Schedule 13d
| Filed by: | CREDIT SUISSE AG/ |
| Subject Company: | AFFYMAX, INC. |
| Filed as of Date: | 03/12/2009 |
| View Original Filing on Edgar's | |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
AFFYMAX,
INC.
(Name of
Issuer)
Common
Stock, $0.001 par value per share
(Title of
Class of Securities)
00826A109
(CUSIP
Number)
Ivy
Dodes
Credit
Suisse
Eleven
Madison Avenue
New
York, New York 10010
(212)
325-2000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March
2, 2009
(Date of
Event Which Requires Filing of This Statement)
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. o
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.
* The
remainder of this cover page shall be filled out for a reporting person’s
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.
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).
Page 1 of
18 Pages
------------------------------------
CUSIP No.
00826A109 SCHEDULE
13D
------------------------------------
|
1
|
NAMES
OF REPORTING PERSONS
Credit
Suisse
|
||
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e) x
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Switzerland
|
||
|
NUMBER
OF SHARES
|
7
|
SOLE
VOTING POWER
See
Item 5.
|
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED
VOTING POWER
See
Item 5.
|
|
|
EACH
REPORTING PERSON
|
9
|
SOLE
DISPOSITIVE POWER
See
Item 5.
|
|
|
WITH
|
10
|
SHARED
DISPOSITIVE POWER
See
Item 5.
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Item 5.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See
Item 5.
|
||
|
14
|
TYPE
OF REPORTING PERSON
BK
|
||
Page 2 of
18 Pages
Item
1. Security
and Issuer.
This
statement on Schedule 13D (this “Statement”) relates to the Common Stock, $0.001
par value per share (“Shares”), of Affymax, Inc., a Delaware corporation (the
“Company”). The principal executive offices of the Company are located at 4001
Miranda Avenue, Palo Alto, California 94304.
Item
2. Identity
and Background.
In
accordance with Securities and Exchange Commission Release No. 34-39538 (January
12, 1998), this Statement is being filed by Credit Suisse (the “Bank”), a Swiss
bank, on behalf of its subsidiaries to the extent that they constitute the
Investment Banking division (the “Investment Banking division”), the Alternative
Investments business (the “AI Business”) within the Asset Management division
(the “Asset Management division”) and the U.S. private client services business
(the “U.S. PCS Business”) within the Private Banking division (the “Private
Banking division”) (the “Reporting Person”). The address of the principal
business and office of the Bank is Uetlibergstrasse 231, P.O. Box 900, CH 8070
Zurich, Switzerland. The address of the principal business and office of the
Reporting Person in the United States is Eleven Madison Avenue, New York, NY
10010.
The Bank
owns directly a majority of the voting stock, and all of the non-voting stock,
of Credit Suisse Holdings (USA), Inc. (“CS Hldgs USA Inc”), a Delaware
corporation. The address of the principal business and office of CS Hldgs USA
Inc is Eleven Madison Avenue, New York, NY 10010. The ultimate parent company of
the Bank and CS Hldgs USA Inc, and the direct owner of the remainder of the
voting stock of CS Hldgs USA Inc, is Credit Suisse Group AG (“CSG”), a
corporation formed under the laws of Switzerland.
CS Hldgs
USA Inc owns all of the voting stock of Credit Suisse (USA), Inc. (“CS USA
Inc”), a Delaware corporation and holding company. CS USA Inc is the sole member
of Credit Suisse Securities (USA) LLC (“CS Sec USA LLC”), a Delaware limited
liability company and a registered broker-dealer that effects trades in many
companies, including the Company. CS USA Inc also owns all the voting stock of
Credit Suisse Capital Holdings, Inc., a Delaware corporation and holding company
(“CS Cap Hldgs Inc”), which is the sole member of Credit Suisse Capital LLC (“CS
Cap”), which is a Delaware limited liability company and an over-the-counter
derivatives dealer. CS Sec USA LLC is the successor company of Credit Suisse
First Boston LLC (“CSFB LLC”), and all references hereinafter to CSFB LLC shall
be deemed to refer to CS Sec USA LLC. The address of the principal business and
office of each of CS USA Inc, CS Cap Hldgs Inc, CS Cap and CS Sec USA LLC is
Eleven Madison Avenue, New York, NY 10010.
