UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
COREL CORPORATION
(Name of Subject Company)
COREL CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
21869X103
(CUSIP Number of Class of Securities)
Kris Hagerman
Chief Executive Officer
Corel Corporation
1600 Carling Ave
Ottawa, Ontario
Canada A6 K1Z 8R7
(650) 930-5826
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
Copies to:
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Barry J. Reiter
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Joel I. Greenberg
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Gregory C. Smith
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Bennett Jones LLP
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Kaye Scholer LLP
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Woodside Counsel, P.C.
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3400 One First Canadian Place
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425 Park Avenue
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203 Redwood Shores Parkway
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Toronto Ontario
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New York, NY 10022-3598
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Redwood Shores, CA 94065
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M5X 1A4 Canada
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(212) 836-8201
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(650) 632-1690
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(416) 777-6500
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This statement is filed in connection with (check the appropriate box):
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o
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a.
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The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
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o
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b.
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The filing of a registration statement under the Securities Act of 1933.
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c.
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A tender offer.
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o
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary
copies:
o
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$34,724,716.00
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$1,937.64
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*
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Estimated for purposes of calculating the filing fee only. Calculated by multiplying (i)
the sum of (A) 8,222,724, which is the difference between 25,905,422, the number of common shares,
no par value (“Shares”), of Corel Corporation outstanding as of September 22, 2009, and 17,682,698,
the number of Shares beneficially owned by Corel Holdings, L.P., (B) 447,767, which is the number
of Shares issuable upon the exercise of outstanding options that are vested and exercisable as of
September 30, 2009 with an exercise price less than $4.00 (“in-the-money” options), and (C) 10,688,
which is the number of restricted stock units (“RSUs”) that are vested and exercisable as of
September 30, 2009, by (ii) $4.00, which is the per Share tender offer price. The number of
outstanding Shares is contained in Corel Corporation’s Quarterly Report on Form 10-Q for the
quarter ended August 31, 2009. The number of Shares issuable upon the exercise of “in-the-money”
options, the weighted average exercise price for such options and the number of RSUs that are
vested before September 30, 2009 are provided by Corel Corporation.
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**
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The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and Fee Rate Advisory # 2 for Fiscal Year 2010 issued by the
Securities and Exchange Commission on September 28, 2009, by multiplying the transaction valuation
by 0.0000558.
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount previously paid:
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$1,937.64
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Filing Party:
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Corel Holdings, L.P.
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Form or registration no.:
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Schedule TO-T/A
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Date Filed:
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November 12, 2009
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto
(the “Transaction Statement”), is being filed by Corel Corporation, a Canadian corporation (the
“Company”), the issuer of the common stock, no par value per share (“Shares”) that is subject to
the Rule 13e-3 transaction. The filing person is the subject company. This Transaction Statement
relates to the offer by Corel Holdings, L.P. (the “Offeror”), a holding company organized by VCP II
International LLC, a manager of private equity funds (together with its affiliates, including the
Offeror, “Vector”) in the Cayman Islands for the purpose of holding Shares, to acquire all of the
issued and outstanding Shares not already owned by Vector for $4.00 per Share (such amount, or any
different amount per Share offered pursuant to the Offer, the “Offer Price”), upon the terms and
subject to the conditions specified in the Offer to Purchase dated October 28, 2009, (the “Offer to
Purchase”) and the related Letter of Transmittal, each as originally filed with the Tender Offer
Statement and Rule 13E-3 Transaction Statement filed with the U.S. Securities and Exchange
Commission (the “SEC”) under cover of Schedule TO by Vector on October 28, 2009, and as amended and
supplemented by the Tender Offer Statement and Rule 13E-3 Transaction Statement filed with the SEC
under cover of Schedule TO/A (Amendment No. 1) by Vector on November 2, 2009, and as further
amended and supplemented by the Tender Offer Statement and Rule 13E-3 Transaction Statement filed
with the SEC under cover of Schedule TO/A (Amendment No. 2) by Vector on November 12, 2009 (the
“Schedule TO”).
