UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934*
TUMBLEWEED COMMUNICATIONS CORP.
Common Stock, $0.001 par value
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(Title of Class of Securities)
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899690101
Christophe Fabre
President and Chief Executive Officer
Axway Inc.
8388 Hartford Drive,
Suite 100
Scottsdale, Arizona 85255
(480) 627 1800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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June 5, 2008
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the
remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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CUSIP No.:
899690101
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13 D
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Page 2 of 13
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1
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Name of Reporting Person I.R.S Identification No. of
above persons (entities only)
Axway Inc.
86-0834866
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2
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Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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7 Sole Voting Power
0
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8 Shared Voting Power
9,090,307(1)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,090,307(1)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13
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Percent of Class Represented by Amount in Row (11)
Approximately
15.00%(2)
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14
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Type of Reporting Person
CO
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CUSIP No.:
899690101
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13 D
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Page 3 of 13
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1
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Name of Reporting Person I.R.S Identification No. of
above persons (entities only)
Axway Software SA
None
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2
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Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6
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Citizenship or Place of Organization
France
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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7 Sole Voting Power
0
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8 Shared Voting Power
9,090,307(1)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,090,307(1)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13
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Percent of Class Represented by Amount in Row (11)
Approximately
15.00%(2)
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14
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Type of Reporting Person
CO
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CUSIP No.:
899690101
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13 D
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Page 4 of 13
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1
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Name of Reporting Person I.R.S Identification No. of
above persons (entities only)
Sopra Group SA
None
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2
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Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6
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Citizenship or Place of Organization
France
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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7 Sole Voting Power
0
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8 Shared Voting Power
9,090,307(1)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,090,307(1)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13
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Percent of Class Represented by Amount in Row (11)
Approximately
15.00%(2)
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14
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Type of Reporting Person
CO
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(1)
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Axway Inc., a Delaware corporation and a wholly owned subsidiary of Axway Software SA, which is a wholly owned subsidiary of Sopra Group SA (
Axway
), has entered
into a Voting Agreement and Irrevocable Proxy dated as of June 5, 2008 (each, a
Voting Agreement
) with certain stockholders of Tumbleweed Communications Corp. (
Issuer
), which provides that the signatory
stockholders will vote their shares of Common Stock of the Issuer (i) in favor of approval of the principal terms of the Merger (as defined herein) and any matter that is reasonably necessary to facilitate the Merger; and (ii) against any
Acquisition Proposal (as defined in the Merger Agreement (as defined herein)) and any other action that would reasonably be expected to frustrate, delay, postpone, prevent or adversely affect the Merger. Axway does not have any rights as a
stockholder of Issuer pursuant to the Voting Agreements.
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(2)
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Based on 60,592,501 shares outstanding as of June 3, 2008 (including shares subject to options held by the signatory stockholders that are currently exercisable or exercisable
within 60 days after June 5, 2008 as well as restricted stock units held by such signatory stockholders).
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ITEM 1.
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SECURITY AND ISSUER.
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This statement on Schedule
13D (the
Schedule 13D
) relates to the Common Stock, $0.001 par value (the
Shares
or the
Issuer Common Stock
), of Tumbleweed Communications Corp., a Delaware corporation
(
Issuer
). The principal executive office of Issuer is located at 700 Saginaw Drive, Redwood City, CA 94063.
ITEM 2.
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IDENTITY AND BACKGROUND.
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(a) - (c) This Schedule
13D is being jointly filed by Sopra Group SA, a corporation organized under the laws of France (
Sopra
), by Axway Software SA, a corporation organized under the laws of France (
Axway Software
), and by Axway Inc.,
a Delaware corporation (
Axway
and together with Sopra and Axway Software, the
Reporting Persons
). Axway is a wholly owned subsidiary of Axway Software, which is a wholly owned subsidiary of Sopra. The address of
the principal business and principal office of Sopra is 9 bis, rue de Presbourg, Paris 75116 France. Sopra is a major European provider of consulting, systems integration and application outsourcing. The address of the principal business and
principal office of Axway Software is 3, rue du Pré Faucon PAE Les Glaisins, 74940 Annecy Le Vieux France. The address of the principal business and principal office of Axway is 8388 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255,
USA. Axway Software and its subsidiaries, including Axway, are a global provider of collaborative business solutions.
As a result of
Axways entering into the Voting Agreements described in Items 3 and 4 below, the Reporting Persons may be deemed to have formed a group with each of the Stockholders (as defined in Item 3 below) for purposes of
Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. Each of the Reporting Persons expressly declares that the filing of this Schedule 13D shall not be construed as an admission by it that it has formed any such group.
