNESS WHEREOF the Common Seal of 3i Group Investments GP Limited (as
general partner of 3i Pan European Technology 2004-06 LP) was hereunto affixed
in the presence of:

/s/ Robin Christian Jack-Kee
- ---------------------------------
Authorised Sealing Officer                 05/50

IN WITNESS WHEREOF the Common Seal of 3i Group Investments GP Limited (as
general partner of 3i Group Investments LP) was hereunto affixed in the presence
of:

/s/ Robin Christian Jack-Kee
- ---------------------------------
Authorised Sealing Officer                 05/51

-----END PRIVACY-ENHANCED MESSAGE-----