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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
INTEVAC, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
461148-AA6
(Cusip Number)
Ann Becher Smead
Foster City LLC
395 Mill Creek Circle
Vall, Colorado 81657
(970) 479-9433
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
February 10, 2004
(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 persons 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).
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CUSIP No. 461148-AA6
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1.
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Name of Reporting Person:
Foster City
LLC
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I.R.S. Identification Nos. of above persons (entities
only):
94-3258541
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions):
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(a)
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o
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(b)
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x
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3.
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SEC Use Only:
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4.
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Source of Funds (See
Instructions):
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
o
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6.
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Citizenship or Place of
Organization:
California
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Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
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7.
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Sole Voting Power:
563,031
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8.
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Shared Voting Power:
N/A
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9.
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Sole Dispositive Power:
563,031
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10.
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Shared Dispositive Power:
N/A
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
563,031
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
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13.
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Percent of Class Represented by Amount in Row (11):
2.8%
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14.
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Type of Reporting Person (See Instructions):
IV
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2
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CUSIP No. 461148-AA6
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1.
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Name of Reporting Person:
Redemco,
L.L.C.
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I.R.S. Identification Nos. of above persons (entities
only):
94-3372020
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions):
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(a)
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o
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(b)
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x
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3.
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SEC Use Only:
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4.
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Source of Funds (See
Instructions):
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
o
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6.
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Citizenship or Place of
Organization:
Delaware
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Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
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7.
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Sole Voting Power:
3,255,969
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8.
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Shared Voting Power:
N/A
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9.
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Sole Dispositive Power:
3,255,969
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10.
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Shared Dispositive Power:
N/A
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
3,255,969
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
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13.
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Percent of Class Represented by Amount in Row (11):
16.3%
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14.
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Type of Reporting Person (See Instructions):
IV
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3
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CUSIP No. 461148-AA6
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1.
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Name of Reporting Person:
Mill Creek Systems,
LLC
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I.R.S. Identification Nos. of above persons (entities
only):
84-1526882
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions):
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(a)
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o
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(b)
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x
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3.
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SEC Use Only:
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4.
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Source of Funds (See
Instructions):
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
o
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6.
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Citizenship or Place of
Organization:
Colorado
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Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
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7.
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Sole Voting Power:
3,255,969
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8.
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Shared Voting Power:
N/A
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9.
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Sole Dispositive Power:
3,255,969
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10.
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Shared Dispositive Power:
N/A
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
3,255,969
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
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13.
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Percent of Class Represented by Amount in Row (11):
16.3%
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14.
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Type of Reporting Person (See Instructions):
IV
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4
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CUSIP No. 461148-AA6
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1.
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Name of Reporting Person:
Ann Becher
Smead
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I.R.S. Identification Nos. of above persons (entities
only):
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions):
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(a)
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o
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(b)
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x
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3.
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SEC Use Only:
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4.
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Source of Funds (See
Instructions):
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
o
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6.
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Citizenship or Place of Organization:
United States of
America
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Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
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7.
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Sole Voting Power:
3,303,652*
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8.
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Shared Voting Power:
N/A
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9.
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Sole Dispositive Power:
3,303,652*
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10.
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Shared Dispositive Power:
N/A
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
3,303,652*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
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13.
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Percent of Class Represented by Amount in Row (11):
16.6%
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14.
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Type of Reporting Person (See Instructions):
IN
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* Includes 32,500 shares issuable upon exercise of Ann Becher
Smead, as the Personal Representative of the Estate of H. Joseph
Smead, of
stock options to purchase shares of Common Stock within
60 days.
5
This Amendment No. 4 to the statement of beneficial ownership on Schedule
13D is hereby filed by Foster City LLC on behalf of all the persons listed
above (the Filing Persons) pursuant to Rule 13d-
1(a)
and Rule 13d-
1(k)
to
amend and restate that statement of beneficial ownership on Schedule 13D (the
Schedule 13D) originally filed with the SEC on December 10, 1999, and amended
on March 21, 2000, June 18, 2003 and January 26, 2004. Foster City LLC is a
California limited liability company. Ann Becher Smead is a Manager of Foster
City LLC and the sole Manager of Mill Creek Systems, LLC, a Colorado limited
liability company. Mill Creek Systems, LLC is a Managing Member of Redemco,
L.L.C., a Delaware limited liability company.
