Recent selling pressure..... In part due to this..
This prospectus is dated November 29, 2007
This prospectus relates to the resale of up to 1,105,656 shares of our common stock by the selling stockholders identified in this prospectus. The shares that may be resold by the selling stockholders pursuant to this prospectus were originally issued by us, or may in the future be issued by us, to the selling stockholders in connection with our acquisition of Rhozet Corporation under an agreement and plan of merger.
We issued the shares of our common stock that we are registering for resale by this prospectus in a private placement transaction in connection with our acquisition of Rhozet in July 2007. As part of the purchase price for the acquisition, we issued and may issue up to the selling stockholders an aggregate of 1,105,656 shares of our common stock. We also agreed to register for resale 1,105,656 shares of our common stock offered by the selling stockholders in this prospectus.
The following table sets forth the number of shares of our common stock beneficially owned by the selling stockholders as of July 31, 2007, the date of the closing of our acquisition of Rhozet Corporation, and is based on the selling stockholders’ representations regarding their ownership thereof. The percentage of outstanding shares of common stock beneficially owned before the offering is based on 93,654,404 shares of common stock outstanding as of November 26, 2007. The number and percentage of outstanding shares of common stock beneficially owned after the offering assumes that all of the shares of our common stock being offered by the selling stockholders are sold and assumes that no additional shares of our common stock are purchased by the selling stockholders prior to the completion of this offering.
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