To the best of the knowledge of the Reporting Persons as of the date hereof, the name, business address, present principal occupation or employment and
citizenship of each executive officer and director of Axway, Axway Software and Sopra (including the identified other officers of the Reporting Persons), and the name, principal business and address of any corporation or other organization in which
such employment is conducted is set forth in Schedule I hereto. The information contained in Schedule I is incorporated herein by reference.
(d) - (e) During the last five years, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the executive officers or directors of the Reporting Persons (including the identified other officers of the
Reporting Persons), has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The information set forth or incorporated by reference in Item 4 is hereby incorporated herein by reference.
ITEM 4.
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PURPOSE OF TRANSACTION.
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Axway entered into an
Agreement and Plan of Merger dated as of June 5, 2008 (the
Merger Agreement
) by and among Axway, Tornado Acquisition Corp., a Delaware corporation and newly formed wholly owned subsidiary of Axway (
Merger
Sub
), and Issuer. The Merger Agreement provides for the merger (the
Merger
) of Merger Sub with and into Issuer with Issuer as the surviving corporation, pursuant to which each outstanding share of Issuer Common Stock
will be converted into the right to receive $2.70 in cash. The Merger is subject to the approval of the Merger Agreement by Issuers stockholders, the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and of the applicable review process under Exon-Florio Amendment of the Defense Production Act of 1950, as amended and any other required regulatory approvals, and the satisfaction or waiver of certain other
conditions as more fully described in the Merger Agreement.
In order to facilitate the consummation of the transactions contemplated by the Merger Agreement and in
consideration thereof, Sopra entered into an Agreement of Guarantee dated as of June 5, 2008 (the
Guarantee
) by and between Sopra and Issuer. The Guarantee provides that Sopra will guarantee performance of the respective
obligations of Axway and Merger Sub under the provisions of the Merger Agreement subject to the terms of the Merger Agreement.
Consummation of the Merger would result in the Issuer Common Stock ceasing to be outstanding or authorized to be quoted on The NASDAQ Global Market. In addition, the registration of the Issuer Common Stock under Section 12 of the
Securities Act of 1933, as amended, will be terminated.
In order to facilitate the consummation of the transactions contemplated by the
Merger Agreement and in consideration thereof, Axway entered into a Voting Agreement and Irrevocable Proxy dated June 5, 2008 (collectively, the
Voting Agreements
), with certain stockholders of Issuer identified below
(collectively, the
Stockholders
) whereby the Stockholders agreed to vote all of their Shares (i) in favor of approval of the principal terms of the Merger and any matter that is reasonably necessary to facilitate the Merger;
and (ii) against any Acquisition Proposal (as defined in the Merger Agreement) and any other action that would reasonably be expected to frustrate, delay, postpone, prevent or adversely affect the Merger. In addition, the Stockholders have
agreed to execute a proxy in favor of Axway with respect to the voting of the Shares upon the request of Axway. The Voting Agreements terminate upon the earlier to occur of the completion of the Merger or the termination of the Merger Agreement. The
name of each Stockholder and the number of outstanding Shares held by each Stockholder and subject to the Voting Agreements are as follows:
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Stockholders
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Common Stock
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Stock Options (1)
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RSUs
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Total
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James P. Scullion
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80,985
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2,005,324
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339,000
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2,425,309
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Timothy G. Conley
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99,525
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679,252
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148,000
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926,777
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Dr. Taher A. Elgamal
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58,674
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692,134
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177,000
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927,808
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Nicholas W. Hulse
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132,478
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397,205
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177,000
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706,683
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Bernard J. Cassidy
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5,977
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702,041
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148,000
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856,018
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Jeffrey C. Smith (2)
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971,251
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702,720
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0
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1,673,971
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Dr. Deborah D. Rieman
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40,150
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324,897
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0
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365,047
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Christopher H. Greendale
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42,650
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345,314
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0
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387,964
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James A. Heisch
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45,750
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116,355
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0
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162,105
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Standish H. OGrady (3)
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51,542
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255,000
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0
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306,542
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Kenneth R. Klein
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35,750
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283,333
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0
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319,083
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Jorge E. Rodriguez
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33,000
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0
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0
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33,000
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TOTAL
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1,597,732
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6,503,575
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989,000
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9,090,307
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(1)
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Stock Options include shares exercisable within 60 days of June 5, 2008.
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(2)
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Common Stock includes 260,000 shares beneficially owned by The Jeffrey C Smith 1999 Annuity Trust
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(3)
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Common Stock includes 1,290 shares held in The OGrady Revocable Trust and 11,002 shares held in The OGrady Revocable Trust (WSP)
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References to, and descriptions of, the Merger Agreement, the Guarantee and the Voting Agreements as set forth above in
Item 4 are qualified in their entirety by reference to the copies of the Merger Agreement, the Guarantee and the form of Voting Agreement included as Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and are incorporated in this
Item 4 in their entirety where such references and descriptions appear.
