PRINCIPAL SECURITY HOLDERS AND
SECURITY HOLDINGS OF MANAGEMENT
The following table shows the beneficial ownership of the outstanding common
stock of the Company as of February 28, 1998, by each person known to the
Company to own beneficially more than 5% of such stock outstanding, each
director and nominee, each executive officer named in the Summary Compensation
Table below and all directors and executive officers of the Company as a
group:
NUMBER OF SHARES AND
NATURE OF BENEFICIAL PERCENT
NAME OWNERSHIP(1)(2) OF CLASS
---- -------------------- --------
Advent International Corporation(3)........ 1,913,460(4) 8.5%
Molly F. Cade(5)........................... 5,208,762(6) 23.0%
Conrad G. Goodkind......................... 300,300 1.3%
William T. Gross........................... 60,000(7) *
Richard A. Lund............................ 229,131 1.0%
Joseph R. O'Gorman......................... -0- *
Terrell L. Ruhlman......................... 290,000 1.3%
John W. Sandford........................... 172,444(8) *
Edward B. Stephens......................... 111,228(9) *
All directors and executive officers as a
group (8 persons)......................... 6,371,865 28.2%
--------
*Less than 1.0%
(1) Except as otherwise indicated, the specified persons have sole voting
and/or dispositive power as to all of the shares indicated.
(2) Includes the following shares which may be acquired by options currently
exercisable or within 60 days of the record date: 50,000 as to Ms. Cade,
Mr. Goodkind and Mr. Gross; 206,000 as to Mr. Lund; 87,000 as to Mr.
Stephens; 150,000 as to Mr. Sandford; and 593,000 as to all directors and
executive officers as a group.
(3) The business address of Advent International Corporation is 101 Federal
Street, Boston, Massachusetts 02110.
(4) All shares are held of record by the following venture capital funds
managed by Advent International Corporation in the amounts indicated:
Adventact Limited Partnership, 268,672 shares; Adhill Limited Partnership,
216,510 shares; Adval Limited Partnership, 193,997 shares; Adwest Limited
Partnership, 216,510 shares; Advent International Technology Fund Limited
Partnership, 72,788 shares; Hong Kong Venture Investment Trust, 121,176
shares; International Network Fund Limited Partnership, 823,807 shares.
(5) Ms. Cade's business address is 2365 Woodlake Drive, Suite 120, Okemos,
Michigan 48864.
(6) Excludes 16,200 shares held by Ms. Cade's spouse as to which Ms. Cade
disclaims beneficial ownership.
(7) Includes 10,000 shares held in a trust controlled by Mr. Gross.
(8) Record ownership of 20,000 shares held by family trust controlled by Mr.
Sandford.
(9) Voting and dispositive power shared with spouse as to 7,100 shares.
The above beneficial ownership information is based upon information
furnished by the specified persons and determined in accordance with Rule 13d-
3 under the Securities Exchange Act of 1934, as amended, as required for
purposes of this filing, which is not necessarily the same as beneficial
ownership for other purposes, and includes shares as to which beneficial
ownership may be disclaimed.
ELECTION OF DIRECTORS
The Company's Bylaws provide for the election of directors at each Annual
Meeting of Shareholders to hold office until the next succeeding Annual
Meeting and until their successors are elected.
Shares represented by the enclosed proxy will be voted for the nominees
named below, unless otherwise specified on the proxy. If any of the nominees
should decline or be unable to act as a director, which is not anticipated,
the proxies may be voted for a substitute nominee designated by the Board of
Directors. In no event may the proxies be voted for more than seven nominees.
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