REGISTER COM INC - 10-K - 20030404 - SECURITY_OWNERS
Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters.
The following table sets
forth information known to the Company with respect to the beneficial ownership
of the Company’s Common Stock as of March 20, 2003, by (i) each
director, (ii) the
Named
Executive Officers, (iii) all directors and executive officers as a group,
and (iv) each entity that beneficially owns more than 5% of our Common Stock. Unless
otherwise indicated, each of the stockholders can be reached at our principal
executive offices located at 575 Eighth Avenue, 8th Floor, New York, NY 10018.
Shares Beneficially Owned**
Number
Percent
Named Executive Officers
Richard D. Forman (1)
4,780,921
11.4
%
Jonathan
Stern (2)
49,999
*
Walt
Meffert, Jr. (3)
51,830
*
Jack
S. Levy (4)
239,154
*
Michael
Pollack (5)
60,468
*
Directors
Dewain
K. Cross
—
*
Taher
Elgamal (6)
15,000
*
Peter
A. Forman (7)
3,290,765
7.9
Stanley
Morten
—
*
Mitchell
I. Quain (8)
127,400
*
Jim
Rosenthal (9)
70,000
*
Reginald
Van Lee (10)
74,450
*
All
directors and executive officers as a group (15 persons) (11)
9,006,264
20.7
Principal
Stockholders
Royce
& Associates, LLC (12)
3,745,700
9.2
Farallon
Capital Management Partners (13)
2,040,000
5.0
*
Represents
less than 1%.
**
Gives effect
to the shares of Common Stock issuable upon the exercise of all options
exercisable within 60 days of March 20, 2003 and other rights beneficially
owned by the indicated stockholders on that date. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and includes voting and investment power with respect to shares.
Unless otherwise indicated, the persons named in the table have sole voting
and sole investment control with respect to all shares beneficially owned.
Percentage ownership is calculated based on shares of our Common Stock
outstanding as of March 20, 2003. To the Company’s knowledge,
except as disclosed in this table, no other stockholder beneficially owned
more than 5% of the outstanding shares of Common Stock as of March 20,
2003.
(1)
Includes 2,986,113
shares of Common Stock held by RDF Ventures LLC, 37,800 shares of Common
Stock held by the RDF 1999 Family Trust, warrants to purchase 699,717
shares of Common Stock at an exercise price of $0.97 per share, warrants
to purchase 291 shares of Common Stock at an exercise price of $3.43 per
share and currently exercisable options to purchase 525,000 shares of
Common Stock at a weighted average price of $29.86 per share.
(2)
Includes currently
exercisable options to purchase 49,999 shares of Common Stock at a weighted
average price of $6.62.
Includes currently
exercisable options to purchase 42,976 shares of Common Stock at a weighted
average price of $11.08 and a restricted stock grant of 8,734 shares,
which shares are subject to our repurchase right that expires on November
12, 2004.
(4)
Includes currently
exercisable options to purchase 201,103 shares of Common Stock at a weighted
average price of $9.46 and a restricted stock grant of 37,951 shares,
which shares are subject to our repurchase right, which right lapses with
respect to one quarter of the total shares granted on each of November
1, 2003, February 1, May 1, and August 1, 2004.
(5)
Includes currently
exercisable options to purchase 53,762 shares of Common Stock at a weighted
average price of $12.78 and a restricted stock grant of 5,587 shares,
which shares are subject to our repurchase right that expires on June
11, 2004.
(6)
Includes currently
exercisable options to purchase 15,000 shares of Common Stock at a weighted
average price of $8.53.
(7)
Includes 2,699,438
shares of Common Stock held by Forman Capital Management, LLC, warrants
to purchase 548,247 shares of Common Stock at an exercise price of $0.97
per share, warrants to purchase 980 shares of Common Stock at an exercise
price of $3.43 per share and currently exercisable options to purchase
10,000 shares of Common Stock at a weighted average price of $9.23.
(8)
Includes 7,400
shares held in trust for Mr. Quain’s children and currently exercisable
options to purchase 110,000 shares of Common Stock at a weighted average
price of $5.76.
(9)
Includes currently
exercisable options to purchase 60,000 shares of Common Stock at a weighted
average price of $12.68.
(10)
Includes currently
exercisable options to purchase 74,450 shares of Common Stock at a weighted
average price of $18.04.
(11)
Includes: Dewain
K. Cross, Taher Elgamal, Richard D. Forman, Peter A. Forman, Stanley Morten,
Mitchell I. Quain, Jim Rosenthal, Reginald Van Lee, Lori Faye Fischler,
David W. Hirschler, Alan Kipust, Jack S. Levy, Michael Pollack, Walt Meffert,
Jr. and Jonathan Stern.
(12)
Based on a
Schedule 13G filed with the Securities and Exchange Commission on
February 5, 2003. Royce & Associates, LLC (“Royce”)
is a registered Investment Advisor and has sole voting and dispositive
power over these shares. Royce’s principal business address
is 1414 Avenue of the Americas, New York, NY 10019.
(13)
Based upon
information provided to us by Farallon Capital Management Partners (“Farallon”)
in February 2003, such shares were acquired after December 31, 2002. Farallon’s
principal business address is One Maritime Plaza, San Francisco, CA 94111.
The following table provides information as of December 31, 2002 with respect to the shares of the Company’s Common Stock that may be issued under the Company’s existing equity compensation plans.
Plan
Category
Number
of Securities
to be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted
Average
Exercise Price of
Outstanding Options, Warrants
and Rights
Number
of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
(a)
(b)
(c)
Equity
Compensation Plans Approved by Security Holders (1)
5,872,161
(2)
$
12.18
3,022,587
(3)
Equity
Compensation Plans Not Approved by Security Holders (4)
12,000
$
1.13
—
Total
5,804,161
$
12.16
3,022,587
(1)
Includes options
to purchase shares under the following plans: the 2000 Plan and the ESPP.
(2)
Excludes purchase
rights accruing under the ESPP, which has a shareholder approved reserve
of 547,302 shares of Common Stock (639,228 shares of Common Stock as of
January 1, 2003). Under the ESPP, each eligible employee may purchase
shares of Common Stock through payroll deductions of up to 10% of their
eligible compensation. The price paid by the employee is 85% of
the fair market value on the offering date or the last day of the purchase
period. There are two 6-month purchase periods per year commencing
May 1 and November 1.
(3)
Consists of
shares available for future issuance under the 2000 Plan and the ESPP.
(4)
Consists of
the following warrants to purchase shares of Common Stock issued prior
to the Company’s initial public offering, pursuant to compensation
arrangements with advisors: 1,500 shares at an exercise price of $0.43
per share, which expires September 21, 2008; 5,250 shares at an exercise
price of $0.57 per share, which expires March 17, 2009; and 5,250 shares
at an exercise price of $1.57 per share, which expires June 10, 2009.
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