This Amendment No. 4 is being filed to report the sale by Foster City LLC
of 1,781,000 shares of common stock of Intevac, Inc., a California corporation.
Item 1. Security and Issuer
This amended statement of beneficial ownership on Schedule 13D (this
Statement) relates to the common stock, no par value (the Common
Stock), of Intevac, Inc., a California corporation (Intevac or
Issuer). The principal executive offices of Intevac are located at 3550
Bassett Street, Santa Clara, California 95954.
Item 2. Identity and Background
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(a)
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This Statement is filed on behalf of Foster City LLC, a
California limited liability company, Redemco, L.L.C., a Delaware
limited liability company, Mill Creek Systems, LLC, a Colorado
limited liability company, and Ann Becher Smead.
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(b)-(c)
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Foster City LLC is a holding company for various investments. Ann
Becher Smead is one of three Managers of Foster City LLC. The
address of Foster City LLCs principal business is 395 Mill Creek
Circle, Vail, Colorado 81657. The address of Foster City LLCs
executive offices is the same as the address of its principal
business.
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Redemco, L.L.C. is a holding company for various investments. Mill
Creek Systems, LLC is one of two Managing Members of Redemco, L.L.C.
The address of Redemco, L.L.C.s principal business is 395 Mill
Creek Circle, Vail, Colorado 81657. The address of Redemco, L.L.C.s
executive offices is the same as the address of its principal
business.
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Mill Creek Systems, LLC is a holding company for various
investments. Ann Becher Smead is the sole Manager of Mill Creek
Systems, LLC. The address of Mill Creek System LLCs principal
business is 395 Mill Creek Circle, Vail, Colorado 81657. The address
of Mill Creek Systems, LLCs executive offices is the same as the
address of its principal business.
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Set forth on Schedule I is the name, and present principal
occupation or employment, and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, of each of the directors and executive
officers of or other persons exercising control over Foster City
LLC, Redemco, L.L.C. and Mill Creek Systems, LLC as of the date
hereof.
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(d)-(e)
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During the last five years, the Filing Persons (i) have not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) have not been 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, federal or state
securities laws or finding any violation with respect to such laws.
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(f)
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Ann Becher Smead is a citizen of the United States of America.
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Item 3. Source and Amount of Funds or Other Consideration
This Amendment No. 4 to Schedule 13D relates to the sale by Foster City
LLC of 1,781,000 shares of Common Stock of Intevac in an underwritten public
offering conducted under Intevacs registration statements on Form S-3 filed
December 19, 2003 and February 5, 2004, and as such registration
statements have been amended. No funds or
other consideration were paid by Foster City LLC with respect to its sale
of the Common Stock other than an underwriting discount extended to the
underwriters of $0.80 off the public offering price of $15.00 per share,
or $1,424,800 in the aggregate.
The initial source and consideration used to acquire the 5,600,000 shares
of Common Stock of Intevac originally held by Foster City LLC and Redemco,
L.L.C. was pursuant to a Promissory Note dated December 1, 1999 issued by
Foster City LLC to Kaiser Aerospace & Electronics Corporation, as
previously reported and filed with the initial Schedule 13D. Initially,
Foster City LLC directly owned all 5,600,000 shares.
On June 18, 2003, Foster City LLC sold 3,255,969 shares of Common Stock of
Intevac to Redemco, L.L.C. pursuant to that certain Stock Purchase
Agreement, dated June 16, 2003, between Redemco, L.L.C. and Foster City
LLC (the Stock Purchase Agreement), at a purchase price of
$13,316,913.21, or $4.09 per share of Common Stock representing the
average (rounded to the nearest whole cent per share) of the high and low
sales prices of the Common Stock as quoted on the National Association of
Securities Dealers National Market System for the 15 trading days ending
on the day immediately preceding the date of the Stock Purchase Agreement,
minus a discount equal to 20% of the average price of a share of Common
Stock (the Purchase Price). Consideration for the purchase price
consisted of (a) Redemco, L.L.C.s cancellation of Foster City LLCs
obligation to repay the outstanding principal amount and accrued but
unpaid interest owing under that certain Promissory Note of Foster City
LLC payable to Redemco, L.L.C. in the original principal amount of
$17,000,000.00 and dated November 29, 2000, and (b) cash in an amount
equal to $446,554.80.
