UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PAC-WEST TELECOMM, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
69371Y 10 1
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(CUSIP Number)
Deutsche Bank AG
c/o DB Advisors, L.L.C.
280 Park Avenue, New York, New York 10017
(212) 469-7471
Attn: General Counsel
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 19, 2003
--------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
The information required on this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange
Act") or otherwise subject to the liabilities of that section of the Exchange
Act but shall be subject to all other provisions of the Exchange Act (however,
see the Notes).
(Continued on following pages)
(Page 1 of 14 pages)
SCHEDULE 13D
------------------------ -----------------------
CUSIP No. 00760B105 Page 2 of 14 Pages
------------------------ -----------------------
------------ -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Bank AG
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS
WC (See Item 3)
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Deutsche Bank AG is organized under the laws of the Federal
Republic of Germany.
------------ -------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (SEE ITEM 5)
OWNED BY -------- --------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 26,666,667 (SEE ITEM 5)
PERSON
WITH
--------- --------------------------------------------
9 SOLE DISPOSITIVE POWER
0 (SEE ITEM 5)
--------- --------------------------------------------
10 SHARED DISPOSITIVE POWER
26,666,667 (SEE ITEM 5)
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,666,667 (SEE ITEM 5)
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2% (SEE ITEM 5)
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
BK
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------------------------ ------------------------
CUSIP No. 00760B105 Page 3 of 14 Pages
------------------------ ------------------------
------------ -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DB Advisors, L.L.C.
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------ ---------- --------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (SEE ITEM 5)
OWNED BY
EACH ---------- --------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 26,666,667 (SEE ITEM 5)
---------- --------------------------------------------
9 SOLE DISPOSITIVE POWER
0 (SEE ITEM 5)
---------- --------------------------------------------
10 SHARED DISPOSITIVE POWER
26,666,667 (SEE ITEM 5)
------------------------ ---------- --------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,666,667 (SEE ITEM 5)
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
------------ -------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2% (SEE ITEM 5)
------------ -------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
IA
------------ -------------------------------------------------------------------
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to warrants
to purchase a certain number of shares of common stock, par value $.001 per
share (the "Common Stock"), of Pac-West Telecomm, Inc., a California corporation
(the "Company"). The principal executive offices of the Company are located at
1776 West March Lane, Suite 250, Stockton, California 95207.
Item 2. Identity and Background.
This Statement is being filed by DB Advisors, L.L.C. ("DB Advisors")
and Deutsche Bank AG ("Deutsche Bank", together with DB Advisors, the "Reporting
Persons" and each, a "Reporting Person"). A joint filing agreement has been
filed as Exhibit 1 to this Statement pursuant to Rule 13d-1(k) promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
DB Advisors is a limited liability company organized under the laws of
Delaware, and is a wholly-owned subsidiary of Deutsche Bank. Deutsche Bank is
organized under the laws of the Federal Republic of Germany. The securities
associated with this Statement were acquired through the London Branch of
Deutsche Bank, which is licensed by the United Kingdom banking authority.
The address of the principal office of DB Advisors is 280 Park Avenue,
New York, New York 10017. The address of the principal place of business of
Deutsche Bank is Taunusanlage 12, 60325 Frankfurt, Federal Republic of Germany.
The principal business activity of DB Advisors is to act as a
proprietary trading group that invests in publicly listed companies undergoing
financial or operational restructuring. The principal business of Deutsche Bank
is the provision of financial and related services. Deutsche Bank is the largest
banking institution in the Federal Republic of Germany and is the parent company
of a group consisting of banks, capital market and fund management companies,
mortgage banks and property finance companies, installment financing and leasing
companies, insurance companies, research and consultancy companies and other
companies.
In addition, in accordance with Securities Exchange Act Release No.
39538 (January 12, 1998), this Statement reflects the securities beneficially
owned by the Corporate and Investment Banking business group and the Corporate
Investments business group (collectively, "CIB") of Deutsche Bank and its
subsidiaries and affiliates. This filing does not reflect securities, if any,
beneficially owned by any other business group of Deutsche Bank. Consistent with
Rule 13d-4 under the Exchange Act, this filing shall not be construed as an
admission that CIB is, for purposes of Section 13(d) under the Exchange Act, the
beneficial owner of any securities covered by the filing. Furthermore, CIB
disclaims beneficial ownership of the securities beneficially owned by (i) any
client accounts with respect to which CIB or its employees have voting or
investment discretion, or both, and (ii) certain investment entities, of which
CIB is the general partner, managing general partner, or other manager, to the
extent interests in such entities are held by persons other than CIB.
