Filed Pursuant to Rule 424B3
Registration No. 333-118669
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus Dated September 10, 2004)
$75,000,000
(AGGREGATE PRINCIPAL AMOUNT)
3.25% CONVERTIBLE SENIOR NOTES DUE 2024 AND
THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement supplements our prospectus dated September 10, 2004 relating to the resale from time to time by selling securityholders of our 3.25% Convertible Senior Notes due 2024 and the common stock issuable upon conversion of the notes. This prospectus supplement should be read in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information provided by this prospectus supplement supersedes the information contained in the prospectus.
The securities offered hereby involve a high degree of risk. See “Risk Factors” beginning on page 7 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities discussed in the prospectus or this prospectus supplement, nor have they determined whether the prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The table captioned “Selling Securityholders” commencing on page 40 of the prospectus is hereby amended to reflect the following additions and changes:
| Principal amount at | Number of shares of | |||||||||||
| maturity of notes | common stock | |||||||||||
| beneficially owned | Percentage | beneficially owned | ||||||||||
| Name | and offered ($) | of Notes outstanding | and offered | |||||||||
| DBAG London + | 3,957,000 | 5.28 | 152,662 | |||||||||
| Geode U.S. Convertible Arbitrage Fund, Ltd. + | 3,750,000 | 5.00 | 144,676 | |||||||||
| Highbridge International LLC + | 5,000,000 | 6.67 | 192,902 | |||||||||
| KBC Financial Products USA, Inc. | 500,000 | 0.67 | 19,290 | |||||||||
| Tenor Opportunity Master Fund Ltd. | 1,000,000 | 1.33 | 38,580 | |||||||||
+ Affiliate of broker-dealer
The table captioned “Voting/Investment Control” commencing on page 41 of the prospectus is hereby amended to reflect the following additions and changes:
| Natural person or persons with voting or | ||
| Selling Securityholder | dispositive power | |
| DBAG London | Patrick Corrigan | |
| Geode U.S. Convertible Arbitrage Fund, Ltd. | Vincent Gubitosi | |
| Highbridge International LLC | Glenn Dubin and Henry Swieca are principals of Highbridge Capital Management, the trading advisor. | |
| KBC Financial Products USA, Inc. | KBC Financial Products USA, Inc is an indirect wholly-owned subsidiary of KBC Bank N.V. which in turn is a direct wholly-owned subsidiary of KBC Bank & Insurance Holding Company N.V., a publicly traded entity. | |
| Tenor Opportunity Master Fund Ltd. | Robin Shah and Alexander Robinson |
The date of this prospectus is September 10, 2004.