On January 26, 2004, Mill Creek Systems, LLC and Ann Becher Smead were
added as Filing Persons and Edward Durbin and H. Joseph Smead were removed
as Filing Persons as a result of a reallocation among the Filing Persons
of the percentage of the outstanding Common Stock which may be deemed to
be beneficially owned by the Filing Persons due to a change in management
of Foster City LLC and Redemco, L.L.C and the death of H. Joseph Smead.
H. Joseph Smead, a former Manager of Foster City LLC and the former
Managing Member of Redemco, L.L.C., died in December 2003. Ann Becher
Smead was appointed the Personal Representative of the Estate of H. Joseph
Smead. On January 14, 2004, Ann Becher Smead and John D. Smead were
appointed as Managers of Foster City LLC. Edward Durbin is also a Manager
of Foster City LLC. On that same date, Mill Creek Systems, LLC and John
D. Smead were appointed as Managing Members of Redemco, L.L.C. No funds
or other consideration was paid for the described change in management of
Foster City LLC or Redemco, L.L.C. or the reallocation of beneficial
ownership.
Item 4. Purpose of Transaction
This Amendment No. 4 to Schedule 13D relates to the sale by Foster City
LLC of 1,781,000 shares of Common Stock of Intevac in an underwritten public
offering conducted under Intevacs registration statements on Form S-3
filed December 19, 2003 and February 5, 2004, and as such registration
statements have been amended. Proceeds to Foster City LLC were $14.20 per
share, or $25,290,200 in the aggregate. No funds or other consideration
were paid by Foster City LLC with respect to its sale of the Common Stock
other than an underwriting discount extended to the underwriters of $0.80
per share off the public offering price of $15.00 per share, or $1,424,800
in the aggregate.
Foster City LLCs remaining 563,031 shares of Common Stock are currently
subject to an over-allotment option granted to the underwriters in
connection with the underwritten public offering of shares of Common Stock
under Intevacs registration statements on Form S-3 filed December 19,
2003 and February 5, 2004, and as such registration statements have been
amended.
The 5,600,000 shares of Common Stock initially acquired by Foster City
LLC, including those sold to Redemco, L.L.C., were acquired and sold for
investment purposes in the ordinary course of business of Foster City LLC,
and were not acquired or sold for the purpose of and do not have the
effect of changing or influencing the control of Intevac nor in connection
with or as a participant in any transaction having such purpose or effect.
The 3,255,969 shares of Common Stock acquired by Redemco, L.L.C. from
Foster City LLC were acquired for investment purposes in the ordinary
course of business of Redemco, L.L.C., and were not acquired or sold for
the purpose of and do not have the effect of changing or influencing the
control of the Intevac nor in connection with or as a participant in any
transaction having such purpose or effect.
Other than as reported herein, Filing Persons currently have no plan or
proposals which relate to, or may result in, any of the matters listed in
Items 4(a) (j) of Schedule 13D (although Filing Persons reserve the
right to develop such plans).
Item 5. Interest in Securities of the Issuer
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(a)
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As of the date hereof, Foster City LLC owns of record 563,031
shares of Common Stock, representing 2.8% of the outstanding shares
of Common Stock (the percentage of shares owned being based upon
19,922,464 shares outstanding on February 5, 2004, as set forth in
Intevacs Prospectus filed February 5, 2004 pursuant to Rule
424(b)(4) of the Securities Act of 1933, as amended). Foster City
LLCs remaining 563,031 shares of Common Stock are currently subject
to an over-allotment option granted to the underwriters in connection
with the underwritten public offering of shares of Common Stock under
Intevacs registration statements on Form S-3 filed December 19, 2003
and February 5, 2004, and as such registration statements have been
amended.