Page 4 of 14
Set forth on Schedules A-1 and A-2 to this Statement, and incorporated
herein by reference, are lists of the executive officers and directors of the
Reporting Persons that contain the following information with respect to each
such person: (i) name; (ii) business address; (iii) present principal occupation
or employment; and (iv) citizenship.
During the last five years, none of the Reporting Persons and, to the
best knowledge of the Reporting Persons, none of the persons named on Schedules
A-1 and A-2 hereto has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person 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.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the terms of the Note and Warrant Purchase Agreement (the
"Purchase Agreement"), dated as of October 17, 2003, by and between the Company
and Deutsche Bank AG-London acting through DB Advisors as investment advisor,
Deutsche Bank, agreed to purchase a non-convertible senior secured promissory
note in the principal amount of $40,000,000 (the "Note"), and warrants to
purchase 26,666,667 shares of the Company's Common Stock (the "Warrants"). On
December 19, 2003, the Note and the Warrants were issued to Deutsche Bank.
All funds used by DB Advisors to acquire the above-listed securities
were provided to DB Advisors by Deutsche Bank. Deutsche Bank provided the funds
out of working capital.
Item 4. Purpose of Transaction.
Deutsche Bank purchased the securities covered by this Statement in
order to acquire an interest in the Company for investment purposes. Deutsche
Bank intends to review continuously its position in the Company. Depending on
further evaluations of the business prospects of the Company and upon other
developments, including, but not limited to, general economic and business
conditions and stock market conditions, Deutsche Bank may (i) exercise its right
to purchase Common Stock pursuant to the Warrants, (ii) retain or dispose of all
or a portion of the Note, the Warrants and/or Common Stock beneficially owned by
it, subject to any applicable legal and contractual restrictions on its ability
to do so in privately negotiated transactions, open market sales or otherwise or
(iii) purchase or dispose of any other securities of the Company.
Pursuant to the terms of the Purchase Agreement and subject to
applicable laws and regulations, Deutsche Bank has the right to designate one
of the nine directors nominated by the Board of Directors of the Company so long
as Deutsche Bank and/or its affiliates and/or those transferees permitted under
the Purchase Agreement continue to hold at least 25% of the Warrants (or Common
Stock received upon the exercise of the Warrants) initially purchased under the
Purchase Agreement. Deutsche Bank waived its right to designate a director to
the Board of Directors of the Company on December 19, 2003.
Page 5 of 14
In addition, the matters set forth in Item 6 below are incorporated in
this Item 4 by reference as if fully set forth herein.
Except as set forth in this Item 4 (including the matters described in
Item 6 which are incorporated in this Item 4 by reference), the Reporting
Persons have no present plans or proposals that relate to, or that would result
in, any of the actions specified in clauses (a) through (j) of Schedule 13D of
the Exchange Act.
Item 5. Interest in Securities of the Issuer.
(a) - (b) On December 19, 2003, Deutsche Bank, acting through its London
Branch and DB Advisors, acquired the Warrants. Based on the 36,514,802 shares of
Common Stock outstanding as of October 22, 2003, and assuming that the Warrants
are fully exercised, after such exercise Deutsche Bank would beneficially own
approximately 42.2% of the outstanding Common Stock. DB Advisors acts as the
discretionary investment manager for Deutsche Bank with respect to the Warrants
and, as such, shares the power to exercise and dispose of such Warrants and the
shares of Common Stock issuable upon the exercise of the Warrants, and, upon
exercise of the Warrants, would share the power to vote or direct the vote of
the shares of Common Stock issuable upon such exercise.
(c) Except for the transactions described herein, there were no
transactions effected in the past sixty days in this class of securities by
either Deutsche Bank or DB Advisors.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
The response to Item 4 of this Statement is incorporated herein by
reference.
Note and Warrant Purchase Agreement
-----------------------------------
On October 17, 2003, Deutsche Bank, acting through its London Branch
and DB Advisors, entered into the Purchase Agreement with the Company. Subject
to the terms and conditions of the Purchase Agreement, Deutsche Bank agreed to
purchase the Note and the Warrants. On December 19, 2003, the Note and the
Warrants were issued to Deutsche Bank.