Sprout
Capital IX, L.P. (“Sprout IX”), Sprout Entrepreneurs Fund, L.P. (“Sprout
Entrepreneurs”), Sprout IX Plan Investors, L.P. (“SIPI”) are Delaware limited
partnerships which make investments for long-term appreciation. DLJ Capital
Corporation (“DLJCC”), a Delaware corporation and a wholly-owned subsidiary of
CS USA Inc, acts as a venture capital partnership management company. DLJCC is
also the general partner of Sprout Entrepreneurs. DLJCC is also the managing
general partner of Sprout IX and, as such, is responsible for its day-to-day
management. DLJCC makes all of the investment decisions on behalf of Sprout IX
and Sprout Entrepreneurs. DLJ Associates IX, L.P. (“Associates IX”), a Delaware
limited partnership, is a general partner of Sprout IX and in accordance with
the terms of the relevant partnership agreement, does not participate in
investment decisions made on behalf of Sprout IX. DLJ Capital Associates IX,
Inc. (“DLJCA IX”), a Delaware corporation and wholly-owned subsidiary of DLJCC,
is the managing general partner of Associates IX. DLJ LBO Plans Management
Corporation II (“DLJLBO II”), a Delaware corporation, is the general partner of
SIPI and, as such, is responsible for its day-to-day management. DLJLBO II makes
all of the investment decisions on behalf of SIPI. DLJLBO II is an indirect
wholly-owned subsidiary of CS USA Inc. Kathleen
D. LaPorte is a Managing Director of New Leaf Venture Partners, L.L.C. (“NLV”).
NLV has entered into an agreement with DLJCC, which is an indirect subsidiary of
the Bank. Pursuant to the agreement, NLV provides sub-management services for
the Sprout investment portfolio. Ms. LaPorte also serves as a director on the
Company’s board of directors.
Page 3 of
18 Pages
The
address of the principal business and office of each of DLJCC, DLJCA IX,
Associates IX, Sprout IX, Sprout Entrepreneurs, SIPI and DLJLBO II, is Eleven
Madison Avenue, New York, NY 10010. Each of DLJCC, Sprout IX, Sprout
Entrepreneurs and SIPI is individually referred to as a “Purchasing Entity,” and
such entities are collectively referred to as the “Purchasing Entities.” The
Purchasing Entities, Associates IX, DLJCA IX and DLJLBO II, are collectively
referred to as the “CS Entities.”
CSG is a
global financial services company, active in all major financial centers and
providing a comprehensive range of banking products. The Bank is comprised of
the Investment Banking division, the Asset Management division and the Private
Banking division. The Investment Banking division provides financial advisory
and capital raising services and sales and trading to institutional, corporate
and government clients worldwide. The Asset Management division provides asset
management and investment advisory services to institutional, mutual fund and
private investors worldwide and offers products across a broad range of
investment classes, including alternative investments. The Private Banking
division offers global private banking and corporate and retail banking services
in Switzerland. The business address of CSG is Paradeplatz 8, P.O. Box 1, CH
8070 Zurich, Switzerland.
CSG, for
purposes of the federal securities laws, may be deemed ultimately to control the
Bank and the Reporting Person. CSG, its executive officers and directors, and
its direct and indirect subsidiaries (including those subsidiaries that
constitute the Asset Management division (other than the AI Business) (the
“Traditional AM Business”) and the Private Banking division (other than the U.S.
PCS Business) (the “Non-U.S. PB Business”)) may beneficially own Shares to which
this Statement relates and such Shares are not reported in this Statement. CSG
disclaims beneficial ownership of Shares beneficially owned by its direct and
indirect subsidiaries, including the Reporting Person. Each of the Traditional
AM Business and the Non-U.S. PB Business disclaims beneficial ownership of
Shares beneficially owned by the Reporting Person. The Reporting Person
disclaims beneficial ownership of Shares beneficially owned by CSG, the
Traditional AM Business and the Non-U.S. PB Business.
