Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Dialogic Inc. | d483932d8k.htm |
Exhibit 99.1
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of our common stock as of February 8, 2013 by: (i) each director; (ii) each of the named executive officers; and (iii) all of our executive officers and directors as a group. In addition, the table sets forth certain information regarding the ownership of our common stock by all those known by us to be beneficial owners of more than five percent of our common stock as of February 8, 2013.
| Beneficial Ownership (1) | Percent |
|||||||
| Beneficial Owner |
Number of Shares | of Total | ||||||
| 5% Stockholders |
||||||||
| Entities Affiliated with Tennenbaum Capital Partners, LLC (2) |
12,542,161 | 64.4 | % | |||||
| Eicon Dialogic Investment SRL (3) |
1,403,813 | 8.8 | ||||||
| ApS Kbus 17 nr. 2101 (4) |
1,002,169 | 6.3 | ||||||
| GW Invest ApS (5) |
1,002,169 | 6.3 | ||||||
| Executive Officers and Directors |
||||||||
| Nick DeRoma (6) |
14,240 | * | ||||||
| Dion Joannou(7) |
29,360 | * | ||||||
| Patrick Jones |
2,457 | * | ||||||
| Richard Piasentin |
1,389 | * | ||||||
| Rajneesh Vig (2) |
12,542,161 | 64.4 | ||||||
| W. Michael West (8) |
7,845 | * | ||||||
| Kevin Cook (9) |
49,799 | * | ||||||
| John Hanson (10) |
26,249 | * | ||||||
| Anthony Housefather (11) |
18,386 | * | ||||||
| All executive officers and directors as a group (9 persons) (12) |
12,691,886 | 64.8 | % | |||||
| * | Less than one percent. |
| (1) | This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 15,863,894 shares outstanding on February 8, 2013, adjusted as required by rules promulgated by the SEC. |
| (2) | Consists of (i)1,316,931 shares held by Special Value Expansion Fund, LLC (“SVEF”), (ii) 3,121,128 shares held by Special Value Opportunity Fund, LLC (“SVOF”), (iii) 4,504,102 shares held by Tennenbaum Opportunities Partners V, LP (“TOP V”) and (iv) an aggregate of 3,600,000 shares issuable upon the exercise of warrants exercisable within 60 days after February 8, 2013 held by SVEF, SVOF and TOP V. SVEF holds warrants to purchase 498,516 shares, SVOF holds warrants to purchase 1,181,484 shares and TOP V holds warrants to purchase 1,920,000 shares. Tennenbaum Capital Partners, LLC (“TCP”) serves as investment advisor to SVEF, SVOF and TOP V. Mr. Vig, currently a member of our Board, is a partner at TCP. Mr. Vig disclaims beneficial ownership of these shares, except to the extent of their pecuniary interest therein. |
| (3) | Messrs. Ben-Gacem and Guira, former members of the Board, and former Co-Heads of Investcorp Bank B.S.C.’s Technology Investment Group for Investcorp Bank B.S.C.. Sipco Holdings Limited is the ultimate parent of the entities that manage the Investcorp Technology Investment Group partnerships that indirectly own Eicon Dialogic Investment SRL. Messrs. Ben-Gacem and Guira disclaim beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
| (4) | Mr. Jensen, a former Chairman of the Board and former Chief Executive Officer, owns and controls ApS Kbus 17 nr. 2101 and may be deemed to beneficially own these shares. |
| (5) | Mr. Konnerup, a former member of the Board, owns and controls GW Invest ApS and may be deemed to beneficially own these shares. |
| (6) | Includes 10,356 shares issuable upon the vesting of restricted stock units within 60 days after February 8, 2013. |
| (7) | Includes 25,447 shares issuable upon the exercise of options exercisable within 60 days after February 8, 2013. |
| (8) | Includes 2,732 shares issuable upon the exercise of options exercisable within 60 days after February 8, 2013 and 6 shares issuable upon the vesting of restricted stock units within 60 days after February 8, 2013. |
| (9) | Consists of shares issuable upon the exercise of options exercisable within 60 days after February 8, 2013. |
| (10) | Consists of shares issuable upon the exercise of options exercisable within 60 days after February 8, 2013. |
| (11) | Includes 17,046 shares issuable upon the exercise of options exercisable within 60 days after February 8, 2013. |
| (12) | Includes the shares issuable upon the exercise of warrants within 60 days of February 8, 2013 as described in footnote 2 above, an aggregate of 10,362 shares issuable to our directors and executive officers upon the vesting of restricted stock units within 60 days after February 8, 2013 and an aggregate of 121,273 shares issuable to our directors and executive officers upon the exercise of options exercisable within 60 days after February 8, 2013. |
We know of no arrangements, the operation of which may at a subsequent date result in the change of control of Dialogic.