Deutsche Bank also received certain registration rights for its
securities as set forth in the Registration Rights Agreement (as described
below).
This description of the Purchase Agreement is qualified in its
entirety by reference to the Purchase Agreement, a copy of which has been filed
as Exhibit 2 to this Statement and is incorporated herein by reference.
Registration Rights Agreement
-----------------------------
Page 6 of 14
On December 19, 2003, Deutsche Bank, acting through its London Branch
and DB Advisors, entered into a Registration Rights Agreement with the Company
(the "Registration Rights Agreement").
Within 90 days of execution of the Registration Rights Agreement, the
Company shall file with the Securities and Exchange Commission (the "SEC"), and
thereafter use its reasonable best efforts to have declared effective as soon as
practicable after filing thereof, a "shelf" registration statement (a "Shelf
Registration Statement") on Form S-3 pursuant to Rule 415 under the Securities
Act of 1933, as amended (the "Securities Act"), in each case, covering the
resale of all of the shares of Common Stock issuable upon the exercise of the
Warrants issued to Deutsche Bank pursuant to the Purchase Agreement or
securities issuable, issued, or distributed in respect of any of the Common
Stock issuable upon the exercise of such warrants (the "New Registrable
Securities"). The Company shall, subject to customary terms and conditions, use
its reasonable best efforts to keep the Shelf Registration Statement
continuously effective from the date that such Shelf Registration Statement is
declared effective to the extent required to permit the disposition of the New
Registrable Securities so registered.
Pursuant to the Registration Rights Agreement, with certain
limitations, Deutsche Bank and its permitted transferees under the Registration
Rights Agreement or the Purchase Agreement (collectively, the "Holders") may
send a written request (a "Demand") to the Company which specifies the intended
method or methods of disposition of all or part of the New Registrable
Securities. After receipt of such Demand, the Company shall promptly give
written notice of such request to all Holders. Thereafter, the Company shall,
subject to certain limitations, use its reasonable best efforts to effect as
soon as practicable a registration statement under the Securities Act of all the
New Registrable Securities that the Holders request to be registered in the
Demand or a written request given within ten days of the written notice of
Demand by the Company; provided, however, that the aggregate value of the New
Registrable Securities requested to be registered (i) be at least $10,000,000
based on the closing trading price of the Common Stock on the date of such
Demand or (ii) be at least 20% of the New Registrable Securities issuable upon
the exercise of the Warrants. However, the Company may delay or defer such a
filing or the effectiveness of such registration statement during no more than
three periods (each a "Blackout Period") aggregating to not more than 90 days in
any twelve-month period if (i) the Company would, in accordance with the advice
of counsel, be required to disclose, in any prospectus included in a
registration statement filed under the Securities Act pursuant to a Demand by
the Holders, information not otherwise required by law to be publicly disclosed
and (ii) in the reasonable judgment of the Company's Board of Directors, (a)
there is a reasonable likelihood that such disclosure, or any other action to be
taken in connection with such prospectus, would materially and adversely affect
or interfere with any financing, acquisition, merger, disposition of assets (not
in the ordinary course of business), corporate reorganization or other similar
transaction involving the Company or (b) there is reasonable likelihood that
such a disclosure would materially and adversely affect or interfere with the
best interests of the Company or its shareholders and such disclosure relates to
material legal and regulatory developments; provided, however, that the Company
shall delay during any Blackout Period the filing or effectiveness of, or
suspend sales under, any registration statement under the Securities Act
required pursuant to the registration rights of the holders of any other
securities of the Company. The Company shall promptly give the Holders written
notice of such
Page 7 of 14
determination containing a general statement of the reasons for such
postponement and an approximation of the anticipated delay.
If the Company proposes to register any of its Common Stock under the
Securities Act, with limited exceptions, it must give written notice of such
registration to all Holders at least 20 days before initial filing of such
registration statement. The Company must include in such registration all the
New Registrable Securities then outstanding and specified in a written request
or requests made by Holders within ten days after the date of the written notice
by the Company of such registration.
Deutsche Bank's registration rights set forth in the Registration
Rights Agreement terminate upon the later of (i) the second anniversary of the
Expiration Date (as defined in the Warrants) and (ii) three months after the
date Deutsche Bank ceases to be an "affiliate" of the Company pursuant to Rule
144 of the Securities Act.
The Company has the customary rights to delay the filing or
effectiveness of any registration statement under the Registration Rights
Agreement. The Registration Rights Agreement contains customary indemnification
provisions for the registration rights.