The
Reporting Person, CS Hldgs USA Inc, CS USA Inc and CS Sec USA LLC may be deemed
for purposes of this Statement to beneficially own Shares held in client
accounts with respect to which CS Sec USA LLC or its employees have voting or
investment discretion, or both (“Managed Accounts”). The Reporting Person, CS
Hldgs USA Inc, CS USA Inc and CS Sec USA LLC disclaim beneficial ownership of
Shares held in Managed Accounts.
The name,
business address, citizenship, present principal occupation or employment, and
the name and business address of any corporation or organization in which each
such employment is conducted, of each executive officer or director of the
Reporting Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, DLJCC, DLJCA IX,
DLJLBO II, CS Cap and CS Cap Hldgs Inc are set forth on Schedules A-1 through
A-9 attached hereto, each of which is incorporated by reference
herein.
Except as
otherwise provided herein, during the past five years none of the Reporting
Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, CS Cap, CS Cap Hldgs Inc,
the CS Entities nor, to the best knowledge of the Reporting Person, any of the
other persons listed on Schedules A-1 through A-9 attached hereto, has been
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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 United States
federal or state securities laws or finding any violation with respect to such
laws.
On August
26, 2004, the SEC issued an order, to which CSFB LLC consented without admitting
or denying the findings contained therein, finding that Donaldson, Lufkin &
Jenrette Securities Corp. (“DLJ”), predecessor in interest to CSFB LLC, violated
Section 15(b)(4)(e) of the Exchange Act, which requires broker-dealers
reasonably to supervise persons subject to their supervision with a view toward
preventing violations of the federal securities laws, by failing reasonably to
supervise a DLJ registered representative with a view toward preventing the
registered representative’s violations of Section 17(a) of the Securities Act of
1933, as amended (the “Securities Act”), Section 10(b) of the Exchange Act and
SEC Rule 10b-5 thereunder. The SEC censured CSFB LLC pursuant to Section
15(b)(4) of the Exchange Act and ordered CSFB LLC to (i) pay a fine of $1
million, (ii) retain an independent consultant to evaluate the effectiveness of
CSFB LLC’s supervisory and compliance systems, policies and procedures designed
to detect and prevent violations of certain federal securities laws and (iii)
implement all of the recommendations contained in the final report of the
independent consultant.
Page 4 of
18 Pages
On May
31, 2005, the SEC issued an order, to which CSFB LLC consented without admitting
or denying the findings contained therein, finding that CSFB LLC violated
Section 17(a) of the Exchange Act and SEC Rule 17a-3(a)(2) thereunder and failed
reasonably to supervise with a view toward preventing or detecting a CSFB LLC
trader’s violations of Section 17(a) of the Securities Act, Section 10(b) of the
Exchange Act and SEC Rule 10b-5 thereunder, which prohibit fraudulent conduct in
the offer or sale of securities and in connection with the purchase or sale of
securities. In connection with the order, CSFB LLC undertook to improve various
supervisory procedures. The SEC ordered CSFB LLC to (i) pay a fine of $200,000
and (ii) cease and desist from committing any current or future violations of
Section 17(a) of the Exchange Act and SEC Rule 17a-3 thereunder.
On
September 17, 2008, CSG announced that it had reached a settlement with the
Attorney General of the State of New York and the North American Securities
Administrators Association Task Force regarding Auction Rate Securities (“ARS”).
While neither admitting nor denying allegations of wrongdoing, CSG agreed to
repurchase at par ARS held by eligible individual investors, charities and
certain businesses and pay a $15 million penalty. CSG estimates the cost of the
buy back will be approximately $550 million. Additionally, under the terms of
the settlement, CSG also consented to special Financial Industry Regulatory
Authority ARS arbitration to resolve potential claims of consequential damages
and agreed to continue to work with issuers and other interested parties,
including regulatory and governmental entities, to expeditiously provide
liquidity solutions for institutional investors. ARS where the auctions are
clearing or there is a scheduled redemption are not covered by the
settlement. Other Wall Street firms were subject to similar
requirements.
On
February 12, 2009, in connection with one such arbitration between
STMicroelectronics N.V. (“STM”) as claimant and CS Sec USA LLC as respondent,
FINRA ordered CS Sec USA LLC to pay an arbitration award of approximately $406
million. FINRA also ordered STM to transfer to CS Sec USA LLC ownership of its portfolio
with CS Sec USA LLC upon receipt of the arbitration award.
