From S1:
SELLING STOCKHOLDERS
The following table sets forth the names of the selling stockholders,
the number of shares of common stock beneficially owned by each selling
stockholder as of the date of this prospectus, the number of shares of common
stock to be sold by each of them pursuant to this prospectus and the percentage
of the outstanding common stock to be held by each of them after this offering.
Pursuant to a registration rights agreement between us and Capital Ventures
International ("CVI") and Castle Creek Technology Partners LLC ("Castle Creek"),
we have agreed initially to register 8,800,000 shares of common stock issuable
upon conversion of the outstanding notes and exercise of the outstanding
warrants we issed to them in July 2000. Accordingly, the 8,800,000 number
reflects the aggregate number of shares being offered by CVI and Castle Creek
pursuant to this prospectus. Because the number of shares issuable upon
conversion of the notes will depend upon the price of the common stock in the
future, the actual number of shares issued may be more or less than 8,800,000.
In addition, the number of shares owned by CVI and Castle Creek is based upon a
determination of beneficial ownership under section 13(d) of the Securities
Exchange Act, which results in a number of shares lower than the total number we
have agreed to register. Beneficial ownership includes shares of outstanding
common stock and shares of common stock that a person has a right to acquire
within 60 days after the date of this prospectus. The percentage of common stock
outstanding after this offering is based on 34,752,039 shares of common stock
issued and outstanding as of August 31, 2000. None of the selling stockholders
is obligated to sell all or any portion of the shares covered by this
prospectus, or to sell any of the shares immediately under this prospectus.
Because the selling stockholders may sell all or part of their shares, no
estimate can be given as to the number of shares that will be held by any
selling stockholder upon termination of any offering made hereby.
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Prior to Offering After Offering
------------------------------------ ----------------------------
Number of
Number of Shares Shares
Beneficially Number of Shares Beneficially Percentage
Name of Selling Stockholder Owned Offerred Hereby Owned(1) of Class
---------------------------- ------------------ ----------------- ------------- ----------
<S> <C> <C> <C> <C>
Molex Incorporated(2) 10,314,667 2,000,000 8,314,667 23.92%
Capital Ventures International(3) 1,188,119(4) 5,858,286(5) 0 *
Castle Creek Technology Partners 596,609(4) 2,941,714(5) 0 *
LLC(3) |