Axway does not have any right to dispose (or direct the
disposition of) any Shares pursuant to the Voting Agreements. Accordingly, the Reporting Persons expressly disclaim beneficial ownership of all such Shares.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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(a) - (b)
The number of Shares covered by the Voting Agreements is 9,090,307 (including 6,503,575 shares subject to options that vest within 60 days after June 5, 2008 and 989,000 restricted stock units), which constitutes approximately 15.00% of the
Issuer Common Stock, based on the number of Shares outstanding on June 3, 2008 as represented by the Issuer in the Merger Agreement). By virtue of the Voting Agreements, the Reporting Persons
may be deemed to share with the respective Stockholders the power to vote Shares subject to the Voting Agreements. However, no Reporting Person is entitled
to any rights as a stockholder of Issuer as to the Shares covered by the Voting Agreements and each Reporting Person disclaims any beneficial ownership of the Shares which are covered by the Voting Agreements. See the information in Items 2 and 3
with respect to the Stockholders and the information in Items 3 and 4 with respect to the Voting Agreements, which information is incorporated herein by reference.
(c) Other than as set forth in this Item 5(a)-(b), to the best of the knowledge of the Reporting Persons as of the date hereof (1) no Reporting Person nor any subsidiary or affiliate of the Reporting Persons
nor any of the executive officers or directors of the Reporting Persons (including the identified other officers of the Reporting Persons) beneficially owns any shares of Issuer Common Stock, and (2) there have been no transactions in the
shares of Issuer Common Stock effected during the past 60 days by the Reporting Persons, nor to the best of the knowledge of the Reporting Persons, by any subsidiary or affiliate of the Reporting Persons or any of the executive officers or directors
of the Reporting Persons (including the identified other officers of the Reporting Persons).
(d) Not applicable.
(e) Not applicable.
Reference to, and
descriptions of, the Merger Agreement, the Guarantee and the Voting Agreements as set forth in this Item 5 are qualified in their entirety by reference to the copies of the Merger Agreement, the Guarantee and the form of Voting Agreement,
respectively, included as Exhibits 1, 2 and 3 to this Schedule 13D, and incorporated in this Item 5 in their entirety where such references and descriptions appear.
ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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The information set forth, or incorporated by reference, in Items 3 through 5 is hereby incorporated herein by reference. Copies of the Merger Agreement,
the Guarantee and the form of Voting Agreement are included as Exhibits 1, 2 and 3, respectively, to this Schedule 13D. To the best of the knowledge of the Reporting Persons, except as described in this Schedule 13D, there are at present no
contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and between any such persons and any person with respect to any securities of Issuer.
ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit
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Description
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1
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Agreement and Plan of Merger dated as of June 5, 2008, by and among Axway Inc., Tornado Acquisition Corp. and Tumbleweed Communications Corp.(without exhibits).
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2
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Agreement of Guarantee dated as of June 5, 2008, by and between Sopra Group SA and Tumbleweed Communications Corp.
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3
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Form of Voting Agreement dated as of June 5, 2008, by and among Axway Inc. and certain stockholders of Tumbleweed Communications Corp.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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AXWAY INC.
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Date: June 12, 2008
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/s/ Christophe Fabre
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Name:
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Christophe Fabre
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Title:
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President and Chief Executive Officer
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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AXWAY SOFTWARE SA
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Date: June 12, 2008
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/s/ Christophe Fabre
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Name:
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Christophe Fabre
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Title:
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President and Chief Executive Officer
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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SOPRA GROUP SA
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Date: June 5, 2008
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/s/ Pierre Pasquier
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Name:
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Pierre Pasquier
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Title:
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Chief Executive Officer
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SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF AXWAY INC.
The name and present principal occupation of each director and
executive officer and another officer of Axway Inc. are set forth below. Except as noted below, the business address for each named person is: c/o Axway Inc., 8388 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, USA.
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NAME
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AXWAY INC. TITLE
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PRINCIPAL OCCUPATION AND
PRINCIPAL BUSINESS
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CITIZENSHIP
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Christophe Fabre
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President, Chief Executive Officer, and Director
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President and Chief Executive Officer. Axway Inc.
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France
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David Bennett
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Chief Technology Officer and Director
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Chief Technology Officer, Axway Inc.
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USA
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Patrick Donovan
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Chief Financial Officer
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Chief Financial Officer, Axway Inc.
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USA
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Hervé Déchelette*
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Secretary and Treasurer
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Secrétaire Général, Sopra Group
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France
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Pierre Sevray**
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Director
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Consultant to Axway Software SA and its subsidiaries (including Axway Inc.)
