See table below from filing and espec. notes 7&8
5% Beneficial Owners, Directors, Number of Shares Percent of Shares Outstanding (3)
-------------------------------------------
Nominees for Director, Named Officers Beneficially Owned (1)(2) Before the Offering After the Offering
---------------------------------------------------------- --------------------------- --------------------- --------------------
<S> <C> <C> <C>
Comcast ICG, Inc. (4).................................... 10,623,500
c/o Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102
CPQ Holdings, Inc. (5)................................... 5,000,000
c/o Compaq Computer Corporation
20555 SH 249
Building 11
Houston, Texas 77070
Internet Assets, Inc. (6)................................ 5,000,000
Sahab Tower
Fahad Alsalim Street, 10th Floor
P.O. Box 3216
Safat, 13033, Kuwait
Safeguard 98 Capital L.P. (7)............................ 21,125,000
103 Springer Building
3400 Silverside Road
Wilmington, Delaware 19810
Safeguard Scientifics (Delaware), Inc. (8)............... 21,125,000
103 Springer Building
3400 Silverside Road
Wilmington, Delaware 19810
R.A.F. Ventures VII, L.P. (9)............................ 6,536,550
One Pitcairn Place, Suite 2100
165 Township Line Road
Jenkintown, Pennsylvania 19046-3953
Douglas Alexander (10)...................................
Julian A. Brodsky (11)...................................
Walter W. Buckley, III (12)..............................
E. Michael Forgash (13)..................................
Kenneth A. Fox (14)......................................
Dr. Thomas P. Gerrity (15)...............................
Scott E. Gould...........................................
Robert E. Keith, Jr. (16)................................
Robert Pollan (17).......................................
All executive officers and directors as a group (14
persons) (10) (11) (12) (13) (14) (15) (16) (17)......
</TABLE>
------------------------------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Unless otherwise noted, we
believe that all persons named in the table have sole voting and sole
investment power with
60
<PAGE>
respect to all shares beneficially owned by them. All figures include shares
of Common Stock issuable upon the exercise of options or warrants
exercisable within 60 days of April 30, 1999.
(2) Includes $ of convertible notes which automatically convert to shares
of common stock issued at the initial public offering price. See "Certain
Transactions" for a description of the convertible notes.
(3) Options or warrants that are exercisable for common stock and other
ownership rights in common stock that vest within 60 days of April 30, 1999
are deemed to be outstanding and to be beneficially owned by the person
holding such options or warrants for the purpose of computing the percentage
ownership of such person but are not treated as outstanding for the purpose
of computing the percentage ownership of any other person.
(4) Includes shares of common stock issuable upon the exercise of
warrants and shares of common stock issuable upon the exercise of
options exercisable within 60 days of April 30, 1999. Excludes options to
purchase shares of common stock which are not currently
exercisable.
(5) Includes shares of common stock issuable upon the exercise of
warrants exercisable within 60 days of April 30, 1999.
(6) Includes shares of common stock issuable upon the exercise of
warrants exercisable within 60 days of April 30, 1999.
(7) Includes 13,000,000 shares held by Safeguard Scientifics (Delaware) Inc. as
to which Safeguard 98 Capital L.P. disclaims beneficial ownership. Assumes
all the shares offered in the directed share subscription program will be
purchased by the shareholders of Safeguard Scientifics, Inc. and not
Safeguard Scientifics, Inc. See "The Directed Share Subscription Program."
(8) Includes 8,125,000 shares held by Safeguard 98 Capital L.P. as to which
Safeguard Scientifics (Delaware) disclaims beneficial ownership. Also
includes 858,000 shares of common stock issued to employees of Safeguard
Scientifics, Inc. for which Safeguard Scientifics (Delaware), Inc. has sole
voting and investment power. Assumes all the shares offered in the directed
share subscription program will be purchased by the shareholders of
Safeguard Scientifics, Inc. and not Safeguard Scientifics, Inc. See "The
Directed Share Subscription Program." |
