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| INLD > SEC Filings for INLD > Form 10-K/A on 29-Dec-2003 | All Recent SEC Filings |
29-Dec-2003
Annual Report
The following table sets forth ownership information with respect to the common stock of the Company, as of November 30, 2003, with respect to (i) persons known by the Company to beneficially own more than 5% of the Company's common stock, (ii) each director of the Company, (iii) each Named Executive Officer of the Company listed in the "Summary Compensation Table" above, and (iv) all current directors and executive officers of the Company as a group:
Interland, Inc.
Common Stock
----------------------------------------------
Percent
Amount and Nature of of
Name of Beneficial Owner Beneficial Ownership(1) Class
-------------------------------------------------------- ------------------------------- ---------
PAR Investment Partners, L.P. (2) 2,000,000 12.3 %
Wellington Management Company, LLP (3) 1,315,590 8.1
Hartford Mutual Funds (4) 1,310,000 8.0
ICM Asset Management, Inc. (5) 1,510,660 9.3
Dominique Bellanger (6) 949,433 5.8
Steve Harter (6) 949,433 5.8
William B. Bunting (6) 949,433 5.8
Joel J. Kocher (7) 298,390 1.8
Robert T. Slezak (8) 87,454 *
Savino R. Ferrales (9) 72,176 *
Robert Lee (10) 29,274 *
Allen L. Shulman (11) 21,900 *
John B. Balousek (12) 23,100 *
Edward Shapiro (13) 3,000 *
John P. Crecine (14) 2,000 *
Donald Bulens (15) 8,750 *
Tiffani D. Bova (16) 9,884 *
David A. Buckel 0 *
Mark K. Alexander 2,257 *
All current directors and executive officers as a Group
(11 persons) (17) 560,928 3.4 %
* Less than 1%
1. Unless otherwise indicated below, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable. All holdings have been adjusted to reflect the 1-for-10 reverse stock split effective August 1,
2003.
2. Information is based in part on Schedule 13G filed on February 12, 2002 by
PAR Investment Partners, L.P. Represents 2,000,000 shares held by PAR
Investment Partners, L.P. ("PAR Investment"), of which PAR Group, L.P. is a
general partner. PAR Capital Management, Inc. provides investment management
services for PAR Investment. Edward L. Shapiro, who has served as a member of
the Board of Directors of Interland since March 2002, is a Vice President and
shareholder of PAR Capital Management, Inc., and a limited partner of PAR
Group, L.P. Does not include 3,000 shares subject to currently exercisable
options owned by Mr. Shapiro. PAR Capital Management, Inc. is a reporting
company under the Exchange Act. The principal officer for PAR Investment, PAR
Group, L.P. and PAR Capital Management, Inc. is One Financial Center,
Suite 1600, Boston, Massachusetts 02111.
3. Information is based on Schedule 13G filed February 13, 2003 by Wellington Management Company, LLP, which acts as investment advisor with respect to the shares and holds shared voting and shared dispositive power with respect to the shares. According to that Schedule 13G, Hartford Capital Appreciation HLS Fund, Inc. has the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of more than five percent of
the shares reported by Wellington Management. The 1,310,00 shares
beneficially owned by Hartford Mutual Funds, Inc. reported in the above table
are a component of Wellington Management Company, LLP's 1,315,590 also
reported in the above table. Edward Shapiro is a director of Interland and
was a Vice President with Wellington Management. Wellington Management is a
registered investment company under the Investment Company Act of 1940. The
principal office of Wellington Management is 75 State Street, Boston,
Massachusetts 02109.
4. Information is based on Schedule 13G filed on February 7, 2003 by The
Hartford Mutual Funds, Inc. which is a registered investment company under
the Investment Company Act of 1940. According to the Schedule 13G, the
Hartford Mutual Funds, Inc. has shared voting power and shared dispositive
power with respect to 1,310,000 shares and sole voting power and sole
dispositive power with respect to no shares. The principal business office of
The Hartford Mutual Funds, Inc. to 200 Hopmeadow Street, Simsbury,
Connecticut 06089.