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As of the date hereof, Redemco, L.L.C. owns of record 3,255,969
shares of Common Stock, representing 16.3% of the outstanding shares
of Common Stock (the percentage of shares owned being based upon
19,922,464 shares outstanding on February 5, 2004, as set forth in
Intevacs Prospectus filed February 5, 2004 pursuant to Rule
424(b)(4) of the Securities Act of 1933, as amended).
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As of the date hereof, Mill Creek Systems, LLC may be deemed to own
indirectly 3,255,969 shares of Common Stock, representing 16.3% of
the outstanding shares of Common Stock (the percentage of shares
owned being based upon 19,922,464 shares outstanding on February 5,
2004, as set forth in Intevacs Prospectus filed February 5, 2004
pursuant to Rule 424(b)(4) of the Securities Act of 1933, as
amended), by virtue of its status as a Managing Member of Redemco,
L.L.C.
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As of the date hereof, Ann Becher Smead may be deemed to own
indirectly 3,303,652 shares of Common Stock, representing 16.6% of
the outstanding shares of Common Stock (the percentage of shares
owned being based upon 19,922,464 shares outstanding on February 5,
2004, as set forth in Intevacs Prospectus filed February 5, 2004
pursuant to Rule 424(b)(4) of the Securities Act of 1933, as
amended), by virtue of her status as (i) the sole Manager of Mill
Creek Systems, LLC, a Managing Member of Redemco, L.L.C., (ii) owner
of, together with the Estate of H. Joseph Smead, a 100% interest in
Mill Creek Systems, LLC and (iii) the Personal Representative of the
Estate of H. Joseph Smead. The number of shares of Common Stock as
to which Ann Becher Smead may be deemed a beneficial owner consists
of (1) options to purchase 32,500 shares of Common Stock exercisable
by Ann Becher Smead as the Personal Representative of the Estate of
H. Joseph Smead within 60 days of the date hereof, (2) 3,255,969
shares owned of record by Redemco, L.L.C., and (3) 15,183 shares
owned of record by the Estate of H. Joseph Smead. Ann Becher Smead
is also one of three Managers of Foster City LLC. Ann Becher Smead
does not have sole or shared power to vote of dispose of any shares
of Common Stock held of record by Foster City LLC.
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(b)
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Foster City LLC has sole power to vote and to dispose of
563,031 shares of Common Stock.
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Redemco, L.L.C. has sole power to vote and to dispose of 3,255,969
shares of Common Stock.
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Mill Creek Systems, LLC has sole power to vote and to dispose of
3,255,969 shares of Common Stock.
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Ann Becher Smead has sole power to vote and to dispose of 3,303,652
shares of Common Stock.
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(c)
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Except as set forth in this Amendment No. 4 to Schedule 13D,
none of the Filing Persons has effected any transactions in the
Common Stock during the past 60 days.
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(d)
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The Filing Persons know of no person, other than the Filing
Persons, who has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the shares
of Common Stock beneficially owned by Filing Persons as reported
herein.
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(e)
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On February 10, 2004, Foster City LLC ceased to be the
beneficial owner of more than five percent of the Common Stock of
Intevac.
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Neither this present filing nor any future amendment thereof by the Filing
Persons shall be construed as an admission that any Filing Person
constitutes a person for any purpose other than Section 13(d) of the
Securities Exchange Act of 1934. Each Filing Person disclaims beneficial
ownership of any shares of Common Stock included in this Schedule 13D that
are shown as owned by any other Filing Person.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Foster City LLCs remaining 563,031 shares of Common Stock are currently
subject to an over-allotment option granted to the underwriters pursuant
to an underwriting agreement entered into in connection with the
underwritten public offering of shares of Common Stock under Intevacs
registration statements on Form S-3 filed December 19, 2003 and February
5, 2004, and as such registration statements have been amended.