Item
3. Source
and Amount of Funds or Other Consideration.
On
February 13, 2009, the Purchasing Entities entered into a Securities Purchase
Agreement (the “Securities Purchase Agreement”) with the Company. Pursuant to
the Securities Purchase Agreement, the Purchasing Entities agreed to purchase
652,262 additional Shares at $15.25 per Share and, in connection therewith, to
receive warrants (each, a “Warrant,” and collectively, the “Warrants”) to
purchase 423,971 additional Shares (“Warrant Shares”) at $0.125 per Warrant
Share, for an aggregate purchase price of $9,999,991.88. The exercise price of
the Warrant is $16.775 per Warrant Share. The Warrants are exercisable in cash
or by net exercise for a period of five years from the consummation of the
transactions (the “Closing”) contemplated by the Securities Purchase Agreement.
The description of the Warrants and the Securities Purchase Agreement in this
Item 3 are qualified in its entirety by reference to the full text of the Form
of Warrant to Purchase Common Stock and the Securities Purchase Agreement, which
were filed as Exhibit 4.5 and Exhibit 10.32, respectively, to the Current Report
on Form 8-K filed by the Company on February 19, 2009, and are incorporated by
reference herein.
The
Closing took place on March 2, 2009. The following chart indicates the amount of
Shares and Warrant Shares acquired by the Purchasing Entities in connection with
the Closing.
Page 5 of
18 Pages
|
Purchasing
Entities
|
Number
of Shares Purchased
|
Number
of Warrant Shares for which Warrants may be Exercised
|
|
Sprout
Entrepreneurs Fund, L.P.
|
2,394
|
1,557
|
|
Sprout
Capital IX, L.P.
|
607,440
|
394,836
|
|
Sprout
IX Plan Investors, L.P.
|
35,065
|
22,792
|
|
DLJ
Capital Corporation
|
7,363
|
4,786
|
The funds
used by the Purchasing Entities to make the acquisitions described above were
obtained from working capital.
Item
4. Purpose
of the Transaction.
The Purchasing Entities purchased the
Shares and the Warrant Shares pursuant to the Securities Purchase Agreement for
investment purposes and, through representation on the Company’s board of
directors, to influence the management policies of the Company with the aim of
enhancing shareholder value. The Reporting Person will review from
time to time the Company’s business affairs and financial position as well as
general economic and industry conditions existing at the time. Based
on such evaluation and review, the Reporting Person may consider from time to
time various alternative courses of action. Such actions may include
the acquisition or disposition of the Shares or other securities through open
market transactions, privately negotiated transactions, a tender offer, an
exchange offer or otherwise.
Except as
set forth herein, the Reporting Person has no present plans or proposals that
relate to or that would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item
5. Interest
in Securities of the Issuer.
|
|
(a)
|
As
of March 10, 2009, the Reporting Person may be deemed to beneficially own
an aggregate of 2,659,752 Shares, consisting of (i) 2,101,693
Shares and 394,836 Warrant Shares held by Sprout IX; (ii) 96,003 Shares
and 22,792 Warrant Shares held by SIPI; (iii) 6,553 Shares and 1,557
Warrant Shares held by Sprout Entrepreneurs; (iv) 20,158 Shares and 4,786
Warrant Shares held by DLJCC; and (v) 11,374 Shares held by CS Sec USA
LLC.
|
| Accordingly, the Reporting Person may be deemed to beneficially own 13.9% of the outstanding Shares of the Company. This percentage is calculated based upon 19,087,551 outstanding shares of common stock of the Company, determined by adding the number of shares of common stock of the Company represented by the Company as outstanding as of February 13, 2009 in the Securities Purchase Agreement to the number of shares of common stock of the Company issued by the Company on March 2, 2009 in relation to the transactions disclosed by the Company in its Form 8-K filed on February 19, 2009, which transactions include the issuance of the Shares pursuant to the Securities Purchase Agreement. | ||
| To the best knowledge of the Reporting Person, and except as described herein, neither the Reporting Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, the CS Entities nor, to the best knowledge of the Reporting Person, any other persons listed on Schedules A-1 through A-9 attached hereto, beneficially owns any additional Shares. |
Page 6 of
18 Pages
|
|
(b)
|
With
respect to any rights or powers to vote, or to direct the vote of, or to
dispose of, or direct the disposition of, the Shares referenced in
paragraph 5(a), there is shared power to vote, or to direct the vote of,
and to dispose of, or to direct the disposition of, such Shares among the
Reporting Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC and the CS
Entities.
