Item 1.01 Entry into a Material Agreement.
The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 8.01 below with respect to the issuance of the
Additional Notes (as defined below) by
Item 3.02 Unregistered Sales of
The disclosure set forth in Item 8.01 below is incorporated by reference into
this Item 3.02. The Additional Notes were issued to the Initial Purchasers (as
defined below) in reliance upon Section 4(a)(2) of the Securities Act of 1933,
as amended (the "Act"), in transactions not involving any public offering. The
Additional Notes were resold by the Initial Purchasers to persons whom the
Initial Purchasers reasonably believe are "qualified institutional buyers," as
defined in, and in accordance with, Rule 144A under the Act. Initially, a
maximum of 2,776,235 shares of the Company's common stock may be issued upon
conversion of the Additional Notes, based on the initial maximum conversion rate
of 55.5247 shares of common stock per
Item 8.01 Other Events. Convertible Notes Offering
On
This Current Report on Form 8-K is neither an offer to sell nor a solicitation
of an offer to buy any of these securities or any other securities of the
Company and shall not constitute an offer, solicitation, or sale in any
jurisdiction in which such offer, solicitation, or sale is unlawful. The
Additional Notes have not been registered under the Act or any state securities
laws and may not be offered or sold in
Capped Call Transactions
In connection with the exercise by the Initial Purchasers of their option to
purchase the Additional Notes, on
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Counterparties"). The Additional Capped Call Transactions were made on
substantially identical terms as the privately negotiated capped call
transactions the Company entered into with the Option Counterparties on
The Additional Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties and are not part of the terms of the Notes and will not affect any holder's rights under the Notes. Holders of the Notes will not have any rights with respect to the Additional Capped Call Transactions.
The foregoing descriptions of the Additional Capped Call Transactions are
qualified in their entirety by the copy of the form of call option transaction
confirmation relating to the Additional Capped Call Transactions, which is
incorporated herein by reference. A copy of the form of call option transaction
confirmation was filed as Exhibit 10.1 to the Company's Current Report on
Form 8-K filed with the Commission on
3
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