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To: Jon Koplik who wrote (16848)1/2/1999 11:15:00 PM
From: Jan Crawley  Read Replies (1) | Respond to of 27307
 
Jon, From 10Q filed on 11/13

CONCENTRATION OF STOCK OWNERSHIP

As of September 30, 1998, our directors and executive officers, and their affiliates beneficially owned approximately 58% of the outstanding stock. As of September 30, 1998, SOFTBANK owned approximately 30% of the outstanding stock. As a result of their ownership, the directors, executive officers, and significant shareholders (including SOFTBANK) collectively are able to control all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. Such concentration of ownership may also have the effect of delaying or preventing a change in control of the Company.

SHARES ELIGIBLE FOR FUTURE SALE

As of September 30, 1998, we had outstanding 97,858,392 shares of Common Stock, and options to purchase a total of 24,492,540 shares of Common Stock under our stock option plans, including shares issued and options assumed in the recent acquisitions of Viaweb and WebCal. Of these shares, an estimated number of 6,643,218 shares recently issued in connection with acquisitions and investments have been available for resale pursuant to registration statements filed by the Company with the SEC. Sales of substantial amounts of such shares in the public market or the prospect of such sales could adversely affect the market price of the stock.