SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 15, 2003, certain
information regarding the beneficial ownership of the Company's Common Stock by
(i) each person who is known to the Company to beneficially own more than 5% of
the Common Stock, (ii) each of the Directors and named executive officers of the
Company individually and (iii) the Directors and executive officers of the
Company as a group. The information contained in this table reflects "beneficial
ownership" as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and, as such, also includes shares acquirable
within 60 days. Unless otherwise indicated, the stockholders identified in this
table have sole voting and investment power with respect to the shares owned of
record by them.
NUMBER
NAME AND ADDRESS OF BENEFICIAL OWNER OF SHARES PERCENT (1)
------------------------------------- ----------- -----------
Gilder, Gagnon, Howe & Co. LLC (2) 2,361,030 12.8%
1775 Broadway, 26th Floor
New York, NY 10019
Mark C. Layton (3) 1,187,568 6.2%
Steven S. Graham (3) 757,805 4.0%
Thomas J. Madden (3) 469,628 2.5%
Timothy M. Murray (3) 185,256 1.0%
Harvey H. Achatz (3) 149,196 *
Michael G. Willoughby (3) 101,354 *
James F. Reilly (3) 86,405 *
C. Clifford Defee (3) (4) 45,435 *
David I. Beatson (3) 35,000 *
Dr. Neil W. Jacobs (3) 55,312 *
All directors and executive officers
As a group (10 persons) (5) 3,072,959 14.9%
=========== ===========
----------
* Represents less than 1%
(1) This table is based on 18,428,871 shares of Common Stock outstanding on
April 15, 2003.
(2) Based upon a Schedule 13G, Amendment No. 1, dated February 10, 2003
filed by Gilder, Gagnon, Howe & Co. LLC stating beneficial ownership
and shared voting and dispositive power as of December 31, 2002.
(3) Includes the following outstanding options to purchase the specified
number of shares of Common Stock, which are fully vested and
exercisable: Mark C. Layton - 641,137; Steven S. Graham - 645,779;
Thomas J. Madden - 383,003; Timothy M. Murray - 96,167; Harvey H.
Achatz - 82,973; Michael G. Willoughby - 99,409; James F. Reilly -
80,000; C. Clifford Defee - 31,000; David I. Beatson - 35,000; and Dr.
Neil W. Jacobs - 55,000.
(4) Mr. Defee's position as an executive officer was terminated as part of
a restructuring in September 2002.
(5) Includes outstanding options to purchase 2,149,468 shares of Common
Stock, which are fully vested and exercisable.
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