The information contained in the Solicitation/Recommendation Statement on Schedule 14D-9,
filed by the Company with the SEC on November 12, 2009, as amended and supplemented by the
Solicitation/Recommendation Statement on Schedule 14D-9/A (Amendment No. 1) filed on November 16,
2009 (the “Schedule 14D-9”), copies of which is attached hereto as Exhibit (a)(2)(A) and (a)(2)(B),
respectively, are incorporated by reference, and the responses to each item in this Schedule 13E-3
are qualified in their entirety by the information contained in the Schedule 14D-9.
The cross references below are being supplied pursuant to General Instruction G to Schedule
13E-3 and show the location in the Schedule TO and Schedule 14D-9 of the information required to be
included in response to the items of Schedule 13E-3. The information contained in the Schedule TO
and Schedule 14D-9, including all annexes thereto, is incorporated by reference herein, and the
responses to each Item in this Transaction Statement are qualified in their entirety by the
information contained in the Schedule TO and Schedule 14D-9 and the annexes thereto. All
information contained in this Transaction Statement concerning the Company or Vector has been
provided by such person and not by any other person.
2
ITEM 1. SUMMARY TERM SHEET
Regulation M-A Item 1001
The information set forth in the Offer to Purchase under the caption “Summary Term Sheet” is
incorporated by reference herein.
ITEM 2. SUBJECT COMPANY INFORMATION
Regulation M-A Item 1002
(a)
Name and Address
. The information set forth in “Item 1 — Subject Company Information” of
the Schedule 14D-9 is incorporated by reference herein.
(b)
Securities
. The information set forth in “Item 1 — Subject Company Information” of the
Schedule 14D-9 is incorporated by reference herein.
(c)
Trading Market and Price
. The information set forth in “The Offer — Price Range of
Shares; Dividends” of the Offer to Purchase is incorporated by reference herein.
(d)
Dividends
. The information set forth in “The Offer — Price Range of Shares; Dividends” of
the Offer to Purchase is incorporated by reference herein.
(e)
Prior Public Offerings
. None.
(f)
Prior Stock Purchases
. The information set forth in “Item 6 — Interest in Securities of
the Subject Company” of the Schedule 14D-9 is incorporated by reference herein.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON(S)
Regulation M-A Item 1003
(a)
Name and Address
. The information set forth in “Item 1 — Subject Company Information” of
the Schedule 14D-9 and in “The Offer — Certain Information Concerning the Purchaser and its
Affiliates” and Schedule A of the Offer to Purchase is incorporated by reference herein. The filing
person is the subject company. The address of the Company’s principal executive offices is 1600
Carling Avenue, Ottawa, Ontario, Canada K1Z 8R7, and the telephone number of the Company’s
principal executive offices is (613) 728-0826. The executive officers of the Company are Kris
Hagerman (CEO), Thomas Berquist (CFO) and Amanda Bedborough
(EVP, Global Sales). The
directors of the Company are Alexander Slusky, Daniel Ciporin, Steven Cohen, Barry Tissenbaum and
Amish Mehta. The business address and phone number of the directors and executive officers is the
same as that of the Company noted above, except for Amish Mehta and Alexander Slusky, whose
business address is One Market Street, Steuart Tower, 23rd Floor, San Francisco, CA 94105 and whose
telephone number is (415) 293-5000.
(b)
Business and Background of Entities
. The information set forth in “Item 1 — Subject
Company Information” and “Item 2 — Identity and Background of Filing Person” of the Schedule 14D-9
and “The Offer — Certain Information Concerning the Purchaser and its Affiliates” of the Offer to
Purchase is incorporated by reference herein.
During the past five years, the Company (i) has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and (ii) was not a party to any judicial or
administrative proceeding (except for matters that were dismissed without sanction or settlement)
that resulted in a judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, federal or state securities laws, or a finding of any
violation of such laws.
