Supplement No. 2 to Prospectus | Filed Pursuant to Rule 424(b)(7) |
2.50% Senior Convertible Notes Due 2012
and Common Stock Issuable
Upon Conversion of the Notes
This supplement no. 2 to the prospectus dated August 7, 2007 (the Prospectus) relates to the resale by certain selling securityholders of our 2.50% Senior Convertible Notes due 2012 (the Notes) and any shares of our common stock issuable upon conversion of the Notes.
You should read this prospectus supplement no. 2 together with the Prospectus, which should be delivered with this prospectus supplement no. 2. This prospectus supplement no. 2 is not complete without, and may not be delivered or used except in conjunction with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement no. 2 is qualified by reference to the Prospectus, except to the extent that the information provided by this prospectus supplement no. 2 supersedes or supplements certain information contained in the Prospectus. The terms of the Notes are set forth in the Prospectus.
Investing in the Notes and our common stock involves risks. See “Risk Factors” beginning on page 7 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus supplement no. 2 constitutes the offer by the selling securityholders named below of $23,177,000 principal amount of the Notes and any shares of our common stock issuable upon conversion of those Notes.
The table under the caption “Selling Securityholders” beginning on page 55 of the Prospectus is hereby:
· supplemented by adding to it the information regarding certain selling securityholders set forth in the table entitled “Additional Selling Securityholders” below; and
· amended by replacing the information in the Prospectus regarding the selling securityholders identified in the table entitled “Revised Information Regarding Selling Securityholders” below with the information set forth in the table entitled “Revised Information Regarding Selling Securityholders” below.
We prepared these tables based on information supplied to us by the selling securityholders named in the tables below on or prior to November 6, 2007. Information about the selling securityholders may change over time.
We have assumed for purposes of the tables below that the selling securityholders will sell all of the Notes and all of the common stock issuable upon conversion of the Notes pursuant to this prospectus supplement no. 2 and the Prospectus, and that any other shares of our common stock beneficially owned by the selling securityholders will continue to be beneficially owned by such selling securityholders.
Except as set forth below or in the Prospectus under the caption “Plan of Distribution,” none of the selling securityholders has had within the past three years any material relationship with us or any of our predecessors or affiliates.
The selling securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their Notes since the date on which they provided the information regarding their Notes in transactions exempt from the registration requirements of the Securities Act of 1933, as amended.
Additional Selling Securityholders
|
| Principal Amount of Notes |
| Number of shares of Common Stock |
| |||||||||||||||
Selling Securityholder(1) |
|
|
| Principal Amount of |
| Percentage of |
| Number of Shares of |
| Percentage of |
| |||||||||
DBAG London |
|
| $ | 22,177,000 |
|
|
| 9.24 | % |
|
| 1,845,776 |
|
|
| 1.04 | % |
| ||
Revised Information Regarding Selling Securityholders
|
| Principal Amount of Notes |
| Number of shares of Common Stock |
| |||||||||||||||
Selling Securityholder(1) |
|
|
| Principal Amount of |
| Percentage of |
| Number of Shares of |
| Percentage of |
| |||||||||
Lehman Brothers Inc.(4) |
|
| $ | 1,000,000 |
|
|
| 0.42 | % |
|
| 83,229 |
|
|
| 0.05 | % |
| ||
(1) Information regarding the selling securityholders may change from time to time. Any such changed information will be set forth in additional supplements to the Prospectus if required.
(2) Assumes for each $1,000 in principal amount of Notes a maximum of 83.2293 shares of common stock could be received upon conversion. This conversion rate is subject to adjustment as described under “Description of the Notes—Conversion Rights.” As a result, the number of shares of common stock issuable upon conversion of the Notes may increase or decrease in the future. Excludes shares of common stock that may be issued by us upon the conversion of the Notes as described under “Description of the Notes—Payment upon Conversion—Make-Whole Amount and Adjustments for Conversion After a Public Acquirer Change of Control.” In addition, excludes fractional shares. Holders will receive a cash adjustment for any fractional share amount resulting from the conversion of the Notes, as described under “Description of the Notes—Payment upon Conversion.”
(3) Calculated based on 178,065,981 shares of common stock outstanding as of August 30, 2007. In calculating this amount for each holder, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that holder’s Notes, but we did not assume conversion of any other holder’s Notes.
(4) Lehman Brothers Inc. provided financial advisory services to us in connection with our acquisition of Intentia International AB in April 2006 and in connection with the provision of those services received customary fees and reimbursements. Lehman Brothers Inc. and its affiliates may, from time to time, continue to provide investment banking, financial advisory and other services to us, for which they expect to receive customary fees and reimbursement of expenses. In addition, an affiliate of Lehman Brothers Inc. entered into the convertible note hedge transaction and the warrant transaction described in the Prospectus under the caption “Convertible Note Hedge and Warrant Transactions.”
The date of this prospectus supplement no. 2 is November 7, 2007.
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