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France
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Scott Hausman***
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Senior VP Corporate Development
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Senior VP Corporate Development, Axway Inc.
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USA
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*
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The business address of this person is c/o Sopra Group SA, 9 bis, rue de Presbourg, Paris 75116 France.
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***
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The business address of this person is Eagleaps 6, impasse Jeanne dArc 92190 Meudon.
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***
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The business address of this person is 1600 Riveredge Parkway, Suite 925, Atlanta, Georgia 30328.
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DIRECTORS AND EXECUTIVE OFFICERS OF AXWAY SOFTWARE SA
The name and present principal
occupation of each director and executive officer of Axway Software SA are set forth below. Except as noted below, the business address for each named person is: c/o Sopra Group SA, 9 bis, rue de Presbourg, Paris 75116 France.
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NAME
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AXWAY SOFTWARE TITLE
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PRINCIPAL OCCUPATION AND
PRINCIPAL BUSINESS
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CITIZENSHIP
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Pierre Pasquier
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Chairman of the Board of Directors and Chief Executive Officer
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Chief Executive Officer, Sopra Group
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France
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Christophe Fabre*
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Managing director
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President and Chief Executive Officer. Axway Inc.
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France
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Hervé Déchelette
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Director
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Secrétaire Général, Sopra Group
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France
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Pierre Simon
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Director
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Chairman of the Paris chamber of Commerce
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France
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Francois Odin
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Director
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Managing Director, Sopra GMT
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France
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*
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The business address of this person is c/o Axway Inc., 8388 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, USA.
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DIRECTORS AND EXECUTIVE OFFICERS OF SOPRA GROUP SA
The name and present principal occupation of each director and executive officer another officer of Sopra Group are set forth below. The business address for each
named person is: c/o Sopra Group SA, 9 bis, rue de Presbourg, Paris 75116 France.
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NAME
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SOPRA GROUP TITLE
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PRINCIPAL OCCUPATION
AND PRINCIPAL BUSINESS
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CITIZENSHIP
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Pierre Pasquier
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Chairman of the Board of Directors and Chief Executive Officer
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Chief Executive Officer, Sopra Group
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France
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Dominique Illien
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Managing Director
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Managing Director, Sopra Group
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France
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Alain Brodelle
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Director, Member of the Remuneration and Nomination Committee
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Retired
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France
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Philippe Citerne
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Director, Member of the Remuneration and Nomination Committee
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Managing Director, Société Générale, 17, cours Valmy
Tour Société Générale 92072 Paris La Défense Cedex
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France
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Gérard Jean
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Director, Member of the Remuneration and Nomination Committee
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Chairman and CEO, Altime Conseil 42, rue de Bassano 75008 Paris
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France
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Pierre-André Martel
|
|
Director, Member of the Audit Committee, Member of the Remuneration and Nomination Committee
|
|
Chairman and CEO, Caravelle, 70, avenue Kléber 75116 Paris
|
|
France
|
|
|
|
|
Bernard Michel
|
|
Director, Member of the Audit Committee
|
|
Senior executive, Crédit Agricole, 91-93, boulevard Pasteur 75015 Paris
|
|
France
|
|
|
|
|
Francois Odin
|
|
Director, Member of the Audit Committee
|
|
Managing Director, Sopra GMT
|
|
France
|
|
|
|
|
Hervé Saint-Sauveur
|
|
Director, Member of the Audit Committee
|
|
Retired
|
|
France
|
|
|
|
|
José Sancho Garcia
|
|
Director
|
|
Managing Director, Sopra PROFit
|
|
Spain
|
|
|
|
|
Gérard Vincent
|
|
Director, Member of the Audit Committee
|
|
Retired
|
|
France
|
|
|
|
|
Kathleen Clark Bracco
|
|
Director, Investor Relations
|
|
Director, Investor Relations, Sopra Group
|
|
USA
|
Exhibit Index
|
|
|
1
|
|
Agreement and Plan of Merger dated as of June 5, 2008, by and among Axway Inc., Tornado Acquisition Corp. and Tumbleweed Communications Corp.(without exhibits).
|
|
|
2
|
|
Agreement of Guarantee dated as of June 5, 2008, by and between Sopra Group SA and Tumbleweed Communications Corp.
|
|
|
3
|
|
Form of Voting Agreement dated as of June 5, 2008, by and among Axway Inc. and certain stockholders of Tumbleweed Communications Corp.
|
Tumbleweed Communications Corp (MM) (NASDAQ:TMWD)
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Tumbleweed Communications Corp (MM) (NASDAQ:TMWD)
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