ISON PRINCIPAL SHAREHOLDERS
The following table sets forth certain information known to the Company regarding beneficial ownership of the Common Stock as of July 31, 1997, and as adjusted to reflect the sale of the Securities offered hereby, by (i) each person known by the Company to be the beneficial owner of more than 5% of the Common Stock, (ii) each of the Company's directors, (iii) each Named Person and (iv) all executive officers and directors as a group. The address of each person is in care of the Company, 4010 Moorpark Avenue Suite 119, San Jose, CA 95117.
<TABLE> <CAPTION> SHARES BENEFICIALLY SHARES BENEFICIALLY OWNED PRIOR TO OWNED AFTER OFFERING(1) OFFERING(1)(2) ---------------------------------------------- DIRECTORS, NAMED PERSONS, AND 5% SHAREHOLDERS NUMBER PERCENT NUMBER PERCENT -------------------------------- ------------ --------- ------------- ---------- <S> <C> <C> <C> <C> James E. Alexander(3)(10).......... 2,155,764 shares (46.4%) 2,155,764 39.6 Boris Rubizhevsky(3)(8)(9)......... 1,919,201 shares (41.4%) 1,919,201 35.3 Jacques Delente(4)................. 355,401 shares (7.6%) 355,401 6.5 Lindsay Gardner(5)................. 263,785 shares (5.7%) 263,785 4.8 Larry Wells(6)..................... 171,857 shares (3.6%) 171,857 3.1 Daniel J. Grady(11)................ 207,340 shares (4.4%) 207,340 3.7 All executive officers and directors as a group (7 persons)(7)....................... 4,994,399 shares (91.2%) 4,994,399 79.5 </TABLE> - -------- (1) The persons named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. (2) Assumes that the Underwriters' over-allotment option to purchase up to 120,000 Shares and 120,000 Warrants included in 120,000 Units from the Company is not exercised. See "Underwriting." (3) Includes 164,144 shares of Common Stock subject to a repurchase right in favor of the Company. (4) Includes 217,707 shares of Common Stock subject to a repurchase right in favor of the Company, and warrants to purchase 122,854 shares of Common Stock issued in connection with the Placement. (5) Includes warrants to purchase 91,003 shares of Common Stock issued in connection with the Placement. (6) Includes 171,857 shares issuable upon the exercise of Placement Warrants held by an entity with which Mr. Wells is affiliated. (7) Includes 328,288 shares of Common Stock subject to a repurchase right in favor of the Company, options to purchase 483,794 shares of Common Stock, and warrants to purchase 444,865 shares of Common Stock issued in connection with the Placement and 91,729 shares of Common Stock held by Mr. Rubizhevsky's wife. (8) Includes 91,729 shares of Common Stock held by Mr. Rubizhevsky's wife. (9) Includes 91,002 shares issuable upon the exercise of Placement Warrants held by the mother, father, mother-in-law and father-in-law of Mr. Rubizhevsky. (10) Includes 91,002 shares issuable upon the exercise of Placement Warrants held by the brother-in-law, mother-in-law and father-in-law of Mr. Alexander. (11) Includes 207,340 shares issuable upon the exercise of fully exercisable stock options.
ISON has 5.3Mil shares outstanding, 800,000 share FLOAT.
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