This description of the Registration Rights Agreement is qualified in
its entirety by reference to the Registration Rights Agreement, a copy of which
has been filed as Exhibit 3 to this Statement and is incorporated herein by
reference.
Warrants
--------
The Warrants entitle Deutsche Bank and its permitted assigns to
purchase 26,666,667 shares of the Company Common Stock at the price of $1.50 per
share (the "Exercise Price"). The terms of the Warrants provide for customary
adjustments of the Exercise Price and/or the number of shares issuable upon
exercise of the Warrants in the case of certain events such as stock splits,
issuance of additional shares, capital reorganization, consolidation, merger,
transfer of assets, dissolution, liquidation, winding-up and other corporate
events (as described in the Warrant).
The Warrants are exercisable from December 19, 2003 through December
19, 2006 (the "Expiration Date"); however, Deutsche Bank has a one-time option
prior to December 19, 2006 to extend the Expiration Date to any date prior to
and including June 19, 2008 so long as the maturity date of the Note is extended
to the same date. The Expiration Date will also be automatically extended if (i)
on the Expiration Date, (A) there is no effective registration statement under
the Securities Act covering all of the Registrable Securities (as defined in the
Registration Rights Agreement) or (B) a Blackout Period is then in effect, or
(ii) on the Expiration Date, the holder of the Warrant and the Company have made
the necessary regulatory applications or filings but the requisite approval from
such governmental authorities have not been obtained to permit the exercise of
the Warrants. The Expiration Date will be extended until such registration
statement is declared effective, there is no Blackout Period or all requisite
approvals are obtained.
Page 8 of 14
The terms of the Warrant provide for exercise by (i) the surrender of
the Warrants, with the necessary notice of exercise, to the Company and the
payment of the exercise price for the shares being purchased, or (ii) if in
connection with a registered public offering of the Common Stock, the surrender
of the Warrants, with the necessary notice of exercise, together with notice of
arrangements reasonably satisfactory to the Company for payment to the Company
from the proceeds of the sale of the shares in the public offering, or (iii) the
tender of all or a portion of the Note in a principal amount equal to the then
applicable Exercise Price multiplied by the number of shares of Common Stock
being purchased.
The terms of the Warrant also permits the holder of the Warrants, at
the holder's option, to effect a cashless exercise if the average of the closing
price of the Common Stock over the 20 trading days immediately prior to the date
of the proposed exercise is equal to or greater than $5.00 per share at the time
of exercise. If the holder of the Warrant elects to exercise the Warrants when
the average closing price of the Common Stock over such period is less than
$5.00 per share, the Company may require the holder of the Warrants to effect a
cashless exercise.
This description of the Warrants is qualified in its entirety by
reference to the Warrant, a copy of which has been filed as Exhibit 4 to this
Statement and is incorporated herein by reference.
Senior Secured Promissory Note
------------------------------
The Note received by Deutsche Bank bears interest compounded quarterly
at the floating rate of LIBOR plus 0.50% per annum. Interest is payable on the
last day of each three-month interest period, as set forth in the Note, and
calculated on the basis of actual number of days elapsed and a year of 360 days.
The Company has the option to pay such interest in cash or to cause such
interest to be capitalized and added to the principal amount of the Note, which
additional amount shall bear interest and otherwise be payable in accordance
with the terms and conditions of the Note. Unless paid on or prior to maturity,
the Note matures, and the principal and accrued and unpaid interest becomes due
in full on December 19, 2003, provided, however, that such date may be extended
to coincide with any extension of the Expiration Date (as defined in the
Warrants) permitted under and provided in the Warrants.
Guaranty and Security Agreement
-------------------------------
On December 19, 2003, Deutsche Bank, acting through its London Branch
and DB Advisors, entered into a Guaranty and Security Agreement with the Company
(the "Guaranty and Security Agreement").
Pursuant to the Guaranty and Security Agreement, the Company and each
of its subsidiaries having 5% or more of the Company's aggregate consolidated
assets or revenues of net income of at least 5% of the amount of the Company's
aggregate consolidated revenues or net income (a "Material Subsidiary") jointly
and severally guarantee the payment when due of the Company's obligations under
the Note and grant a security interest in its assets with respect to such
obligations. In the event of the formation or acquisition of any Material
Subsidiary, such
Page 9 of 14
Material Subsidiary would be required to join the Guaranty and Security
Agreement as a guarantor.