(c)
Business and Background of Natural Persons
. The information set forth in Schedule A to the
Offer to Purchase is incorporated by reference herein. Attached as Annex I is the name, current
principal occupation or employment and material occupations, positions, offices or employment for
the past five years of each director and executive officer of the Company.
During the past five years, to the best of the Company’s knowledge, none of the persons listed on
Annex I (i) has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters
that were dismissed without sanction or settlement) that resulted in a judgment, decree or final
order enjoining the person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of such laws.
ITEM 4. TERMS OF THE TRANSACTION
Regulation M-A Item 1004
(a) (1)
Material Terms (Tender Offers)
. The information set forth in “Item 8 — Additional
Information to be Furnished” of the
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Schedule 14D-9 and in the “Summary Term Sheet”; “Introduction”; “The Offer — Terms of the Offer”;
“The Offer — Acceptance for Payment and Payment”; “The Offer — Procedures for Tendering Shares”;
“The Offer — Withdrawal Rights”; “The Offer — Certain U.S. Federal Income Tax Consequences for
U.S. Holders”; “The Offer — Certain Canadian Federal Income Tax Considerations”; “The Offer —
Dividends and Distributions” and “The Offer — Conditions of the Offer” of the Offer to Purchase is
incorporated by reference herein.
(a) (2)
Material Terms (Mergers or Similar Transactions)
. Not applicable.
(c)
Different Terms
. Not applicable.
(d)
Appraisal Rights
. The information set forth in “Item 8 — Additional Information to be
Furnished” of the Schedule 14D-9 and “Special Factors — Acquisition of Shares Not Tendered in the
Offer; Dissenters’ Rights” of the Offer to Purchase is incorporated by reference herein.
(e)
Provisions for Unaffiliated Security Holders
. The Company has made no arrangements in
connection with the Offer to provide holders of Shares access to its corporate files or to obtain
counsel or appraisal services at its expense.
(f)
Eligibility for Listing or Trading
. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Regulation M-A 1005
(a)
Transactions
. The information set forth in “Item 3 — Past Contacts, Transactions,
Negotiations and Agreements” and “Item 4 — The Solicitation or Recommendation” of the Schedule
14D-9 and in “Special Factors — Background of the Offer; Past Contacts or Negotiations with the
Company”; “Special Factors — Transactions and Arrangements Concerning the Shares”; and “Special
Factors — Related Party Transactions” of the Offer to Purchase is incorporated by reference
herein.
(b) - (c)
Significant Corporate Events; Negotiations or Contacts
. The information set forth in
“Item 3 — Past Contacts, Transactions, Negotiations and Agreements” and “Item 4 — The
Solicitation or Recommendation” of the Schedule 14D-9 and in “Special Factors— Background of the
Offer; Past Contacts or Negotiations with the Company”; “Special Factors— Transactions and
Arrangements Concerning the Shares”; and “Special Factors— Related Party Transactions” of the
Offer to Purchase is incorporated by reference herein.
(e)
Agreements Involving the Subject Company’s Securities
. The information set forth in “Item
3 — Past Contacts, Transactions, Negotiations and Agreements” of the Schedule 14D-9 is
incorporated by reference herein.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Regulation M-A Item 1006
(b), (c)(1)-(8)
Use of Securities Acquired; Plans
. The information set forth in “Item
7—Purposes of the Transaction and Plans or Proposals” of the Schedule 14D-9 and in “Summary Term
Sheet”; “Introduction” and “Special Factors — Purpose of and Reasons for the Offer; Plans for the
Company after the Offer and the Second-Step Acquisition” of the Offer to Purchase is incorporated
by reference herein.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
Regulation M-A Item 1013
(a) - (c)
Purposes, Alternatives, Reasons
. The information set forth in “Item 4 — The
Solicitation or Recommendation” of the Schedule 14D-9 and “Summary Term Sheet”; “Introduction”;
“Special Factors — Purpose of and Reasons for the Offer; Plans for the Company after the Offer and
the Second-Step Acquisition” of the Offer to Purchase is incorporated by reference herein.
