To: Amit Ghate who wrote (4874 ) 7/3/2000 8:15:08 PM From: Bear Down Read Replies (2) | Respond to of 6039 From the filing The selling stockholders and any of their pledgees, assignees, and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market, or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. There is no assurance that the selling stockholders will sell any or all of the Common Stock in this offering. The selling stockholders may use any one or more of the following methods when selling shares: - Ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers. - Block trades in which the broker-dealer will attempt to sell the shares as an 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 own account. - An exchange distribution following the rules of the applicable exchange - Privately negotiated transactions. - Short sales or sales of shares not previously owned by the seller. - Broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share. - A combination of any such methods of sale. - Any other lawful method. The selling stockholders may also engage in: - Short selling against the box, which is making a short sale when the seller already owns the shares. - Buying puts, which is a contract whereby the person buying the contract may sell shares at a specified price by a specified date. - Selling calls, which is a contract giving the person buying the contract the right to buy shares at a specified price by a specified date. - Selling under Rule 144 under the Securities Act, if available, rather than under this Prospectus. - Other transactions in our securities, or in derivatives of our securities, and the subsequent sale or delivery of shares by the stockholder. - Pledging shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.