Principal Shareholders
PRINCIPAL STOCKHOLDERS
The following table sets forth information known to us regarding the
beneficial ownership of our common stock as of November 30, 2000, and as
adjusted to reflect the sale of the common stock offered hereby, by:
. each stockholder who is known by us to beneficially own more than 5%
of common stock;
. our Chairman and our four other most highly compensated executive
officers;
. each of our directors; and
. all of our executive officers and directors as a group.
Percent
Beneficial Percent Owned
Ownership Prior Owned Prior After
Stockholder to Offering(1) to Offering Offering
----------- --------------- ----------- --------
Dr. Valentin P. Gapontsev (2)............ 30,053,000 76%
Hon. John H. Dalton...................... 135,000 *
Dr. Eugene Shcherbakov (3)............... 300,000 *
Timothy P. V. Mammen (4)................. 62,500 *
John Geagea.............................. 0 *
Dr. Denis Gapontsev (5).................. 2,500,000 6
Dr. William F. Krupke (6)................ 12,500 *
Robert A. Blair.......................... 490,000 1
Michael C. Child (7)..................... 3,704 *
IP Fibre Devices Ltd..................... 11,150,000 28
Entities affiliated with TA Associates,
Inc (8)................................. 2,000,000 5
All directors and executive officers as a
group (9 persons)....................... 35,494,204 89
--------
* represents less than 1%
(1) The number of shares beneficially owned and the percentage of share
outstanding are based on (a) 39,683,934 shares outstanding as of November
30, 2000 and assuming the conversion of 4,300,000 shares of our Series A
and Series B preferred stock (b) shares outstanding after completion of
this offering, assuming no exercise of the underwriters' over-allotment
option. Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with respect to
securities. All shares of common stock subject to options exercisable
within 60 days following September 30, 2000 are deemed to be outstanding
and beneficially owned by the person holding those options for the purpose
of computing the number of shares beneficially owned and the percentage of
ownership of that person. They are not, however, deemed to be outstanding
and beneficially owned for the purpose of computing the percentage
ownership of any other person. Except as indicated in the other footnotes
to the table and subject to applicable community property laws, based on
information provided by the persons named in the table, these persons have
sole voting and investment power with respect to all shares of the common
stock shown as beneficially owned by them. Unless otherwise noted below,
the address of each of the individuals named above is c/o IPG Photonics
Corporation, P.O. Box 519, 660 Main Street, Sturbridge, MA 01566.
(2) Excludes shares beneficially owned by Dr. Denis Gapontsev, for which Dr.
Valentin Gapontsev disclaims beneficial ownership. Includes all shares
beneficially owned by IP Fibre Devices, of which Dr. Valentin Gapontsev
owns 53% of its ordinary shares.
(3) Excludes shares beneficially owned by IP Fibre Devices of which Dr.
Shcherbakov owns 8% of its ordinary shares, for which he disclaims
beneficial ownership.
(4) Includes 62,500 shares of common stock issuable upon exercise of options
that are exercisable within sixty days of September 30, 2000. Excludes
shares beneficially owned by Peter Mammen, for which Timothy Mammen
disclaims beneficial ownership.
(5) Excludes shares beneficially owned by Dr. Valentin Gapontsev, for which Dr.
Denis Gapontsev disclaims beneficial ownership. Excludes shares
beneficially owned by IP Fibre Devices of which Dr. Denis Gapontsev owns
15% of its ordinary shares, for which he disclaims beneficial ownership.
(6) Includes 12,500 shares of common stock beneficially owned by Dr. Krupke
under a stock option granted to him for service as a member of our National
Advisory Board.
(7) Mr. Child disclaims beneficial ownership of all shares held by affiliates
of TA Associates, Inc. of which Mr. Child is a Managing Director, except to
the extent of 3,704 shares of common stock in which he has an ownership
interest through TA Investors LLC.
(8) Includes 1,028,000 shares held by TA IX, L.P., 480,000 shares held by
TA/Advent VIII L.P., 444,480 shares held by TA/Atlantic and Pacific IV
L.P., 17,360 shares held by TA Executives Fund LLC and 30,160 shares held
by TA Investors LLC. TA IX, L.P., TA/Advent VIII L.P., TA/Atlantic and
Pacific IV L.P., TA Executives Fund LLC and TA Investors LLC are part of an
affiliated group of investment partnerships. The general partner of
TA/Advent VIII L.P. is TA Associates VIII LLC. In such capacity, TA
Associates, Inc., through an executive committee, exercises sole voting and
investment power with respect to all shares held of record by the named
investment partnerships; individually, no stockholder, director or officer
of TA Associates, Inc., is deemed to have or share such voting or
investment power. The address of TA Associates, Inc. is 125 High Street,
High Street Tower, Suite 2500, Boston, MA 02110. |