The shares of Common Stock and options to acquire shares of Common Stock
held by Foster City LLC, Redemco, L.L.C. and the Estate of H. Joseph
Smead, of which Ann Becher Smead is the Personal Representative, are
subject to a lock up agreement with the underwriters entered into
connection with the underwritten public offering of shares of Common Stock
under Intevacs registration statements on Form S-3 filed December 19,
2003 and February 5, 2004, and as such registration statements have been
amended, which prohibits the sale or transfer of any shares of Common
Stock or options to acquire shares of Common Stock until August 3, 2004.
Except as otherwise reported herein and as set forth in the exhibits
thereto, to the knowledge of the Filing Persons, there are no contracts,
arrangements, understandings or relationships among the persons named in
Item 2 and between such persons and any person with respect to any
securities of Intevac, including but not limited to transfer or voting of
any of the securities, finders fees, joint ventures, loan or option
arrangement, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
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A*
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Promissory Note, dated December 1, 1999, between Kaiser
Aerospace & Electronics Corporation and Foster City LLC.
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B*
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Stock Purchase Agreement, dated December 1, 1999, between
Kaiser Aerospace & Electronics Corporation and Foster City LLC.
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C*
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Stock Purchase Agreement, dated June 16, 2003, between Redemco,
L.L.C. and Foster City LLC.
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D*
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Joint Filing Agreement, dated June 18, 2003 by and among Foster
City LLC, Redemco, L.L.C., H. Joseph Smead and Edward Durbin.
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E*
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Joint Filing Agreement dated January 26, 2004 by and between
Foster City LLC, Redemco, L.L.C., the Estate of H. Joseph Smead, Mill
Creek Systems, LLC, Ann Becher Smead and Edward Durbin.
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F
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Joint Filing Agreement dated February 20, 2004 by and between
Foster City LLC, Redemco, L.L.C., Mill Creek Systems, LLC and Ann
Becher Smead.
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G*
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Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to Intevacs Registration Statement of Form S-3, filed on
December 19, 2003 (File No. 333-111342)).
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H
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Lock Up Agreement of Foster City LLC, dated December 15, 2003.
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I
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Lock Up Agreement of Redemco, L.L.C., dated December 15, 2003.
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J
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Lock Up Agreement of H. Joseph Smead, dated December 15, 2003.
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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.
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Dated: February 20, 2004
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Foster City LLC
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By:
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/s/ Ann Becher Smead
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Ann Becher Smead
Manager and Vice President
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Dated: February 20, 2004
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Redemco, L.L.C.
By: Mill Creek Systems, LLC, Managing Member
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By:
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/s/ Ann Becher Smead
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Ann Becher Smead
Manager
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Dated: February 20, 2004
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Mill Creek Systems, LLC
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By:
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/s/ Ann Becher Smead
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Ann Becher Smead
Manager
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Dated: February 20, 2004
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/s/ Ann Becher Smead
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Ann Becher Smead
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SCHEDULE I
Directors, Executive Officers and Controlling Persons of Foster City LLC:
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Name
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Occupation or Employment
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Ann Becher Smead
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Manager and Vice President of Foster City LLC
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Edward Durbin
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Manager and Chief Operations Officer of Foster City LLC
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John D. Smead
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Manager and President of Foster City LLC
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John E. Chapin
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Secretary of Foster City LLC
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Troy Metcalf
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Chief Financial Officer of Foster City LLC and Chief
Financial Officer of Kaiser Compositek, Inc. the
principal address of which is 1095 Columbia Street, Brea,
California 92821.
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Kaiser Compositek, Inc. designs, fabricates,
manufactures, markets and sells products utilizing
composite materials.
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Directors, Executive Officers and Controlling Persons of Redemco, L.L.C.:
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Name
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Occupation or Employment
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Mill Creek Systems, LLC
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Managing Member
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Ann Becher Smead
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Director and Vice President of Redemco, L.L.C.
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George Farinsky
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Director of Redemco, L.L.C.
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John D. Smead
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Managing Member, Director and President of
Redemco, L.L.C.
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Melvin J. Fischer
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Vice President of Redemco, L.L.C.
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John E. Chapin
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Secretary and Treasurer of Redemco, L.L.C.