|
|
|
(c)
|
Except
as otherwise described herein, the Reporting Person has effected no
transactions in the Shares during the period beginning 60 days prior to
March 11, 2009.
|
|
|
(d)
|
No
other person is known by the Reporting Person to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the Shares beneficially owned by the Reporting Person, CS
Hldgs USA Inc, CS USA Inc, CS Sec USA LLC or the CS
Entities.
|
|
|
(e)
|
Not
applicable.
|
Item
6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
The disclosure set forth under Item 3
relating to the Securities Purchase Agreement and the Warrants is hereby
incorporated by reference into this Item 6.
Item
7. Material
to be Filed as Exhibits.
|
|
Exhibit
1: Form of Warrant to Purchase Common Stock (incorporated by reference to
Exhibit 4.5 to the Current Report on Form 8-K filed by the Company on
February 19, 2009).
|
|
|
Exhibit
2: Securities Purchase Agreement (incorporated by reference to Exhibit
10.32 to the Current Report on Form 8-K filed by the Company on February
19, 2009).
|
Page 7 of
18 Pages
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.
Dated: March
12, 2009
| CREDIT SUISSE | |||
|
|
By:
|
/s/ Ivy Dodes | |
| Name: | Ivy Dodes | ||
| Title: | Managing Director | ||
Page 8 of
18 Pages
SCHEDULE
A-1
EXECUTIVE
OFFICERS AND DIRECTORS OF THE REPORTING PERSON
The
following sets forth the name, business address, present principal occupation
and citizenship of each executive officer and director of the Reporting Person.
The business address of the Reporting Person is Eleven Madison Avenue, New York,
New York 10010.
|
Name
|
Business
Address
|
Title
|
Citizenship
|
|||
|
James
Amine
|
17
Columbus Courtyard
London,
Great Britain
|
Co-Head
of the Global Investment Banking Department and Head of the Global Markets
Solution Group
|
United
States
|
|||
|
Robert
Basso
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Head
of Investment Banking and Americas Region Human Resources
|
United
States
|
|||
|
Gary
Bullock
|
Five
Canada Square
London,
Great Britain
|
Head
of Global Operations for the Investment Bank
|
Great
Britain
|
|||
|
Paul
Calello
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Chief
Executive Officer of the Global Investment Banking
Division
|
United
States
|
|||
|
Phil
Cushmaro
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Chief
Information Officer for the Investment Banking Division and Americas
Region
|
United
States
|
|||
|
Gael
de Boissard
|
One
Cabot Square
London,
Great Britain
|
Head
of Global Securities, Co-Head in the Europe, Middle East and Africa (EMEA)
Region and Head of the Global Rates and Foreign Exchange
Group
|
France
|
|||
|
John
A. Ehinger
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Head
of Global Securities Responsible for Equities and Securities Sales and
Research
|
United
States
|
|||
|
Marc
D. Granetz
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Co-Head
of Global Corporate and Investment Banking, Head of the Global Mergers and
Acquisitions Group
|
United
States
|
|||
|
Stephen
Haratunian
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Head
of Strategic Risk Management Group for the Investment Banking
Division
|
United
States
|
|||
|
Robert
Jain
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Head
of Global Proprietary Trading
|
United
States
|
|||
|
Steven
Kantor
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Head
of Global Securities and Co-Head of Illiquid Alternatives Business, Head
of Credit Products, Head of Commercial Real Estate and Head of Private
Placements Group
|
United
States
|
Page 9 of
18 Pages
|
David
Mathers
|
One
Cabot Square
London,
Great Britain
|
Head
of Finance and Strategy for Investment Banking Division
|
Great
Britain
|
|||
|
Jonathan
McHardy
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Head
of Global Securities Responsible for Fixed Income Emerging Markets,
Commodities, Life Finance, Special Opportunities and Tax
|
Great
Britain
|
|||
|
D.
