SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following tables set forth information regarding the beneficial ownership of our common stock, Series A preferred stock and Series B preferred stock,
as of April 27, 2007, by each current director, each named executive officer, all our current directors and executive officers as a group and persons who beneficially own 5% or more of our outstanding voting securities. The beneficial ownership
information described and set forth below is based on information furnished by the specified persons and is determined in accordance with Rule 13d-3 under the Exchange Act. It does not constitute an admission of beneficial ownership for any other
purpose.
Common Stock**
Series A Preferred
Stock
Series B Preferred
Stock**
Name of Beneficial Owner
Shares
Percent of
Common
Stock
Shares
Percent of
Series A
Preferred
Stock
Shares
Percent of
Series B
Preferred
Stock
Officers and Directors
Andrew Intrater(1)
66,580
*
—
—
—
—
Oliver R. Grace, Jr.(2)
1,187,426
8.5
10,469
7.0
—
—
James J. Pinto(3)
120,287
*
—
—
—
—
Vladimir A. Serdyuk(4)
26,223
*
—
—
—
—
Valentin V. Lazutkin
21,250
*
—
—
—
—
Alexander R. Vladislavlev
23,223
*
—
—
—
—
Jay M. Haft(5)
39,382
*
—
—
—
—
Ivan Y. Isakov
21,250
*
—
—
—
—
David Van Valkenburg
28,726
*
—
—
—
—
Mikhail A. Smirnov(6)
725,295
5.1
—
—
—
—
Tate Fite(7)
46,781
*
—
—
—
—
Andrew M. O’Shea(8)
147,959
1.0
—
—
—
—
Vitaly V. Spassky(9)
130,789
*
—
—
—
—
All current directors and executive officers as a group (13 persons)
Represents less than one percent (1%) of the Common Stock.
**
All numbers shown under the column “Common Stock” include, in the case of the Renova Media, the number of shares of common stock into which the number of shares of Series
B preferred stock beneficially owned (shown under the column “Series B Preferred Stock”) are convertible within 60 days and also include the number of shares of common stock into which the number of warrants beneficially owned are
exercisable within 60 days.
(1)
Includes: (i) 51,470 shares; and (ii) 15,110 shares issuable upon exercise of warrants. Because of his affiliation with Renova Media, Mr. Intrater may be deemed to
beneficially own the shares held by Renova Media. Mr. Intrater expressly disclaims such beneficial ownership.
(2)
Includes: (i) 256,506 shares of common stock held directly, through an individual retirement account, through a trust established for Mr. Grace’s benefit and through
a deferred compensation trust account with MOCC; (ii) 40,000 shares of common stock are issuable upon conversion of warrants; (iii) 47,500 shares of common stock held by a corporation which is owned by members of Mr. Grace’s
family; (iv) 611,842 shares of common stock are held by trusts for which Mr. Grace is a possible beneficiary; (v) 45,000 shares of common stock are held by The Anglo American Security Funds L.P., of which Mr. Grace is a general
partner; (vi) 31,500 shares of common stock are held by Diversified Long Term Growth Fund L.P., of which Mr. Grace is a general partner; (vii) 89,250 shares of Common Stock are held by Drake Associates L.P., of which Mr. Grace is
a general partner; (viii) 7,800 shares of common stock are held by Mr. Grace as trustee in trusts for which he is not a beneficiary; (ix) 12,250 shares of common stock are held as a result of Mr. Grace serving as co-trustee of
MOCC’s defined benefit retirement plan; (x) 480 shares of common stock are held by Mr. Grace’s spouse; and (xi) 3,977 shares of common stock are held in accounts for the benefit of Mr. Grace’s children. In
addition, Mr. Grace beneficially owns 10,469 shares of Series A preferred stock which are convertible into an aggregate of 31,982 shares of common stock. Finally, Mr. Grace beneficially owns $151,000 principal amount of debentures, which
are convertible into 9,339 shares of common stock, $59,000 principal amount of which is held directly and through an individual retirement account, $10,000 principal amount of which is held by Mr. Grace’s spouse and $82,000 principal
amount of which is held by The Anglo American Security Funds L.P. Included in the shares beneficially held are 143,065 shares of common stock which are subject to an irrevocable proxy and power of attorney in favor of Renova Media dated
December 1, 2004, and 364,061 shares of common stock which are subject to an irrevocable proxy and power of attorney in favor of Renova Media dated December 7, 2004, as described in Note (10) below. Mr. Grace disclaims beneficial
ownership of all shares owned by The Anglo American Security Funds L.P., Diversified Long Term Growth Fund L.P. and Drake Associates L.P., all shares held by him as trustee of trusts of which he is not a beneficiary and as co-trustee of the
Company’s defined benefit retirement plan, all shares owned by his spouse, and shares held in accounts for the benefit of his children.
(3)
Includes: (i) 120,226 shares; and (ii) 61 shares issuable upon conversion of debentures.
(4)
Because of his affiliation with Renova Media, Mr. Serdyuk may be deemed to beneficially own the shares held by Renova Media. Mr. Serdyuk expressly disclaims such
beneficial ownership.