(d)
Effects
. The information set forth in “Item 8 — Additional Information to be Furnished”
of the Schedule 14D-9 and the sections of the Offer to Purchase entitled “Summary Term Sheet”;
“Introduction”; “Special Factors — Purpose of and Reasons for the Offer; Plans for the Company
after the Offer and the Second-Step Acquisition.”; “Special Factors — Acquisition of Shares Not
Tendered in the Offer; Dissenters’ Rights”; “ Special Factors — Possible Effects of the Offer and
the Second-Step Acquisition on the Market for the Shares; Nasdaq and TSX Listing; Registration
under the Exchange Act”; “Special Factors — Interests of Certain Persons in the Offer”; “The Offer
— Certain U.S. Federal Income Tax Considerations for U.S. Holders”; “The Offer — Certain Canadian
Federal Income Tax Considerations” and “The Offer — Possible Effects of the Offer on the Market
for the Shares; Nasdaq and TSX Listing; Registration under the Exchange Act; Margin Regulations” is
incorporated by reference herein.
ITEM 8. FAIRNESS OF THE TRANSACTION
Regulation M-A 1014
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(a)
Fairness
. The information set forth in “Item 4 — The Solicitation or Recommendation” of
the Schedule 14D-9 is incorporated by reference herein.
(b)
Factors Considered in Determining Fairness
. The information set forth in “Item 4 — The
Solicitation or Recommendation” of the Schedule 14D-9 is incorporated by reference herein.
(c)
Approval of Security Holders
. The Offer is structured so that at least a majority of the
aggregate number of outstanding Shares (calculated on a fully-diluted basis as of the date the
Shares are accepted for payment pursuant to the Offer) not beneficially owned by Vector and its
affiliates must tender their Shares before any Shares can be purchased in the Offer.
(d)
Unaffiliated Representative
. The information set forth in “Item 4 — Solicitation
Recommendation; Background of the Offer; Reasons for the Special Committee Recommendation” of the
Schedule 14D-9 is incorporated by reference herein.
(e)
Approval of Directors
. The information set forth in “Item 4 — The Solicitation or
Recommendation” of the Schedule 14D-9 is incorporated by reference herein.
(f)
Other Offers
. None.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
Regulation M-A Item 1015
(a)
Report, Opinion or Appraisal
. The information set forth in “Item 4 — The Solicitation or
Recommendation” and “Item 5 — Persons/Assets, Retained, Employed, Compensated or Used” of the
Schedule 14D-9 is incorporated by reference herein.
(b)
Preparer and Summary of the Report, Opinion or Appraisal
. The information set forth in
“Item 4 — The Solicitation or Recommendation” and “Item 5 — Persons/Assets, Retained, Employed,
Compensated or Used” of the Schedule 14D-9 is incorporated by reference herein.
(c)
Availability of Documents
. The reports, opinions or appraisals referenced in this Item 9
will be made available for inspection and copying at the principal executive offices of the Company
during its regular business hours by any interested holder of shares of the Company’s common stock
or representative of the interested holder who has been so designated in writing.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
Regulation M-A Item 1007
(a)
Source of Funds
. The information set forth in “The Offer — Source and Amount of Funds”
and “The Offer — Fees and Expenses” of the Offer to Purchase is incorporated by reference herein.
(b)
Conditions
. Not applicable.
(c)
Expenses
. The information set forth in “The Offer — Fees and Expenses” of the Offer to
Purchase is incorporated by reference herein with respect to the estimated fees and expense borne
by Vector, and “Item 5 — Person/Assets, Retained, Employed, Compensated or Used” of the Schedule
14D-9 is incorporated by reference herein with respect to the estimated fees and expenses borne by
the Company.