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Troy Metcalf
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Chief Financial Officer of Redemco, L.L.C. and
Chief Financial Officer of Kaiser Compositek, Inc.
the principal address of which is 1095 Columbia
Street, Brea, California 92821.
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Kaiser Compositek, Inc. designs, fabricates,
manufactures, markets and sells products utilizing
composite materials.
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Directors, Executive Officers and Controlling Persons of Mill Creek Systems,
LLC:
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Name
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Occupation or Employment
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Ann Becher Smead
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Manager
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Exhibit F
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Statement on Schedule 13D filed on or about this date with respect to
beneficial ownership by the undersigned of the shares of the common stock of
Intevac, Inc., a California corporation, is being filed on behalf of each of
the undersigned in accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, and any further amendments to the Statement on Schedule
13D shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. In addition, each party to this
agreement expressly authorizes each other party to this agreement to file on
its behalf any and all amendments to the Statement on Schedule 13D.
The undersigned further agree that each party hereto is responsible for
timely filing of such Statement on Schedule 13D and any further amendments
thereto, and for the completeness and accuracy of the information concerning
such party contained therein, provided that no party is responsible for the
completeness and accuracy of the information concerning the other party, unless
such party knows or has reason to believe that such information is inaccurate.
The undersigned further agree that this Agreement shall be included as an
Exhibit to such joint filing.
In evidence thereof the undersigned, being duly authorized, hereby execute
this agreement in counterpart as of this 20th day of February, 2004.
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FOSTER CITY LLC
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REDEMCO, L.L.C.
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By:
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/s/ Ann Becher Smead
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By:
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Mill Creek Systems, LLC, Managing Member
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Ann Becher Smead
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Manager
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By:
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/s/ Ann Becher Smead
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Ann Becher Smead
Manager
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MILL CREEK SYSTEMS, LLC
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By:
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/s/ Ann Becher Smead
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Ann Becher Smead
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By:
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/s/ Ann Becher Smead
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Ann Becher Smead
Manager
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Exhibit H
December 15, 2003
Needham & Company, Inc.
US Bancorp Piper Jaffray
Thomas Weisel Partners LLC
c/o Needham & Company, Inc.
445 Park Avenue
New York, NY 10022
Ladies and Gentlemen:
The undersigned is a holder of securities of Intevac, Inc. a Delaware
corporation (the Company), and wishes to facilitate the public offering of
shares of the Common Stock (the Common Stock) of the Company (the
Offering). The undersigned recognizes that such Offering will be of benefit
to the undersigned.
In consideration of the foregoing and in order to induce you to act as
underwriters in connection with the Offering, the undersigned hereby agrees
that he, she or it will not, without the prior written approval of Needham &
Company, Inc., acting on its own behalf and/or on behalf of other
representatives of the underwriters, directly or indirectly, sell, contract to
sell, make any short sale, pledge, or otherwise dispose of, or enter into any
hedging transaction that is likely to result in a transfer of, any shares of
Common Stock, options to acquire shares of Common Stock or securities
exchangeable for or convertible into shares of Common Stock of the Company
which he, she or it may own, for a period commencing as of the date hereof and
ending on the date which is one hundred eighty (180) days after the date of the
final Prospectus relating to the Offering; provided, however, that the
foregoing shall not prohibit any distribution by a partnership to its partners
so long as such partners agree to be bound by the terms of this Agreement. The
undersigned confirms that he, she or it understands that the underwriters and
the Company will rely upon the representations set forth in this Agreement in
proceeding with the Offering. The undersigned further confirms that the
agreements of the undersigned are irrevocable and shall be binding upon the
undersigneds heirs, legal representatives, successors and assigns. The
undersigned agrees and consents to the entry of stop transfer instructions with
the Companys transfer agent against the transfer of securities held by the
undersigned except in compliance with this Agreement.
This Agreement shall be binding on the undersigned and his, her or its
respective successors, heirs, personal representatives and assigns.
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Very truly yours,
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Foster City LLC
(Print Shareholder Name)
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By:
/s/ H.J. Smead
Title, if applicable: Managing Member
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Exhibit I
December 15, 2003
Needham & Company, Inc.