(5)
Includes: (i) 33,338 shares held directly; and (ii) 6,044 shares issuable upon exercise of warrants. Because of his affiliation with Renova Media, Mr. Haft may be
deemed to beneficially own the shares held by Renova Media. Mr. Haft expressly disclaims such beneficial ownership.
(6)
Includes: (i) 483,530 shares held directly; and (ii) 241,765 shares issuable upon exercise of warrants. Excludes 443,924 shares of common stock issuable upon exercise of
unvested options.
(7)
All shares are issuable upon exercise of vested options and options vesting within 60 days. Excludes 93,560 shares of common stock issuable upon exercise of unvested options.
(8)
Includes: (i) 36,448 shares held directly; (ii) 1,511 shares issuable upon exercise of warrants; and (iii) 110,000 shares issuable upon exercise of vested options.
(9)
Includes: (i) 4,956 shares held directly; and (ii) 125,833 shares issuable upon conversion of vested options and options vesting within 60 days. Excludes 84,167 shares of
common stock issuable upon exercise of unvested options.
(10)
Shares of Common Stock owned directly by COMCOR are treated as beneficially owned by Renova Media by reason of Renova Media’s approximate 49% interest in COMCOR (anticipated to
become a majority interest following a pending private sale expected to close in May 2007).
Includes: (i) 3,375,084 shares of common stock held directly; (ii) 1,687,542 beneficially owned
by virtue of its ability to exercise warrants to acquire within 60 days 1,687,542 shares of common stock; (iii) 4,500,000 shares of common stock beneficially owned by virtue of its direct ownership of 4,500,000 shares of Series B preferred
stock, which are currently convertible within 60 days into 4,500,000 shares of common stock; (iv) 8,283,000 shares of common stock beneficially owned by virtue of its ability to exercise within 60 days warrants to acquire 8,283,000 shares of
Series B preferred stock which, in turn, are currently convertible within 60 days into 8,283,000 shares of common stock; (v) 4,220,879 shares of common stock held directly by COMCOR, which may be deemed beneficially owned by virtue of its
approximate 49% interest in COMCOR; (vi) 163,503 shares of common stock held directly by and among Oliver R. Grace, Jr., Frank E. Baker and the Anglo American Security Fund, L.P., which may be deemed beneficially owned by virtue of that certain
irrevocable proxy and power of attorney, dated December 1, 2004, whereby Renova Media was granted the right to vote such shares at its sole discretion at any meeting of stockholders or consent in lieu of a meeting, subject to certain
limitations, until January 12, 2009, unless terminated earlier in accordance with its terms; and (vii) 654,009 shares owned — beneficially or otherwise — by Oliver R. Grace, Jr., Andrew M. O’Shea and certain former officers
and directors of the Company, which may be deemed beneficially owned by virtue of that certain irrevocable proxy and power of attorney, dated December 7, 2004, whereby Renova Media was granted the right to vote such shares in its sole
discretion at any meeting of stockholders or consent in lieu of a meeting, subject to certain limitations, until January 12, 2009, unless terminated earlier in accordance with its terms.
Renova Media disclaims beneficial ownership of the shares of capital stock identified in subclauses (v)-(vii) of the preceding paragraph. Such shares
will be acquired in the merger on the same terms as the shares held by all other stockholders of the Company other than Renova Media.
The
12,783,000 shares of Series B preferred stock set forth in the principal stockholders table for the RME Parties merely restates Renova Media’s beneficial ownership of 4,500,000 shares of Series B preferred stock, as described in subclause
(iii) above, and 8,283,000 shares of Series B preferred stock which may be acquired upon exercise of warrants, as described in subclause (iv) of above.
The information set forth in this footnote is based on the ownership reported by Renova Media in Amendment No. 10 to its Schedule 13D filed with the SEC on April 24, 2007.
(11)
The information set forth in the table is based on the ownership reported by COMCOR in Amendment No. 5 to its Schedule 13D filed with the SEC on April 25, 2007.
(12)
Includes: (i) 596,500 shares beneficially owned as a result of its affiliations with Firebird Republics Fund, Ltd. and Firebird New Russia Fund, Ltd. (collectively, the
“Republics and New Russia Funds”), including (a) 433,500 shares held directly by the Republics and New Russia Funds, and (b) 163,000 shares issuable upon exercise of warrants held directly by the Republics and New Russia Funds;
(ii) 353,064 are beneficially owned as a result of its affiliation with the investment adviser for Firebird Avrora Fund, Ltd. (“Avrora”), including (c) 260,564 shares held directly by Avrora, and (d) 92,500 shares issuable
upon exercise of warrants held directly by Avrora; and (iii) 256,500 shares are beneficially owned as a result of its affiliation with the investment adviser for Firebird Fund, L.P. (“Firebird”), including (e) 181,000 shares held
directly by Firebird, and (f) 75,500 shares issuable upon exercise of warrants held directly by Firebird. The information set forth in this footnote is based on the ownership reported by Firebird Management LLC in Amendment No. 1 to its
Schedule 13G filed with the SEC on February 12, 2007.
The information relating to securities authorized for issuance
under equity plans set forth under the heading “Equity Compensation Plan Information” in Item 5 of this report.
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