Neil Radey
|
One
Madison Avenue
New
York, NY 10010
USA
|
General
Counsel for the Americas and Co-General Counsel for the Investment Banking
Division
|
United
States
|
|||
|
Eric
M. Varvel
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Chief
Executive Officer of Credit Suisse for the Europe, Middle East and Africa
Region
|
United
States
|
|||
|
Cristina
Von Bargen
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Head
of Corporate Communications for the Investment Banking
Division
|
United
States
|
Page 10
of 18 Pages
SCHEDULE
A-2
EXECUTIVE
OFFICERS AND DIRECTORS OF CREDIT SUISSE HOLDINGS (USA), INC.
The
following sets forth the name, business address, present principal occupation
and citizenship of each executive officer and director of Credit Suisse Holdings
(USA), Inc. The business address of Credit Suisse Holdings (USA), Inc. is Eleven
Madison Avenue, New York, New York 10010, USA.
|
Name
|
Business
Address
|
Title
|
Citizenship
|
|
Paul
Calello
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Managing
Director and Board Member
|
United
States
|
|
Peter
J. Feeney
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Treasurer
|
United
States
|
|
Paul
J. O’Keefe
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Chief
Financial Officer and Controller
|
United
States
|
|
D.
Neil Radey
|
One
Madison Avenue
New
York, NY 10010
USA
|
Managing
Director and General Counsel
|
United
States
|
|
Robert
S. Shafir
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
President,
Chief Executive Officer and Board Member
|
United
States
|
|
Lewis
H. Wirshba
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Managing
Director and Board Member
|
United
States
|
Page 11
of 18 Pages
SCHEDULE
A-3
EXECUTIVE
OFFICERS AND DIRECTORS OF CREDIT SUISSE (USA), INC.
The
following sets forth the name, business address, present principal occupation
and citizenship of each executive officer and director of Credit Suisse (USA),
Inc. The business address of Credit Suisse (USA), Inc. is Eleven Madison Avenue,
New York, New York 10010, USA.
|
Name
|
Business
Address
|
Title
|
Citizenship
|
|
Paul
Calello
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member
|
United
States
|
|
Anthony
DeChellis
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member
|
United
States
|
|
Peter
J. Feeney
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Managing
Director and Treasurer
|
United
States
|
|
Paul
J. O’Keefe
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Chief
Financial and Accounting Officer
|
United
States
|
|
D.
Neil Radey
|
One
Madison Avenue
New
York, NY 10010
USA
|
Managing
Director and General Counsel
|
United
States
|
|
Robert
S. Shafir
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
President,
Chief Executive Officer and Board Member
|
United
States
|
|
Lewis
H. Wirshba
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Managing
Director and Board Member
|
United
States
|
Page 12
of 18 Pages
SCHEDULE
A-4
EXECUTIVE
OFFICERS AND DIRECTORS OF CREDIT SUISSE SECURITIES (USA) LLC
The
following sets forth the name, business address, present principal occupation
and citizenship of each executive officer and director of Credit Suisse
Securities (USA) LLC. The business address of Credit Suisse Securities (USA) LLC
is Eleven Madison Avenue, New York, New York 10010, USA.
|
Name
|
Business
Address
|
Title
|
Citizenship
|
|
Paul
Calello
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Co-Chief
Executive Officer, Co-President and Board Member
|
United
States
|
|
Anthony
DeChellis
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member
|
United
States
|
|
Gary
Gluck
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Treasurer
|
United
States
|
|
Paul
J. O’Keefe
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Chief
Financial Officer
|
United
States
|
|
D.