(d)
Borrowed Funds
. Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Regulation M-A Item 1008
(a)
Securities Ownership
. The information set forth in “Item 3 — Past Contacts, Transactions,
Negotiations and Agreements” and Annex I of the Schedule 14D-9, “Special Factors — Transactions
and Arrangements Concerning the Shares” and Schedule B of the Offer to Purchase, and Item 12 of the
Company’s Form 10-K for the year ended December 31, 2008 is incorporated by reference herein.
(b)
Securities Transactions
. The information set forth in “Item 6 — Interests in Securities
of the Subject Company” of the Schedule 14D-9 and in “Special Factors — Transactions and
Arrangements Concerning the Shares” of the Offer to Purchase is incorporated by reference herein.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
Regulation M-A Item 1012
(d) - (e)
Intent to Tender or Vote in a Going-Private Transaction; Recommendations of Others
.
The information set forth in “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9
is incorporated by reference herein.
6
ITEM 13. FINANCIAL INFORMATION
Regulation M-A Item 1010
(a)
Financial Statements
. The information set forth in “The Offer — Certain Information
Concerning the Company” of the Offer to Purchase is incorporated by reference herein.
(b)
Pro Forma Information
. Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Regulation M-A Item 1009
(a) - (b)
Solicitations or Recommendations; Employees and Corporate Assets
. The information
set forth in “Item 5 — Persons/ Assets Retained, Employed, Compensated or Used” of the Schedule
14D-9 is incorporated by reference herein. The Company has not retained any other persons,
including a proxy solicitor or information agent, in connection with the Offer and the transactions
contemplated thereby. Reference is further made to the information set forth in the Offer to
Purchase under “The Offer — Fees and Expenses” with respect to the persons employed or retained by
Vector.
ITEM 15. ADDITIONAL INFORMATION
Regulation M-A Item 1011
(b)
Other Material Information
. The information set forth in “Item 8 — Additional Information
to be Furnished” of the Schedule 14D-9 and in “The Offer — Certain Legal Matters; Regulatory
Approvals” of the Offer to Purchase is incorporated by reference herein.
ITEM 16. EXHIBITS
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Exhibit No.
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Description
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(a)(2)(i)
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Solicitation/Recommendation Statement on Schedule 14D-9 filed
by Corel Corporation, dated and filed on November 12, 2009.
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(a)(2)(ii)
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Solicitation/Recommendation Statement on Schedule 14D-9/A
(Amendment No. 1) filed by Corel Corporation, dated and filed
on November 16, 2009.
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(a)(5)(i)
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Press Release of Corel Corporation, dated October 29, 2009
(incorporated by reference to Exhibit (a)(5)(i) to the
Schedule 14D-9 filed by Corel Corporation on November 12,
2009)
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(a)(5)(ii)
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Press Release of Corel Corporation, dated November 12, 2009
(incorporated by reference to Exhibit (a)(5)(ii) to the
Schedule 14D-9 filed by Corel Corporation on November 12,
2009)
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(a)(5)(iii)
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Press Release of Corel Corporation, dated November 16, 2009
(incorporated by reference to Exhibit (a)(5)(i) to the
Schedule 14D-9/A filed by Corel Corporation on November 16,
2009)
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(a)(5)(iv)
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Item 12 of Corel Corporation’s Form 10-K for the year ended
December 31, 2008 (incorporated by reference to the Form 10-K
filed by Corel Corporation on February 9, 2009)
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(b)
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Not applicable
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(c)(1)
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Fairness opinion of Genuity Capital Markets, dated November
15, 2009 (incorporated by reference to Annex 2 to the Schedule
14D-9/A filed by Corel Corporation on November 16, 2009)
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(c)(2)
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Materials presented by Genuity Capital Markets to the
Designated Directors on November 12, 2009 (filed herewith)
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(c)(3)
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Materials presented by Genuity Capital Markets to the
Designated Directors on November 15, 2009 (filed herewith)
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(d)
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None
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(f)
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Reference is made to Section “Special Factors—Section
4—Acquisition of Shares Not Tendered in the Offer;
Dissenters’ Rights” of the Offer to Purchase, filed as Exhibit
(a)(1)(i) to the Schedule TO-T filed by Corel Holdings, L.P.
on October 28, 2009)
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SIGNATURES
After due inquiry and to the best knowledge of the undersigned, the undersigned certifies that
the information set forth in this statement is true, complete and correct.
