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Phone.com Replaces CEO

In the wake of August's proposed merger of Phone.com and Software.com, Phone.com Monday reshuffled its management structure to make room for Cisco Systems alum Don Listwin.

Listwin, formerly executive vice president at Cisco in charge of the company's provider and consumer lines of business, will step in as president and chief executive officer of Phone.com . From that post, he will drive the merger and integration planning activities until he can assume the role of president and chief executive officer of the combined entity as announced in August. He has also taken a seat as a board member of Phone.com.

"I saw this as an opportunity to work with the incredible talents of Alain [Rossman] and John MacFarlane, and to do what I love best -- take an industry and restructure it, while working side by side with talented people," Listwin said.

Rossman, Phone.com's current president and chief executive officer -- also the company's founder and often credited as "father of the wireless Internet" -- will step down in deference to Listwin. Rossman will remain chairman of the company's board of directors and chairman of the combined entity, but will now focus his attention on market vision and strategy as the executive vice president of Strategy and Corporate Development.

"[Listwin] has an amazing track record building new businesses, including building the service provider business at Cisco," Rossman said. "His expertise and experience in acquiring and integrating companies is unmatched. I am pleased that in my new role I will continue to look for ways to solve our customers' problems through advanced technology and to move the industry to the next level."

John L. MacFarlane, chief executive of Software.com , will retain his seat on the combined entity's board and will serve as executive vice president of the combined company.

In addition, Alan Black, chief financial officer of Phone.com and the combined entity, has been promoted to senior vice president of Corporate Affairs. He will retain his role as chief financial officer.

The merged company will provide a range of carrier-class software to wireless and wireline carriers, portals and ISPs. Under the terms of the merger, shareholders of each company will own about 50 percent of the combined company, with each Software.com shareholder entitled to receive 1.6105 Phone.com shares for each of their shares.

Both companies said the merged entity will be a provider of highly scalable infrastructure and application software enabling the delivery of e-mail, voicemail, unified messaging, directory and wireless Internet access for IP-based networks.

The transaction is expected to close by calendar year-end 2000.