Neil Radey
|
One
Madison Avenue
New
York, NY 10010
USA
|
Managing
Director and General Counsel
|
United
States
|
|
Robert
S. Shafir
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Co-Chief
Executive Officer, Co-President and Board Member
|
United
States
|
Page 13
of 18 Pages
SCHEDULE
A-5
EXECUTIVE
OFFICERS AND DIRECTORS OF DLJ CAPITAL CORPORATION
The
following sets forth the name, business address, present principal occupation
and citizenship of each executive officer and director of DLJ Capital
Corporation. The business address of DLJ Capital Corporation is Eleven Madison
Avenue, New York, New York 10010, USA.
|
Name
|
Business
Address
|
Title
|
Citizenship
|
|
Peter
J. Feeney
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and Treasurer
|
United
States
|
|
Robert
Finzi
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and Co-Chairman
|
United
States
|
|
Janet
A. Hickey
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Co-Chairman
|
United
States
|
|
George
R. Hornig
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
President
|
United
States
|
Page 14
of 18 Pages
SCHEDULE
A-6
EXECUTIVE
OFFICERS AND DIRECTORS OF DLJ CAPITAL ASSOCIATES IX, INC.
The
following sets forth the name, business address, present principal occupation
and citizenship of each executive officer and director of DLJ Capital Associates
IX, Inc. The business address of DLJ Capital Associates IX, Inc. is Eleven
Madison Avenue, New York, New York 10010, USA.
|
Name
|
Business
Address
|
Title
|
Citizenship
|
|
Peter
J. Feeney
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Treasurer
|
United
States
|
|
Robert
Finzi
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and Vice President
|
United
States
|
|
Janet
A. Hickey
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and Vice President
|
United
States
|
|
George
R. Hornig
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and President
|
United
States
|
Page 15
of 18 Pages
SCHEDULE
A-7
EXECUTIVE
OFFICERS AND DIRECTORS OF DLJ LBO PLANS MANAGEMENT CORPORATION II
The
following sets forth the name, business address, present principal occupation
and citizenship of each executive officer and director of DLJ LBO Plans
Management Corporation II. The business address of DLJ LBO Plans Management
Corporation II is Eleven Madison Avenue, New York, New York 10010,
USA.
|
Name
|
Business
Address
|
Title
|
Citizenship
|
|
Nicole
S. Arnaboldi
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member
|
United
States
|
|
Ivy
B. Dodes
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member, Vice President and Assistant Secretary
|
United
States
|
|
Peter
J. Feeney
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Treasurer
|
United
States
|
|
George
R. Hornig
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and President
|
United
States
|
|
Edward
A. Poletti
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and Senior Vice President
|
United
States
|
Page 16
of 18 Pages
SCHEDULE
A-8
EXECUTIVE
OFFICERS AND DIRECTORS OF CREDIT SUISSE CAPITAL LLC
The
following sets forth the name, business address, present principal occupation
and citizenship of each executive officer and director of Credit Suisse Capital
LLC. The business address of Credit Suisse Capital LLC is Eleven Madison Avenue,
New York, New York 10010.
|
Name
|
Business
Address
|
Title
|
Citizenship
|
|
Dave
W. Chitty
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member, Chairman and Chief Executive Officer
|
United
States
|
|
Paul
J. O’Keefe
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Chief
Financial Officer
|
United
States
|
|
Howie
Shams
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and Managing Director
|
United
States
|
|
Robert
P. Sowler
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and President
|
Great
Britain
|
|
Augustine
Vargetto
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and Chief Operation Officer
|
United
States
|
Page 17
of 18 Pages
SCHEDULE
A-9
EXECUTIVE
OFFICERS AND DIRECTORS OF CREDIT SUISSE CAPITAL HOLDINGS, INC.
The
following sets forth the name, business address, present principal occupation
and citizenship of each executive officer and director of Credit Suisse Capital
Holdings, Inc. The business address of Credit Suisse Capital Holdings, Inc. is
Eleven Madison Avenue, New York, New York 10010.
|
Name
|
Business
Address
|
Title
|
Citizenship
|
|
Wilson
Ervin
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and Managing Director
|
United
States
|
|
Peter
J. Feeney
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Treasurer
|
United
States
|
|
Gary
Gluck
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and Managing Director
|
United
States
|
|
Robert
E. Griffith
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and Managing Director
|
United
States
|
|
Paul
J. O’Keefe
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Chief
Financial Officer
|
United
States
|
|
Robert
P. Sowler
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and President
|
Great
Britain
|
|
Philip
S. Vasan
|
Eleven
Madison Avenue
New
York, NY 10010
USA
|
Board
Member and Managing Director
|
United
States
|
Page 18 of 18 Pages
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