5. Information is based in part on Schedule 13G filed on January 31, 2003 by ICM
Asset Management, Inc. ("ICM"), which specified the holdings of ICM, a
registered investment advisor. The principal office for ICM is W. 601 Main
Avenue, Suite 600, Spokane, Washington 99201-0613. The Schedule 13G reports
1,126,350 shares having shared dispositive power, 600,990 shares having
shared voting power, and no share with sole dispositive power or sole voting
power (as adjusted for the 1-for-10 reverse stock split). According to ICM's
Schedule 13F for the quarter ended September 30, 2003, ICM's holdings had
increased to 1,510,660 shares.
6. Information is based on Schedule 13G filed on June 23, 2003. The principal
business office of Dominique Bellanger is BNP Private Equity, 32 Blvd
Haussmann, 75009 Paris, France. The principal business office of Steven
Harter is Three Riverway, Suite 1430, Houston, Texas 77056. The principal
business office of William B. Bunting is One Montgomery Street, 37th Floor,
San Francisco, CA 94104. Dominique Bellanger may be deemed to be the
beneficial owner of 949,433 shares of the Common Stock. Steve Harter may be
deemed to be the beneficial owner of 949,433 shares of the Common Stock.
William B. Bunting may be deemed to be the beneficial owner of 949,433 shares
of the Common Stock. In connection with the transactions contemplated by that
certain Agreement and Plan of Merger, dated as of December 19, 2002 (the
"Hostcentric Merger Agreement"), by and among the Company, Bobcat Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of the
Company, Hostcentric, Inc., a Delaware corporation, and William B. Bunting,
Steve Harter and Dominique Bellanger, as the Stockholders' Representatives,
949,433 shares of Common Stock were deposited into escrow (the "Escrow
Account") on the closing date in accordance with that certain Escrow
Agreement, dated as of June 13, 2003, by and among the Company, William B.
Bunting, Steve Harter and Dominique Bellanger, as the Stockholders'
Representatives, and SunTrust Bank, as the Escrow Agent, as security for the
indemnification obligations described in the Hostcentric Merger Agreement.
The Stockholders' Representatives, acting by majority vote, are exclusively
authorized after the closing date to take such action as the Stockholders'
Representatives, acting in their sole discretion, deem necessary, appropriate
or convenient to perform the actions contemplated by the Hostcentric Merger
Agreement and any other action reasonably related thereto. Reference is
hereby made to the Hostcentric Merger Agreement which has previously been
filed by Interland, Inc. as Annex A to the Form S-4/A (Reg. No. 333-104612)
filed on May 20, 2003 and the Hostcentric Merger Agreement is incorporated
herein by reference.
7. Includes 269,245 shares subject to options held by Mr. Kocher that are
exercisable within 60 days of November 30, 2003.8. Includes 84,850 shares beneficially owned by Mr. Slezak and 2,604 shares subject to options held by Mr. Slezak that are exercisable within 60 days of
November 30, 2003.9. Represents 72,176 shares subject to options held by Mr. Ferrales that are
exercisable within 60 days of November 30, 2003.10. Includes 21,600 shares beneficially owned by Mr. Lee as well as 7,674 shares
subject to options held by Mr. Lee that are exercisable within 60 days of
November 30, 2003.
11. Represents 21,900 shares subject to options held by Mr. Shulman that are
exercisable within 60 days of November 30 2003.12. Includes 1,200 shares owned by Mr. Balousek, 10,000 shares held by a partnership controlled by Mr. Balousek, and 11,900 shares subject to options
held by Mr. Balousek that are exercisable within 60 days of November 30,
2003.
13. Represents 3,000 shares subject to options held by Mr. Shapiro that are
exercisable within 60 days of November 30 2003.14. Represents 2,000 shares subject to options held by Dr. Crecine that are
exercisable within 60 days of November 30, 2003.15. Includes 8,750 shares subject to options held by Mr. Bulens that are
exercisable within 60 days of November 30 2003.16. Includes 9,844 shares subject to options held by Ms. Bova that are
exercisable within 60 days of November 30 2003.17. Includes 414,133 shares subject to options held by all current directors and
executive officers as a group (11 persons) that are exercisable within
60 days of November 30, 2003 and 146,795 shares beneficially owned by all
current directors and officers as a group.
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