Item 7. Material to be filed as Exhibits.
Exhibit 1: Joint Filing Agreement
Exhibit 2: Note and Warrant Purchase Agreement, dated October 17, 2003, among
Pac-West Telecomm, Inc. and Deutsche Bank AG-London acting through DB Advisors,
LLC as investment advisor*
Exhibit 3: Registration Rights Agreement, dated December 19, 2003, by and among
Pac-West Telecomm, Inc. and Deutsche Bank AG-London acting through DB Advisors,
LLC as investment advisor**
Exhibit 4: Pac-West Telecomm, Inc. Warrant to Purchase Shares of Common Stock
issued to Deutsche Bank AG-London acting through DB Advisors, LLC as investment
advisor**
----------------------
* Previously filed as an exhibit to Form 8-K filed by the Company on October
21, 2003 and incorporated by reference in this Statement.
** Previously filed as an exhibit to Form 8-K filed by the Company on December
22, 2003 and incorporated by reference in this Statement.
Page 10 of 14
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
Dated: December 29, 2003
Deutsche Bank AG
By: /s/ Jeffrey A. Ruiz
---------------------------------
Name: Jeffrey A. Ruiz
Title: Vice President
DB ADVISORS, L.L.C.
By: /s/ Jeffrey A. Ruiz
--------------------------------
Name: Jeffrey A. Ruiz
Title: Attorney-in-Fact
SCHEDULE A-1
EXECUTIVE OFFICERS AND DIRECTORS OF
DB ADVISORS, L.L.C.
The following sets forth the name, business address, title and citizenship of
the directors and principal executive officer of DB Advisors, L.L.C. The
business address of DB Advisors, L.L.C. is 280 Park Avenue, New York, New York
10017.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Kevin Parker 60 Wall Street Chief Executive Officer United States
New York, New York
Roger Ehrenberg 280 Park Avenue President United States
New York, New York
Shengbei Guo 280 Park Avenue Executive Vice President China
New York, New York
Paul G. Bigler II 280 Park Avenue Managing Director United States
New York, New York
Mark Cullen 60 Wall Street Managing Director Australia
New York, New York
Steven Morris 60 Wall Street Managing Director, Chief Financial New Zealand
New York, New York Officer and Treasurer
Glen MacMullin 280 Park Avenue Director Canada
New York, New York
Tracy C. Wills-Zapata 280 Park Avenue Director United States
New York, New York
Page 12 of 14
SCHEDULE A-2
MANAGING DIRECTORS OF
DEUTSCHE BANK AG
The following sets forth the name, business address, title and citizenship of
the managing directors of Deutsche Bank AG. The business address of Deutsche
Bank AG is Taunusanlage 12, 60325 Frankfurt, Federal Republic of Germany.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Dr. Josef Ackermann Deutsche Bank AG Chairman of the Group Executive Member of Swiss
Taunusanlage 12 the Board of Managing Directors, Deutsche
60325 Frankfurt Bank AG
The Federal Republic of
Germany
Dr. Tessen von Heydebreck Deutsche Bank AG Member of the Board of Managing German
Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of
Germany
Dr. Hermann-Josef Lamberti Deutsche Bank AG Member of the Board of Managing German
Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of
Germany
Dr. Clemens Borsig Deutsche Bank AG Member of the Board of Managing German
Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of
Germany
Page 13 of 14
EXHIBIT INDEX
Exhibit 1: Joint Filing Agreement
Exhibit 2: Note and Warrant Purchase Agreement, dated as of October 17, 2003, by
and between Pac-West Telecomm, Inc. and Deutsche Bank AG-London acting through
DB Advisors, LLC as investment advisor*
Exhibit 3: Registration Rights Agreement, dated December 19, 2003, by and among
Pac-West Telecomm, Inc. and Deutsche Bank AG-London acting through DB Advisors,
LLC as investment advisor**
Exhibit 4: Pac-West Telecomm, Inc. Warrant to Purchase Shares of Common Stock
issued to Deutsche Bank AG-London acting through DB Advisors, LLC as investment
advisor**
------------------------
* Previously filed as an exhibit to Form 8-K filed by the Company on October
21, 2003 and incorporated by reference in this Statement.
** Previously filed as an exhibit to Form 8-K filed by the Company on December
22, 2003 and incorporated by reference in this Statement.
Page 14 of 14