Principal Shareholders
PRINCIPAL STOCKHOLDERS
The following shows the number and percentage of outstanding shares of our
common stock that were owned as of March 24, 1999 and that will be owned
following this offering assuming no exercise and full exercise by the
underwriters of their over-allotment option by:
. all persons known by us to own beneficially more than 5% of the common
stock;
. each director, director nominee and executive officer; and
. all directors, director nominees and executive officers as a group.
An asterisk indicates ownership of less than 1%.
As of March 24, 1999, there were 4,882,500 shares of common stock
outstanding. Following this offering, we will have outstanding 19,541,494
shares of common stock, assuming the underwriters do not exercise their over-
allotment option, or 21,135,244 shares, assuming the underwriters exercise
their over-allotment option in full. These amounts include, in each case,
7,133,200 shares of common stock we will issue as consideration for the
acquisitions of our ISPs. At the time of the closing of this offering we will
also have outstanding options to purchase 4,150,265 shares of common stock at
the initial public offering price, including 1,118,050 options which will be
exercisable immediately following this offering. The number of shares owned by
each of Messrs. Smith and Shay after the offering includes 100,000 shares
issuable upon exercise of options granted to each of them that are exercisable
within 60 days of the closing date of this offering.
We originally issued 4,882,500 shares of common stock to our founders and
employees. The number of shares outstanding after the offering may be reduced
under the terms of a stockholders agreement among 14 of these stockholders. If
necessary to preserve the tax-deferred nature of the transactions in which we
will acquire our 17 ISPs, these 14 stockholders have agreed to forfeit up to
974,206 shares, on a pro rata basis, so that the total number of shares that
were owned by our founders and employees immediately before this offering will
not exceed 20% of the total number of shares of common stock outstanding
following this offering. The following table reflects this reduction with and
without the underwriters' over-allotment option. If, however, any of Messrs.
Smith, Shay or Ledecky purchases a significant number of shares in this
offering, this forfeiture could be significantly reduced or may not occur at
all. If none of their shares are forfeited, the 14 stockholders that are
parties to the stockholders agreement will benefically own approximately 23.5%
of our outstanding common stock after the offering.
Mr. Jenkins is the founder and controlling stockholder of JPS.Net. Mrs.
Cisneros' shares are held by SWIFT Company (B.V.I.) Limited, which is wholly
owned by Mrs. Cisneros and, therefore, beneficial ownership of the shares of
our common stock owned by SWIFT is attributed to her.
After Offering After Offering
(no exercise of (full exercise of
Before Offering over-allotment option) over-allotment option)
----------------------- ----------------------- -----------------------
Number of Number of Number of
Shares Shares Shares
Beneficially Percentage Beneficially Percentage Beneficially Percentage
Name and Address Owned Ownership Owned Ownership Owned Ownership
---------------- ------------ ---------- ------------ ---------- ------------ ----------
Stephen E. Smith........ 1,360,000 27.9% 1,185,547 6.0% 1,275,345 6.0%
50 Hawthorne Road
Southhampton, NY 11968
Michael C. Crabtree..... -- -- 154,963 * 154,963 *
1127 North Broadway
Knoxville, TN 37919
Dewey K. Shay........... 1,012,500 20.7 908,173 4.6 975,027 4.6
50 Hawthorne Road
Southhampton, NY 11968
Martin R. Lyons......... 200,000 4.1 159,640 * 172,845 *
50 Hawthorne Road
Southhampton, NY 11968
M. Cristina Dolan....... 100,000 2.0 79,820 * 86,423 *
50 Hawthorne Road
Southhampton, NY 11968
Allon H. Lefever........ 40,000 * 165,603 * 165,603 *
212 Spottswood Lane
Lancaster, PA 17601
Thomas R. Eisenmann..... -- -- -- -- -- --
Harvard Business
School
Baker West 188
Soldiers Field
Boston, MA 02163
Donald R. Kaufmann...... -- -- -- -- -- --
4139 Oregon Pike
Ephrata, PA 17522
Ella Fontanals de
Cisneros .............. -- -- 1,010,000 5.2 1,010,000 4.8
Calle Caribay
Qta. Los Cisnes
Caracas, Venezuela
Robert J. Dole.......... -- -- -- -- -- --
901 15th Street, N.W.
Washington, DC 20005
Bradley L. Jenkins...... -- -- 981,493 5.0 981,493 4.6
770 L Street, Suite
960,
Sacramento, CA 95814
Jonathan J. Ledecky..... 2,000,000 41.0 1,596,394 8.2 1,728,450 8.2
1400 34th Street, N.W.
Washington, D.C. 20007
All directors, director
nominees and executive
officers as a group
(10 persons)........... 2,712,500 55.5% 3,663,746 18.6% 3,840,206 18.0%
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