Extraordinary general meeting of Effnet
11/10/2000 11:35 AM EST
EXTRAORDINARY GENERAL MEETING OF EFFNET
The Board of Directors of Effnet Group AB has decided to convene an
extraordinary general meeting on 29 November 2000. At the general meeting
the Board of Directors will put forward a proposal on a global options
scheme for the Group's employees. The launch of a competitive
international options scheme will improve the company's opportunities to
retain and recruit skilled personnel. The proposed options scheme will
provide greater flexibility and transparency between various countries. In
addition, the general meeting will deal with a proposal to appoint Scott
Macomber and Magnus Ryde as new members of the board
The Board of Directors proposes that the general meeting adopts an options
scheme that will entail current and future employees of the Group, as well
as the proposed members of the board, Scott Macomber and Magnus Ryde,
receiving call options (known as personnel options) that entitle the
holder to acquire shares in the company over a period of several years. No
premium should be paid for the options. The exercise price should in
substance correspond to the market value of the company's share at the
time of grant. The right to acquire shares should always be exercised no
sooner than one year and no later than five years after the date of grant
of the options. Options held by an employee will lapse if the employee
ceases to work for the company. The same applies to options held by
external members of the board if the assignment as board member comes to
an end.
The Board of Directors proposes that the options scheme shall comprise
1,900,000 options. To secure the delivery of shares in connection with the
exercise of options and to hedge social security costs and other
corresponding taxes, the Board of Directors proposes that the Board is
authorized to issue debentures with a total of not more than 2,100,000
detachable warrants, corresponding to a dilution effect of approximately
3.7 per cent of the share capital. The Board of Directors also intends to
cancel approximately 1.4 million warrants issued in connection with
earlier options scheme. The total dilution effect of all Effnet's options
scheme including the scheme now being proposed will then amount to
approximately 10.3 percent.
The proposed new board members, Magnus Ryde and Scott Macomber, are both
veterans of the hi-tech industry in California, with experience from the
boards of public limited liability companies.
Mr. Scott Macomber has been involved in technology businesses for 20
years, including over 10 years in the semiconductor industry. He currently
sits on the boards of Symmorphix, Inc. and Kirus, Inc. both privately held
companies in California. Mr. Macomber has been an early employee of two
successful start-up companies, most recently serving as President and
Member of the Board of Directors of Silicon Image (SIMG), a publicly
traded fabless semiconductor company. Mr. Macomber joined Silicon Image
soon after its founding in 1995 and was instrumental in building the
company from infancy to profitability and a successful IPO. Prior to
Silicon Image, Mr. Macomber spent six years at LSI Logic in Marketing and
Corporate Development executive positions. Mr. Macomber began his career
as a Member of Technical Staff at Bell Laboratories. He has a BS in
Electrical Engineering from the University of Michigan, and both an MS in
Electrical Engineering and an MBA from Stanford University.
Mr. Magnus Ryde is the CEO of EquipNET and FlexICs, both startup companies
in Silicon Valley. He sits on the Board of Micronic Laser System AB, a
publicly held semiconductor and flat panel equipment manufacturer traded
on the Stockholm Stock Exchange O-list. Previously, Mr. Ryde was President
of Taiwan Semiconductor Manufacturing Company, the world's largest
foundry, where he was responsible for the company's North American
business. In the 18 years prior, he held positions of increasing
responsibility in international general management, strategic account
sales and manufacturing management for KLA-Tencor Corporation of San Jose.
He holds a BS in Industrial Management and Engineering from Linköping
University, Sweden and an MS in Industrial Engineering from Stanford
University, where he later participated in the Executive MBA program. Mr.
Ryde also served in the Swedish Armed Forces.
"I am extremely pleased that Effnet has been able to secure the agreement
of two distinguished and highly experienced people to serve on our
board", said Norman Rasmussen, Chairman. "The nominations are consistent
with our desire to increase our international scope and style. Since so
much of the potential for licensing our software-based firewall and router
technology lies with firms located in North America in general and in
Silicon Valley in particular, it is singularly significant to us that
executives with long experience in Silicon Valley, and who are active
there today, are prepared to join us and help us with our expansion
plans".
The extraordinary general meeting will be held at 10.00 am on Wednesday,
29 November 2000 at Kilsalen, Berns Salonger, Berzelii Park 9 in
Stockholm. The summons to attend the meeting will be published in Post-
och Inrikes Tidningar and Dagens Nyheter on 13 November 2000.
About Effnet
Effnet develops and licenses IP-packet processing technology designed to
resolve bottlenecks in Internet communication and security, thereby
creating maximum benefit for licensees. Today, Effnet has offices in four
locations: Stockholm, Luleå and Håverud in Sweden; and Mountain View,
California, in the U.S. Effnet Group AB is listed on Stockholm's "Nya
Marknaden" (New Market). The company has 70+ employees including those in
the wholly owned subsidiary, the security services company Wkit Security,
which offers data security services and products.
Read more about Effnet at www.effnet.com.
Read about Wkit at www.wkit.com.
For more information, please contact:
Norman Rasmussen
Chairman
Tel: +1 617 699 8417
Email: