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EXHIBIT 4.1
REOFFER PROSPECTUS
ROCKFORD CORPORATION
UP TO 131,773
SHARES OF COMMON STOCK
ONLY SELLING SHAREHOLDERS
MAY SELL SHARES UNDER THIS PROSPECTUS
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This prospectus relates to 131,773 shares of our common stock held
by our shareholders who acquired shares in compensatory transactions under our
stock option plans.
The selling shareholders may offer and resell shares under this
prospectus for their own accounts. They may sell through public or private
transactions, at prevailing market prices or at privately negotiated prices. We
will not receive any proceeds from the selling shareholders' sale of the shares.
Our common stock is traded on the Nasdaq stock exchange under the
symbol "ROFO". On October 16, 2000 the last reported sale price for our common
stock was $5.25 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 1. Before investing in our Common Stock, we recommend that
you carefully read
- - this entire prospectus, including the "Risk Factors" section, and
- - the prospectus for our initial public offering dated April 20, 2000,
our quarterly reports, and the other documents we file with the
Securities and Exchange Commission.
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.
The date of this prospectus is October 17, 2000.
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TABLE OF CONTENTS
PAGE
Summary Information ........................................................................ 1
Risk Factors ............................................................................... 1
Forward Looking Statements ................................................................. 5
Use of Proceeds ............................................................................ 5
Determination of Offering Price ............................................................ 5
Selling Shareholders ....................................................................... 5
Plan of Distribution ....................................................................... 6
Documents Incorporated in this Prospectus .................................................. 9
How to Obtain Additional Information ....................................................... 9
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PROSPECTUS SUMMARY
We design, manufacture and distribute high-performance audio systems for
the car and professional audio markets. Our car audio products are sold
primarily in the $6.3 billion worldwide car audio aftermarket to consumers who
want to improve their existing car audio systems. We market our car audio
products under our Rockford Fosgate and Lightning Audio brand names, selling
products that include digital and analog amplifiers, speakers, source units, CD
and MP3 changers and accessories. Based on 1999 dollar sales, we rank first in
U.S. market share for car audio amplifiers and third for car speakers. Under our
Hafler brand, we market amplifiers and speakers in the professional audio and
home theater markets.
Our principal executive offices are located at 546 South Rockford Drive,
Tempe, Arizona 85281, and our telephone number is (480) 967-3565. Our corporate
Web site is located at www.rockfordcorp.com. INFORMATION CONTAINED ON OUR WEB
SITES DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS.
We have filed this reoffer prospectus to allow our shareholders, who
acquired 131,773 shares of our common stock in compensatory transactions under
our stock option plans, to resell their shares. We will not receive any proceeds
from the selling shareholders' sale of the shares.
RISK FACTORS
Before you invest in our common stock, you should be aware that there are
risks, including those described below. You should consider carefully these risk
factors, together with all of the other information included in this prospectus
and in the documents incorporated by reference in this prospectus, before you
decide to purchase shares of our common stock.
THE CAR AUDIO INDUSTRY IS RAPIDLY EVOLVING AND OUR PRODUCTS MAY NOT SATISFY
SHIFTING CONSUMER DEMAND OR COMPETE SUCCESSFULLY WITH COMPETITORS' PRODUCTS.
Our business is based on the demand for car audio products and our ability
to introduce distinctive new products that anticipate and capitalize upon
emerging technologies and changing consumer demands. If we do not introduce new
products, misinterpret consumer preferences or fail to respond to changes in the
marketplace, consumer demand for our products could decrease and our brand image
could suffer. In addition, our competitors may introduce superior designs or
business strategies, undermining our distinctive image and our products'
desirability. Any of these events could cause our sales to decline.
WE MAY LOSE MARKET SHARE AND ERODE OUR BRAND IMAGE AS WE TRY TO ADAPT TO
CHANGING DISTRIBUTION CHANNELS FOR CAR AUDIO PRODUCTS.
We must successfully capitalize on new distribution strategies because the
principal distributors of our products are not gaining market share. We
historically distributed our products primarily through specialty dealers who
sold only car audio products. We believe other product distribution channels,
including audio/video retailers and large consumer electronics retailers, have
captured significant market share in recent years and we now are increasing
distribution of our products through these growing distribution channels. This
change in distribution channels creates significant risks that:
- We may alienate our specialty dealer base. Some specialty dealers may
react to our new strategy by reducing their purchases or even replacing
our products with competing product lines. Reduced specialty dealer
loyalty could reduce our market share because specialty dealers continue
to hold a large share of the market and contribute substantially to our
brand image among our core consumers; and
- Our brand image may erode. Selling in less-specialized distribution
channels may erode our brand image, which could decrease our product
prices and profit margins.
Our inability to manage our new distribution channels in a way that mitigates
these risks may reduce our sales and profitability.
ANY DECREASE IN DEMAND FOR OUR AMPLIFIERS OR SPEAKERS COULD SIGNIFICANTLY
DECREASE OUR SALES.
A significant portion of our future revenue depends upon sales of our
amplifier and speaker products. These two product lines collectively accounted
for approximately 79% of our sales in 1997, 82% in 1998 and 79% in 1999. If
sales of either of these two product lines decline, our results of operations
would be adversely affected.
THE LOSS OF BEST BUY AS A CUSTOMER OR SIGNIFICANT REDUCTIONS IN ITS PURCHASES OF
OUR PRODUCTS WOULD REDUCE OUR SALES.
Best Buy is a significant customer that we could lose at any time. Best Buy
accounted for 19.9% of our sales for 1999. We anticipate that Best Buy will
continue to account for a significant portion of our sales for the foreseeable
future. Best Buy is not obligated to any long-term purchases of our products and
has considerable discretion to reduce, change or terminate its purchases of our
products. Further, our relationship with Best Buy is recent, as we shipped our
first products to Best Buy in January 1999. We cannot be certain that we will
retain this customer or maintain a relationship as favorable as currently
exists.
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WE MAY LOSE MARKET SHARE IF WE ARE UNABLE TO COMPETE SUCCESSFULLY AGAINST OUR
CURRENT AND FUTURE COMPETITORS.
Competition could result in reduced margins on our products and loss of
market share. Our markets are very competitive, highly fragmented, rapidly
changing and characterized by price competition and, in the car audio market,
rapid product obsolescence. Our principal car audio competitors include Alpine,
Clarion, Fujitsu Eclipse, JL Audio, Kenwood, Kicker, MTX, Orion, Phoenix Gold,
Pioneer, Precision Power and Sony. We also compete indirectly with automobile
manufacturers, who may improve the quality of original equipment sound systems,
reducing demand for our aftermarket car audio products, or change the designs of
their cars to make installation of our products more difficult or expensive.
Some of our competitors have greater financial, technical and other
resources than we do and many seek to offer lower prices on competing products.
To remain competitive, we believe we must regularly introduce new products, add
performance features to existing products and limit increases in prices or even
reduce them.
IF WE DO NOT CONTINUE TO DEVELOP, INTRODUCE AND ACHIEVE MARKET ACCEPTANCE OF NEW
AND ENHANCED PRODUCTS, OUR SALES MAY DECREASE.
In order to increase sales in current markets and gain footholds in new
markets, we must maintain and improve existing products, while successfully
developing and introducing new products. Our new and enhanced products must
respond to technological developments and changing consumer needs and
preferences. We may experience difficulties that delay or prevent the
development, introduction or market acceptance of new or enhanced products.
Furthermore, despite extensive testing, we may be unable to detect and correct
defects in our products before we ship them to our customers. This may result in
loss of sales or delays in market acceptance. Even after we introduce them, our
new or enhanced products may not satisfy consumer preferences and product
failures may cause consumers to reject our products. As a result, these products
may not achieve market acceptance. In addition, our competitors' new products
and product enhancements may cause consumers to defer or forego purchases of our
products.
SEASONALITY OF CAR AUDIO SALES CAUSES OUR QUARTERLY SALES TO FLUCTUATE AND MAY
AFFECT THE TRADING PRICE OF OUR STOCK.
Our sales are generally greater during the second and third quarters of
each calendar year and lower during the first and fourth quarters, with our
lowest sales typically occurring during the fourth quarter. As a result, after
the announcement of our results of operations for the first and fourth quarters,
our stock price may be lower than at other times of the year. We experience this
seasonality because consumers tend to buy car audio products during the spring
and summer when students are on semester breaks and generally more favorable
weather facilitates installation of our products.
OUR QUARTERLY FINANCIAL RESULTS MAY FLUCTUATE SIGNIFICANTLY, MAKING FINANCIAL
FORECASTING DIFFICULT AND MAKING OUR STOCK PRICE VOLATILE.
Our quarterly results of operations are difficult to predict and may
fluctuate significantly from quarter to quarter. In some quarters, our operating
results may fall below the expectations of public market analysts and investors.
Our quarterly operating results are difficult to forecast for many reasons, some
of which are outside of our control, including:
- the level of product, price and dealer competition;
- size and timing of product orders and shipments, particularly by
significant customers such as Best Buy;
- our ability to develop new products and product enhancements that respond
to changes in technology and consumer needs and preferences while
controlling costs;
- weather conditions, which affect our consumers' ability to install our
products;
- capacity and supply constraints or difficulties; and
- timing of our marketing programs and those of our competitors.
As a result, you should not rely on historical results as an indication of our
future performance. In addition, some of our expenses are fixed and cannot be
reduced in the short term. Accordingly, if sales do not meet our expectations,
our results of operations are likely to be negatively and disproportionately
affected. In this event, our stock price may fall dramatically.
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A DECLINE IN DISCRETIONARY SPENDING LIKELY WOULD REDUCE OUR SALES.
Because car audio sales are highly discretionary, a recession in the
general economy or a general decline in consumer spending likely would have a
material adverse effect on our sales. Consumer spending is volatile and is
affected by certain economic conditions, such as:
- general business conditions;
- employment levels, especially among our core consumers;
- consumer confidence in future economic conditions; and
- interest and tax rates.
IF WE FAIL TO EXECUTE OUR GROWTH STRATEGY SUCCESSFULLY, OUR FINANCIAL CONDITION
COULD BE SERIOUSLY HARMED.
Our growth has placed, and our anticipated future growth would continue to
place, a significant strain on our resources and capacity. To manage our growth,
we must:
- retain and hire skilled, competent employees;
- continue to improve coordination among our technical, product
development, manufacturing, sales and financial departments; and
- maintain our financial, operational and managerial systems and controls.
We cannot be certain that we will achieve our objectives through internal
growth, acquisitions or other means. Acquisitions carry significant risks, since
negotiations of potential acquisitions and their subsequent integration could
divert management's time and resources from our core business. Potential
acquisitions could require us to issue dilutive equity securities, incur debt or
contingent liabilities, amortize goodwill and other intangible expenses or incur
other acquisition-related costs. Further, we may be unable to integrate
successfully any acquisition and we may not obtain the intended benefits of that
acquisition.
IF WE FAIL TO MANAGE OUR INVENTORY EFFECTIVELY, WE COULD INCUR ADDITIONAL COSTS
OR LOSE SALES.
Our dealers have many brands to choose from when they decide to order
products and if we cannot deliver products quickly and reliably, they will
likely order from one of our competitors. We must stock enough inventory to fill
orders promptly, which increases our financing requirements and the risk of
inventory obsolescence. Because competition has required us to shorten our
product life cycles and more rapidly introduce new and enhanced products, there
is a growing and significant risk that our inventory could become obsolete.
OUR INTERNATIONAL OPERATIONS COULD BE HARMED BY FACTORS INCLUDING POLITICAL
INSTABILITY, CURRENCY EXCHANGE RATES AND CHANGES IN REGULATIONS THAT GOVERN
INTERNATIONAL TRANSACTIONS.
The risks inherent in international trade may reduce our international
sales and harm our business and the businesses of our distributors and
suppliers. These risks include:
- changes in tariff regulations;
- political instability, war, terrorism and other political risks;
- foreign currency exchange rate fluctuations;
- establishing and maintaining relationships with local distributors and
dealers;
- lengthy shipping times and accounts receivable payment cycles;
- import and export licensing requirements;
- compliance with a variety of foreign laws and regulations, including
unexpected changes in taxation and regulatory requirements;
- greater difficulty in safeguarding intellectual property than in the
U.S.; and
- difficulty in staffing and managing geographically dispersed operations.
These and other risks may increase the relative price of our products compared
to those manufactured in other countries, reducing the demand for our products.
Beginning in the last six months of 1997 and continuing into 1999, countries in
Asia and Latin America experienced unstable local economies and significant
devaluations of local currencies. These or similar instabilities could have a
material adverse effect on our business, financial condition and results of
operations. Our sales in Asia and Latin America, collectively, constituted 5.9%
of our sales for 1999.
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LOSS OF AN INTERNATIONAL DISTRIBUTOR MAY DISRUPT OUR SALES.
International customers accounted for 14.9% of our sales in 1999. We rely
on distributors, each of whom is responsible for one or more countries, to
purchase and resell our products in their territories. When we have disputes
with a distributor, or change our relationship with a distributor, we may
disrupt the market for our products in that country and lose sales. If we change
a relationship with a distributor, we may repurchase that distributor's
inventory, which would reduce our sales proportionately.
WE MAY INCUR ADDITIONAL COSTS AS WE CHANGE TO A ONE-STEP DISTRIBUTION SYSTEM IN
INTERNATIONAL MARKETS.
Recently, we initiated a strategy of moving to a one-step distribution
system in larger international markets by converting selected distributors into
independent sales representatives, allowing us to sell directly to retailers. To
the extent we extend this one-step strategy into additional markets, we would
incur higher operating expenses than we would under our current distribution
system because we would be directly responsible for costs such as sales
commissions, warranty costs, bad debt and customer service expenses. We also
would have higher working capital requirements and risks than we would under our
current distributor system because we, rather than our distributors, would have
to carry inventory and accounts receivable.
CURRENCY FLUCTUATIONS MAY REDUCE THE PROFITABILITY OF OUR FOREIGN SALES.
In early 1999, we began making sales to Canadian and German dealers in
their respective currencies. In 2000, we began making sales to countries in
Europe denominated in Euro. Previously, except for sales in Japan, all our
international sales were denominated solely in U.S. dollars and, accordingly, we
were not directly exposed to fluctuations in foreign currency exchange rates. An
increasing portion of our international sales likely will be denominated in
currencies other than U.S. dollars, increasing our exposure to gains and losses
on foreign currency transactions. We currently do not trade in derivatives or
other financial instruments to reduce currency risks; however, we attempt to
create "natural" hedges when possible by matching our assets and liabilities in
a given currency. We may be unable to execute this strategy and it may not
protect us in the event of substantial currency fluctuations. We may in the
future try to limit our foreign currency exposure by engaging in more aggressive
hedging strategies.
IF OUR SUPPLY OF COMPONENTS IS INTERRUPTED, WE MAY BE UNABLE TO DELIVER OUR
PRODUCTS TO OUR CUSTOMERS.
Our manufacturing processes recently have become more dependent on
"just-in-time" suppliers who are globally sourced. Our exposure to supply
restrictions has increased because the just-in-time process does not provide a
backlog of components and materials to satisfy short lead-time orders, to
compensate for potential halts in supply or to replace components that do not
conform to our quality standards. We do not have any long-term price commitments
from our suppliers and any cost increases may reduce our margins or require us
to raise our prices to protect our margins. We cannot be certain that we could
locate, within reasonable time frames, alternative sources of components and
materials at similar prices and quality levels of our current suppliers. This
failure could result in increased costs, delays to our manufacturing process, an
inability to fill purchase orders on a timely basis and a decrease in product
availability at the retail level. This could cause us to lose sales and damage
our customer relationships.
Starting in 1999, Hyundai Electronics, a large Korean company, began
supplying us with all of the source units we resell under the Rockford Fosgate
brand name. If Hyundai refuses or is unable to supply source units that meet our
quality standards and specified quantities, we believe we would require a
substantial amount of time to identify and begin receiving source units with
acceptable features and quality from another supplier. During the interim, we
would not have any supply of source units and our sales of source units would be
significantly reduced.
We rely on Avnet for approximately 16% of our inventory purchases. If Avnet
refuses or is unable to continue to supply us, we would require substantial time
to identify an alternative supplier and could face a shortage of electronic
components and parts.
WE MAY BE UNABLE TO RETAIN AND ATTRACT KEY EMPLOYEES, WHICH COULD IMPAIR OUR
BUSINESS.
We operate in highly competitive employment markets and cannot guarantee
our continued success in retaining and attracting the employees we need to
develop, manufacture and market our products and manage our operations. Our
business strategy and operations depend, to a large extent, on our senior
management team, particularly Gary Suttle, our President and Chief Executive
Officer. We do not have key-person life insurance on or employment contracts
with any of our key employees, other than Mr. Suttle. The terms of Mr. Suttle's
employment contract are limited and if Mr. Suttle or other key members of our
management team are unable or unwilling to continue in their present positions,
our ability to develop, introduce and sell our products could be negatively
impacted.
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IF WE ARE UNABLE TO ENFORCE OR DEFEND OUR OWNERSHIP AND USE OF OUR INTELLECTUAL
PROPERTY, OUR BUSINESS MAY DECLINE.
Our future success will depend, in substantial part, on our intellectual
property. We seek to protect our intellectual property rights, but our actions
may not adequately protect the rights covered by our patents, patent
applications, trademarks and other proprietary rights, and prosecution of our
claims could be time consuming and costly. In addition, the intellectual
property laws of some foreign countries do not protect our proprietary rights as
do the laws of the U.S. Despite our efforts to protect our proprietary
information, third parties may obtain, disclose or use our proprietary
information without our authorization which could adversely affect our business.
From time to time, third parties have alleged that we infringe their
proprietary rights. For example, we have exchanged correspondence with
Integrated Electronic Technologies regarding our alleged infringement of patents
held by that company. We believe that our products do not infringe any valid
patents cited in the correspondence. Nonetheless, these claims or similar future
claims could subject us to significant liability for damages, result in the
invalidation of our proprietary rights, limit our ability to use infringing
intellectual property or force us to license third-party technology rather than
dispute the merits of any infringement claim. Even if we prevail, any associated
litigation could be time consuming and expensive and could result in the
diversion of our time and resources.
OUR ANTI-TAKEOVER PROVISIONS COULD AFFECT THE VALUE OF OUR STOCK.
Our articles of incorporation and bylaws and Arizona law contain provisions
which could discourage potential acquirors from attempting to acquire us. For
example, our board of directors may issue additional shares of common stock to
an investor that supports the incumbent directors in order to make a takeover
more difficult. This could deprive our shareholders of opportunities to sell our
stock at above-market prices typical in many acquisitions.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements, including, without
limitation, statements concerning the future of our industry, product
development, business strategy (including the possibility of future
acquisitions), continued acceptance and growth of our products, dependence on
significant customers and suppliers, and the adequacy of our available cash
resources. These statements may be identified by the use of forward-looking
terminology such as "may," "will," "believe," "expect," "anticipate,"
"estimate," "continue" or other similar words. These statements discuss future
expectations and may contain projections of results of operations or of
financial condition or state other forward-looking information. When considering
forward-looking statements, you should keep in mind the risk factors and other
cautionary statements in this prospectus. The risk factors noted above, and
other factors noted throughout this prospectus and in our filings with the
Securities and Exchange Commission, could cause our actual results to differ
significantly from those contained in any forward-looking statement.
USE OF PROCEEDS
We will not receive any proceeds from the selling shareholders' sale of
shares under this prospectus. The selling shareholders will retain all of the
proceeds after deduction of their selling expenses.
DETERMINATION OF OFFERING PRICE
The selling shareholders may sell some or all of the shares under this
prospectus either at prevailing market prices or at privately negotiated prices.
We will not participate in the negotiation of any sale and do not know the
factors the selling shareholders or their buyers will consider in connection
with a proposed sale under this prospectus.
SELLING SHAREHOLDERS
The selling shareholders acquired all of the shares offered under this
prospectus by exercising stock options granted to them under our 1994 Stock
Option Plan or our 1997 Stock Option Plan. Our grants of stock options to them
were related to their service as our directors, officers, or employees.
The following table sets forth information about:
- The shares of our common stock the selling shareholders owned
before the offering,
- the shares they may sell in this offering, and
- the shares they will own after the offering, assuming sale of all
the shares offered.
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NAME POSITION NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED OFFERED BENEFICIALLY OWNED
BEFORE THE OFFERING AFTER THE OFFERING
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Earl, Steve Former Employee 4,271 4,271 0
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Harris, Wayne and Celise Former Employee 108,676 39,848 68,828
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Kane, Herb Former Employee 21,500 21,500 0
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Lloyd, John Director 47,692 8,600 39,092
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May, Rich Employee 21,500 12,900 8,600
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Trout, Ron Former Employee 47,145 34,442 12,703
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Welch, John Former Employee 10,212 10,212 0
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A shareholder is deemed to beneficially own shares held in his or her
name and shares he or she does not own but has the right to acquire upon option
exercise or otherwise within 60 days after the date of this prospectus.
After the offering, and assuming each selling shareholder sells all of
the shares offered, each selling shareholder will own less than 1% of our
outstanding shares.
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling shareholders. We
will pay all costs, expenses and fees related to the registration, including all
registration and filing fees, printing expenses, attorney fees and blue sky
fees, if any. The selling shareholders will pay any underwriting discounts and
selling commissions in connection with their sale of shares.
The selling shareholders may sell the shares covered by this prospectus
from time to time in one or more transactions:
- on the Nasdaq stock exchange;
- in alternative trading markets, or
- otherwise
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at prices and terms then prevailing, at prices related to the then current
market price, or in negotiated transactions. The selling shareholders will
determine the prices at which they sell their shares in these transactions.
The selling shareholders may sell the shares to or through broker dealers.
In effecting sales, broker dealers engaged by the selling shareholders may
arrange for other broker dealers to participate in the sales. The shares may be
sold by one or more, or a combination, of the following:
- a block trade in which the broker dealer attempts to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- purchases by a broker dealer as principal and resale by the broker
dealer for its account;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
- privately negotiated transactions.
SEC Rule 144 limits the amount of securities a selling shareholder (and
others acting in concert with the selling shareholder) may offer under this
prospectus. The number of shares a shareholder (and others acting in concert
with the selling shareholder) sells may not exceed during any three-month period
the greater of:
- 1% of the shares of the class outstanding as shown by the most
recent report we have published, or
- the average weekly reported volume of trading in our securities
during the four calendar weeks preceding the date of receipt of the
order to execute the transaction by the broker or the date of
execution of the transaction directly with a market maker.
Broker dealers or agents may receive commissions, discounts or concessions
from the selling shareholders. Broker dealers or agents may also receive
compensation from the purchasers of the shares for whom they act as agents or to
whom they sell as principals, or both. Compensation to a particular broker
dealer may be in excess of customary commissions and will be in amounts
negotiated with a selling shareholder in connection with the sale.
Broker dealers or agents, any other participating broker dealers and the
selling shareholder may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any commission, discount or concession received by them and any
profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because the
selling shareholder may be deemed to be "underwriters" within the meaning of
Section 2(11) of
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the Securities Act, the selling shareholders will be subject to the prospectus
delivery requirements of the Securities Act.
The selling shareholders will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the associated rules and regulations,
including Regulation M. These provisions may limit the timing of purchases and
sales of shares of our common stock by the selling shareholders.
We will make copies of this prospectus available to the selling
shareholders and have informed them of the requirement for delivery of copies of
this prospectus to purchasers at or before the time of any sale of the shares.
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DOCUMENTS INCORPORATED IN THIS PROSPECTUS
The following documents are hereby incorporated by reference into, and are
part of, this prospectus:
(a) our prospectus dated April 20, 2000, filed pursuant to Rule
424(b)(1), which contains financial statements for our fiscal year
ending December 31, 1999;
(b) our quarterly reports on form 10-Q:
- for the period ending March 31, 2000, filed on May 31, 2000;
and
- for the period ending June 30, 2000, filed on August 11,
2000;
(c) all documents that we file pursuant to Sections 13(a), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this
prospectus and prior to the termination of the offering under this
prospectus; and
(d) our Registration Statement on Form 8-A filed on June 29, 1999,
pursuant to Section 12 of the Securities Exchange Act of 1934.
Upon written or oral request of any person to whom a prospectus is
delivered, including any beneficial owner, we will provide a copy of any or all
of the information that we have incorporated by reference in this prospectus but
that is not delivered with this prospectus. We will provide this information at
no cost to the requester.
If you would like to request this information, please make your request to
Victoria Hodson, Investor Relations Coordinator, 546 S. Rockford Drive, Tempe,
Arizona 85281, telephone 480-517-3042.
HOW TO OBTAIN ADDITIONAL INFORMATION
We have filed a registration statement with the Securities and Exchange
Commission relating to the securities offered by this prospectus. This
prospectus does not contain all of the information set forth in the registration
statement. For further information about our securities or about us please refer
to the documents listed above as incorporated in this prospectus by reference.
We have filed all of them with the SEC.
You may read and copy our prospectus, our quarterly reports (including
future reports, when filed) and any other materials we file with the Securities
and Exchange Commission at the Securities and Exchange Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. You may obtain
information on the operation of the Public Reference Room by calling the
Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission also maintains an Internet site at www.sec.gov where you may
view our SEC filings.
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