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COREL CORPORATION
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By
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/s/ Kris Hagerman
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Kris Hagerman
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Chief Executive Officer
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Dated: November 16, 2009
8
Annex I
Daniel T. Ciporin
became a member of the Company’s Board in April 2007. He previously served
as Chairman and Chief Executive Officer of Shopping.com from 1999 until its acquisition by eBay in
June 2005. Between 2005 and 2007 Mr. Ciporin performed consultant services. Mr. Ciporin currently
serves on the board of directors at Primedia, a publicly traded company, in addition to serving as
a senior advisor and consultant to a variety of high growth private companies and boards. In March
2007, Mr. Ciporin joined Canaan Partners. Mr. Ciporin is a citizen of the United States.
Steven Cohen
became a member of the Company’s Board in January 2006. He has served in various
capacities at Teknion Corporation since February 2001 and is currently Teknion Corporation’s Senior
Vice President, Corporate Development. He is also a Director and Chairman of the compensation
committee of Pele Mountain Resources Inc., a junior exploration company listed on the TSX Venture
Exchange. Mr. Cohen is a citizen of Canada.
Barry A. Tissenbaum
became a member of the Company’s Board in May 2009. He is currently a
corporate director and consultant with B.A.T. Consulting since 2005. He is a board member, audit
committee chairman and compensation committee member of Medworxx Solutions Inc. since 2006; a board
member, audit committee member and compensation committee member of Northstar Healthcare Inc. since
2007; a member of the Investment Review Committee of Faircourt Asset Management Inc. since 2008;
and an advisory board member of numerous private companies. Mr. Tissenbaum was a board member,
audit committee chairman and compensation committee member of Universal Energy Group Ltd. and from
2007 to 2009. From 1991 to 2005, Mr. Tissenbaum was a partner at Ernst & Young LLP. Mr.
Tissenbaum is a citizen of Canada.
Amish Mehta
became a member of the Corporation’s Board in January 2006. He served as the
Company’s interim President and Chief Executive Officer from November 2003 to June 2005. He has
been at Vector Capital since August 2002. Mr. Mehta is a citizen of the United States.
Alexander Slusky
has been a member of the Corporation’s Board since August 2003 and has served
as managing partner of Vector Capital since its inception in 1997. Mr. Slusky was a member of the
board of directors of Phase2 Media, Inc. when it filed for reorganization on July 18, 2001 under
Chapter 11 of title 11 of the U.S. Bankruptcy Code. Mr. Slusky is a citizen of the United States.
Kris Hagerman
has been the Chief Executive Officer of the Company since August 2009. Prior to
his employment as the Chief Executive Officer of the Company, Mr. Hagerman was the interim Chief
Executive Officer of the Company. Mr. Hagerman was a Senior Advisor at Vector from March 2008 to
May 2008; he was Group President for Data Center Management at Symantec from March 2006 to November
2007 and he was Senior Vice President Storage and Server Management Group at Symantec and Executive
Vice President of Storage and Server Management Group at Veritas from 2005 to 2007. Mr. Hagerman
is a citizen of the United States.
Amanda Bedborough
has been the Executive Vice President, Global Sales of the
Company since 2003. Ms. Bedborough is a citizen of the United Kingdom.
Tom Berquist
has been the Chief Financial Officer of the Company since August 2009. Mr.
Berquist was the Chief Executive Officer of Ingres Corporation from February 2006 to September 2009
and was the Managing Director of Software Equity Research at Citigroup from July 2003 to February
2006. Mr. Berquist is a citizen of the United States.
9
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