fascinating.....
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of March 31, 1997, and as
adjusted to reflect the sale of the shares of Common Stock offered hereby, by
(i) each person or entity known to the Company to own beneficially more than 5%
of the Company's Common Stock; (ii) each of the Company's directors; (iii) each
of the Named Executive Officers; and (iv) all directors and executive officers
as a group.
<TABLE>
<CAPTION>
PERCENTAGE
BENEFICIALLY
NUMBER OF OWNED(2)(3)
SHARES ---------------------
BENEFICIALLY PRIOR TO AFTER
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED(2) OFFERING OFFERING
- ------------------------------------------------------------ ------------ -------- --------
<S> <C> <C> <C>
5% STOCKHOLDERS
Advent Group(4)........................................... 1,300,994 32.0% 22.2%
101 Federal Street
Boston, MA 02110
Baxter Healthcare Corporation(5).......................... 981,134 24.1 16.7
One Baxter Parkway
Deerfield, IL 60015
Nestle Clinical Nutrition, Inc. .......................... 798,744 19.6 13.6
900 North Brand Boulevard
Glendale, CA 91203
Clintec International, Inc. .............................. 698,744 17.2 11.9
One Baxter Parkway
Deerfield, IL 60015
Boehringer Ingelheim International GmbH................... 500,000 -- 8.5
D-55216 Ingelheim am Rhein
Germany(6)
The Venture Capital Fund of New England III, L.P. ........ 368,764 9.1 6.3
160 Federal Street, 23rd Floor
Boston, MA 02110 (7)
DLJ Capital Corporation(8)................................ 361,448 8.9 6.2
277 Park Avenue
New York, NY 10172
DIRECTORS
Jerry T. Jackson(9)....................................... 27,506 * *
Philippe Chambon, M.D., Ph.D.(8).......................... 361,448 8.9 6.2
Frank L. Douglas, M.D., Ph.D.(10)......................... 16,668 * *
Richard W. Hunt(11)....................................... 981,134 24.1 16.7
William C. Mills III(12).................................. 368,764 9.1 6.3
Gerard M. Moufflet(4)..................................... 1,300,994 32.0 22.2
NAMED EXECUTIVE OFFICERS
Hector J. Gomez, M.D., Ph.D.(13).......................... 80,498 1.9 1.4
John J. Whalen, M.D.(14).................................. 19,720 * *
B. Nicholas Harvey(15).................................... 31,661 * *
All directors and executive officers as a group
(nine persons)(16)..................................... 3,188,393 75.8 53.1
</TABLE>
- ---------------
* Less than 1%
(1) Unless otherwise indicated, the address for each beneficial owner is c/o
the Company, 640 Memorial Drive, Cambridge, Massachusetts 02139.
(2) The inclusion herein of any shares of Common Stock as beneficially owned
does not constitute an admission of beneficial ownership of those shares.
Unless otherwise indicated, each person listed above has sole investment
and voting power with respect to the shares listed. In accordance with the
rules of the Securities and Exchange Commission, each person is deemed to
beneficially own any shares issuable upon exercise of stock options or
warrants held by such person that are currently
52
<PAGE> 53
exercisable or that become exercisable within 60 days after March 31, 1997,
and any reference in these footnotes to shares subject to stock options or
warrants held by the person in question refers only to such shares.
(3) The number of shares deemed outstanding for purposes of calculating these
percentages is comprised of the 3,912,065 shares outstanding as of March
31, 1997, which gives effect to the conversion into shares of Common Stock
of all outstanding shares of Series A, Series B and Series C Preferred
Stock, and (ii) the exchange of all of the Company's outstanding
Nonconvertible Redeemable Preferred Stock for an aggregate of 103,900
shares of Common Stock. Shares held by the person in question include
shares subject to stock options and warrants exercisable within 60 days
after March 31, 1997.
(4) Represents 826,266 shares held by Global Private Equity II Limited
Partnership, 332,815 shares held by Rovent II Limited Partnership, 138,190
shares held by Advent Performance Materials Limited Partnership and 3,723
shares held by Advent International Investors II Limited Partnership (the
"Advent Group"). Includes an aggregate of 21,685 Bridge Warrant Shares. Mr.
Moufflet, a director of the Company, is Senior Vice President of Advent
International Corporation, which is a general partner of Advent
International Investors II Limited Partnership and of Advent International
Limited Partnership, the general partner of each of the other members of
the Advent Group. Mr. Moufflet disclaims beneficial ownership of all such
shares.
(5) Includes 698,744 shares held by Clintec International, Inc., a wholly owned
subsidiary of Baxter and 15,953 Bridge Warrant Shares.
(6) Consists of $5.0 million of equity securities of the Company which, under
the BI Equity Investment, BI has agreed to purchase in a private placement.
BI has expressed its intention to fulfill this obligation by purchasing
500,000 shares in the Offering.
(7) Includes 5,028 Bridge Warrant Shares.
(8) Represents 312,034 shares held by Sprout Capital VI, L.P. (including 3,669
Bridge Warrant Shares) and 49,414 shares held by DLJ Capital Corporation
(including 581 Bridge Warrant Shares), with respect to all of which Dr.
Chambon shares voting and investment power. DLJ Capital Corporation is the
managing general partner of Sprout Capital VI, L.P. Dr. Chambon is General
Partner of Sprout Group.
(9) Includes 10,006 shares subject to stock options and 2,500 Bridge Warrant
Shares held by Mr. Jackson.
(10) Includes 6,668 shares subject to stock options held by Dr. Douglas.
(11) Represents 698,744 shares held by Clintec International, Inc. and 282,390
shares held by Baxter. Mr. Hunt is Vice President, Corporate Development of
Baxter International, Inc. and shares voting power with respect to shares
held by Clintec's sole stockholder, Baxter.
(12) Represents 368,764 shares held by the VCFNE, with respect to which Mr.
Mills shares voting and investment power. Mr. Mills is a general partner of
FH & Co. III, L.P., a general partner of the VCFNE.
(13) Includes 72,998 shares subject to stock options and 1,900 Bridge Warrant
Shares held by Dr. Gomez.
(14) Includes 17,920 shares subject to stock options and 600 Bridge Warrant
Shares held by Dr. Whalen.
(15) Represents 31,661 shares subject to stock options held by Mr. Harvey.
(16) Includes 139,253 shares subject to stock options and an aggregate of 51,916
Bridge Warrant Shares. |
