Principal Shareholders
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial ownership
of our common stock as of March 1, 2000 and as adjusted to reflect the sale of
the common stock offered by Sunrise by this prospectus by:
. each of our directors and the officers listed in the summary
compensation table;
. all directors and executive officers as a group;
. each person who is known to us to own beneficially more than 5% of its
common stock; and
. each of the selling stockholders.
Except as otherwise noted, the address of each person listed in the table is
c/o Sunrise Telecom, Inc., 22 Great Oaks Boulevard, San Jose, California 95119.
The table includes all shares of common stock issuable within 60 days of March
1, 2000 upon the exercise of options and other rights beneficially owned by the
indicated stockholders on that date. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
includes voting and investment power with respect to shares. To our knowledge,
except under applicable community property laws or as otherwise indicated, the
persons named in the table have sole voting and sole investment control
regarding all shares beneficially owned. The applicable percentage of ownership
for each stockholder is based on 15,227,417 shares of common stock outstanding
as of March 1, 2000, together with applicable options for that stockholder.
Shares of common stock issuable upon exercise of options and other rights
beneficially owned ware deemed outstanding for the purpose of computing the
percentage ownership of the person holding these options and other rights, but
are not deemed outstanding for computing the percentage ownership of any other
person.
Shares Beneficially Shares Beneficially
Owned Prior to Offering Number of Owned After Offering (1)
------------------------------ Shares ---------------------------
Holders Number Percent Offered Number Percent
------- -------------- --------------------- ------------ ------------
Paul Ker-Chin Chang..... 4,427,000(2) 29.1%
Paul A. Marshall........ 4,041,000(3) 26.5
Robert C. Pfeiffer...... 2,155,000 14.2
Peter L. Eidelman....... 50,000(4) *
Patrick Peng-Koon Ang... -- --
Henry P. Huff........... -- --
Jennifer J. Walt........ 146,750 1.0
All directors and
executive officers as a
group (seven persons).. 10,819,750(4) 70.8
Selling Stockholders:
---------------------
* Less than one percent of the outstanding shares of common stock.
(1) Assumes no exercise of the Underwriters' over-allotment option.
(2) Includes 10,600 shares held as custodian for minor child.
(3) Includes 400 shares held as custodian for minor child.
(4) Includes 44,500 shares issuable upon exercise of outstanding options, which
are exercisable within 60 days of March 1, 2000.
We will pay all costs and expenses of the offering, other than the
underwriting discount relating to shares sold by the selling stockholders, the
fees and disbursements of legal counsel and other advisors to the selling
stockholders and stock transfer and other taxes attributable to the sale of
shares by the selling stockholders, which will be paid by the selling
stockholders. |
