Principal Shareholders
Principal stockholders
The following table sets forth information regarding the beneficial ownership
of our common stock as of August 29, 2000, as adjusted to reflect the sale of
shares of our Class A common stock in this offering and the automatic
conversion of all shares of our preferred stock to shares of our Class B
common stock prior to the completion of this offering, for each of the
following persons:
.each of our directors and each of the named officers in the "Management --
Executive compensation" section of this prospectus;
.all directors and executive officers as a group; and
.each person who is known by us to own beneficially five percent or more of
our Class A common stock prior to this offering.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that person,
shares of common stock subject to options held by that person that are
currently exercisable or become exercisable within 60 days of August 29, 2000.
Those shares, however, are not deemed outstanding for the purpose of computing
the percentage ownership of any other person. Unless otherwise indicated in
the table, the persons and entities named in the table have sole voting and
sole investment power with respect to the shares set forth opposite the
stockholder's name. All share numbers and percentages assume no exercise of
the underwriters over-allotment option. Unless otherwise indicated, the
address of each beneficial owner listed below is c/o Optical Communication
Products, Inc., 20961 Knapp Street, Chatsworth, California 91311.
Percentage of
shares
beneficially
Number of owned
shares ------------------
beneficially Before After
Name of beneficial owner owned offering offering
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Named executive officers and directors:
Muoi Van Tran (1)........................... 18,740,160 19.0%
Susie L. Nemeti (2)......................... 5,649,480 5.9
Mohammad Ghorbanali (3)..................... 12,502,160 12.9
Masato Sakamoto (4)......................... 66,000,000 70.3
Kunihiro Matsubara (5)...................... 66,000,000 70.3
Yoshihisa Okada (5)......................... 66,000,000 70.3
Mitsuyoshi Shibata (5)...................... 66,000,000 70.3
Other 5% Stockholders:
Furukawa Electric North America, Inc. (6)... 66,000,000 70.3
900 Lafayette Street, Suite 506
Santa Clara, CA 95050
All directors and executive officers as a
group (7 persons)(7)........................ 102,891,800 99.4%
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* Represents less than one percent (1%).
(1) Includes 14,108,760 shares of our Class A common stock held by Muoi Van
Tran and Tracy Tam Trang, as Co-Trustees of the Tran Family Trust dated
June 26, 1997 and options to purchase 4,631,400 shares of our Class A
common stock at a weighted average exercise price of $0.08 per share, all
of which are presently exercisable within 60 days from August 29, 2000.
(2) Includes options to purchase 1,786,720 shares of our Class A common stock
at a weighted average exercise price of $0.09 per share, all of which are
presently exercisable within 60 days from August 29, 2000.
(3) Includes options to purchase 3,252,240 shares of our Class A common stock
at a weighted average exercise price of $0.14 per share, all of which are
presently exercisable within 60 days from August 29, 2000.
(4) Consists of 66,000,000 shares of Series A Preferred Stock held by Furukawa
Electric North America, Inc. The Series A preferred stock will
automatically be converted into 66,000,000 shares of our Class B common
stock prior to the completion of this offering. Mr. Sakamoto is the
President of Furukawa Electric North America, Inc. Mr. Sakamoto disclaims
beneficial ownership of these shares.
(5) Consists of 66,000,000 shares of Series A preferred stock held by Furukawa
Electric North America, Inc., a wholly-owned subsidiary of The Furukawa
Electric Co., Ltd. The Series A Preferred Stock will automatically be
converted into 66,000,000 shares of our Class B common stock prior to the
completion of the offering. Mr. Matsubara is a director and the General
Manager of the Fitel Products Division of The Furukawa Electric Co., Ltd.
Mr. Okada is the General Manager of Strategic Planning for The
Furukawa Electric Co., Ltd. Mr. Shibata is the General Manager of the
Optical Devices Department at The Furukawa Electric Co., Ltd. Messrs.
Matsubara, Okada and Shibata disclaim beneficial ownership of these
shares.
(6) Consists of 66,000,000 shares of Series A preferred stock that will
automatically be converted into 66,000,000 shares of our Class B common
stock prior to the completion of this offering.
(7) Includes options to purchase 9,670,360 shares of our Class A common stock
at a weighted average exercise price of $0.09 per share, all of which are
presently exercisable within 60 days from August 29, 2000, and 66,000,000
shares of Series A preferred stock that will automatically be converted
into 66,000,000 shares of our Class B common stock prior to the completion
of this offering. |
