Brendan, Sankar,
Let this put a stop to the discussion:
sec.gov
This is the link into the SEC EDGAR archive where the official IOM
proxy statement is filed and also the 13Gs that have been filed over
the past several months.
READ them for yourself. Don't wait for anything to arrive by mail.
This is what is filed with the US Government.
It says that Identa did not buy any 'new' shares, they just have the
original 11MM split adjusted to 22MM. Sorry, but that's what the proxy
statement says. That's also what the Form 13G/A says.
- --------------------------------------------------------------------------------
STOCK OWNERSHIP INFORMATION
- --------------------------------------------------------------------------------
OWNERSHIP BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding ownership of
the Company's Common Stock as of January 31, 1998 by each director, certain
executive officers and the holders of more than five percent of the Company's
outstanding Common Stock. All information in this Proxy Statement has been
adjusted to reflect the two-for-one stock split, effected by means of a 100%
stock dividend paid on December 22, 1997 to stockholders of record on December
1, 1997.
<TABLE>
<CAPTION>
SHARES
ACQUIRABLE TOTAL PERCENT
SHARES WITHIN 60 BENEFICIAL OWNER-
BENEFICIAL OWNER OWNED (1) DAYS (2) OWNERSHIP SHIP
- ---------------- --------- + ---------- = ---------- -------
<S> <C> <C> <C> <C>
Idanta Partners Ltd. (3).................... 21,179,712 0 21,179,712 8.1%
FMR Corp. (4)............................... 15,878,200 0 15,878,200 6.1%
Willem H.J. Andersen........................ 9,160 10,126 19,286 *
Robert P. Berkowitz......................... 2,000 0 2,000 *
David A. Duke............................... 0 0 0 --
David J. Dunn............................... 23,981,726(5) 0 23,984,126 9.2%
Kim B. Edwards.............................. 1,320,419(6) 2,988,500 4,308,918 1.6%
Michael J. Kucha............................ 151,032(7) 0 151,032 *
John R. Myers............................... 14,320 137,000 151,320 *
John E. Nolan............................... 120,000(8) 300,000 420,000 *
The Honorable John E. Sheehan............... 80,000 0 80,000 *
James E. Sierk.............................. 0 0 0 --
Laurie Bartlett Keating..................... 21,600 25,000 46,600 *
Edward D. Briscoe........................... 0 415,024 415,024 *
Leonard C. Purkis........................... 115,560(9) 277,000 392,560 *
M. Wayne Stewart............................ 0 311,024 311,024 *
All current directors and executive officers
as a group (21 persons)................... 26,948,202(10) 4,548,650 31,496,852 11.8%
</TABLE>
- ---------------
* Less than 1%
(1) For each person, the number in the "Shares Owned" column may include shares
attributable to the person because of that person's voting or investment
power or other relationship.
(2) Under the rules of the Securities and Exchange Commission (the "SEC"), a
person is deemed to have "beneficial ownership" of any Common Stock over
which that person has or shares voting or investment power, plus any Common
Stock that person may acquire within 60 days, including through the
exercise of a stock option or the conversion of a convertible security. For
each person other than Mr. Andersen, the number in the "Shares Acquirable
Within 60 Days" column constitutes shares covered by options exercisable
within 60 days after January 31, 1998. Mr. Andersen's shares are issuable
upon the conversion of 6 3/4% Convertible Subordinated Notes due 2001.
(3) The address of Idanta Partners Ltd. ("Idanta") is 4660 La Jolla Village
Drive, Suite 850, San Diego, CA 92122.
(4) Based on a report filed in February 1998 by FMR Corp. ("FMR"), Edward C.
Johnson 3d and Abigail P. Johnson under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The report discloses their
beneficial ownership of shares of the Company's Common Stock as of December
31, 1997. Of such shares, FMR reported that it has sole investment power
with respect to 15,878,200 shares and sole voting power with respect to
203,400 shares. Mr. Johnson and Ms. Johnson are directors and stockholders
of FMR. The address of FMR is 82 Devonshire Street, Boston, MA 02109.
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(5) Consists of 2,802,014 shares held by a family trust of which Mr. Dunn is
trustee (the "Trust"), and 21,179,712 shares held by Idanta, with respect
to which the Trust is a managing general partner. Mr. Dunn shares voting
and investment power with respect to such shares. Excludes 2,400 shares
held by Mr. Dunn's spouse. Mr. Dunn disclaims beneficial ownership of all
of the foregoing shares.
(6) Includes 12,000 shares held by Mr. Edwards' spouse, as to which shares Mr.
Edwards disclaims beneficial ownership.
(7) Consists of 30,000 shares held by Mr. Kucha as custodian for his children,
as to which Mr. Kucha disclaims beneficial ownership, and 121,032 shares
held as co-trustee with his spouse.
(8) Includes 20,000 shares held by the Nolan Family Foundation, as to which Mr.
Nolan disclaims beneficial ownership.
(9) Consists of 110,400 shares held by trusts of which Mr. Purkis and his
spouse are trustees and 5,160 shares held by Mr. Purkis' children.
(10) Includes 21,179,712 shares of Common Stock held by Idanta.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of reports submitted to the Company with respect to the
1997 fiscal year, except as follows, all reports regarding beneficial ownership
of securities of the Company required to be filed under Section 16(a) of the
Exchange Act were timely filed.
A report on Form 3 (Initial Statement of Beneficial Ownership) was filed
late by James Kelly. A stock purchase in September 1997 by Kevin O'Connor,
required to be reported on Form 4 (Statement of Changes in Beneficial
Ownership), was reported late.
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