US Bancorp Piper Jaffray
Thomas Weisel Partners LLC
c/o Needham & Company, Inc.
445 Park Avenue
New York, NY 10022
Ladies and Gentlemen:
The undersigned is a holder of securities of Intevac, Inc. a Delaware
corporation (the Company), and wishes to facilitate the public offering of
shares of the Common Stock (the Common Stock) of the Company (the
Offering). The undersigned recognizes that such Offering will be of benefit
to the undersigned.
In consideration of the foregoing and in order to induce you to act as
underwriters in connection with the Offering, the undersigned hereby agrees
that he, she or it will not, without the prior written approval of Needham &
Company, Inc., acting on its own behalf and/or on behalf of other
representatives of the underwriters, directly or indirectly, sell, contract to
sell, make any short sale, pledge, or otherwise dispose of, or enter into any
hedging transaction that is likely to result in a transfer of, any shares of
Common Stock, options to acquire shares of Common Stock or securities
exchangeable for or convertible into shares of Common Stock of the Company
which he, she or it may own, for a period commencing as of the date hereof and
ending on the date which is one hundred eighty (180) days after the date of the
final Prospectus relating to the Offering; provided, however, that the
foregoing shall not prohibit any distribution by a partnership to its partners
so long as such partners agree to be bound by the terms of this Agreement. The
undersigned confirms that he, she or it understands that the underwriters and
the Company will rely upon the representations set forth in this Agreement in
proceeding with the Offering. The undersigned further confirms that the
agreements of the undersigned are irrevocable and shall be binding upon the
undersigneds heirs, legal representatives, successors and assigns. The
undersigned agrees and consents to the entry of stop transfer instructions with
the Companys transfer agent against the transfer of securities held by the
undersigned except in compliance with this Agreement.
This Agreement shall be binding on the undersigned and his, her or its
respective successors, heirs, personal representatives and assigns.
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Very truly yours,
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Redemco, L.L.C.
(Print Shareholder Name)
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By:
/s/ H.J. Smead
Title, if applicable: Managing Member
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Exhibit J
December 15, 2003
Needham & Company, Inc.
US Bancorp Piper Jaffray
Thomas Weisel Partners LLC
c/o Needham & Company, Inc.
445 Park Avenue
New York, NY 10022
Ladies and Gentlemen:
The undersigned is a holder of securities of Intevac, Inc. a Delaware
corporation (the Company), and wishes to facilitate the public offering of
shares of the Common Stock (the Common Stock) of the Company (the
Offering). The undersigned recognizes that such Offering will be of benefit
to the undersigned.
In consideration of the foregoing and in order to induce you to act as
underwriters in connection with the Offering, the undersigned hereby agrees
that he, she or it will not, without the prior written approval of Needham &
Company, Inc., acting on its own behalf and/or on behalf of other
representatives of the underwriters, directly or indirectly, sell, contract to
sell, make any short sale, pledge, or otherwise dispose of, or enter into any
hedging transaction that is likely to result in a transfer of, any shares of
Common Stock, options to acquire shares of Common Stock or securities
exchangeable for or convertible into shares of Common Stock of the Company
which he, she or it may own, for a period commencing as of the date hereof and
ending on the date which is one hundred eighty (180) days after the date of the
final Prospectus relating to the Offering; provided, however, that the
foregoing shall not prohibit any distribution by a partnership to its partners
so long as such partners agree to be bound by the terms of this Agreement. The
undersigned confirms that he, she or it understands that the underwriters and
the Company will rely upon the representations set forth in this Agreement in
proceeding with the Offering. The undersigned further confirms that the
agreements of the undersigned are irrevocable and shall be binding upon the
undersigneds heirs, legal representatives, successors and assigns. The
undersigned agrees and consents to the entry of stop transfer instructions with
the Companys transfer agent against the transfer of securities held by the
undersigned except in compliance with this Agreement.
This Agreement shall be binding on the undersigned and his, her or its
respective successors, heirs, personal representatives and assigns.
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Very truly yours,
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H.J. Smead
(Print Shareholder Name)
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By:
/s/ H.J. Smead
Title, if applicable:
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