anybody heard why Novellus is hoping to raise up to $300 M?
They've filed a preliminary prospectus to sell securities up to that
amount. It's still preliminary, as it doesn't say exactly what will
be sold (stock, notes, whatever).
Below is an excerpt from the April 30th S-3/a
-------------------------------------
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 30, 1998
$300,000,000
NOVELLUS SYSTEMS, INC.
COMMON STOCK, PREFERRED STOCK, DEPOSITARY SHARES,
WARRANTS, DEBT SECURITIES AND WARRANTS TO
PURCHASE DEBT SECURITIES
Novellus Systems, Inc., a California corporation ("Novellus" or the
"Company"), may issue and sell from time to time up to $300,000,000 in the
aggregate of (a) shares of its Common Stock, no par value ("Common Stock"), (b)
shares of its Preferred Stock, no par value ("Preferred Stock"), in one or more
series, (c) its depositary shares ("Depositary Shares"), (d) its warrants to
purchase shares of Common Stock or Preferred Stock ("Warrants"), (e) its debt
securities ("Debt Securities"), and (f) its warrants to purchase Debt Securities
("Debt Warrants"), or any combination of the foregoing, either individually or
as units consisting of one or more of the foregoing, each on terms and
conditions to be determined at the time of offering. The Common Stock, Preferred
Stock, Depositary Shares, Warrants, Debt Securities and Debt Warrants are
collectively referred to herein as "Securities." All specific terms of the
offering and sale of Securities, including the specific (a) designation, rights,
preferences, privileges and restrictions of Preferred Stock, including dividend
rate or rates (or method of ascertaining the same), dividend payment dates,
voting rights, liquidation preference, and any conversion, exchange, redemption
or sinking fund provisions, (b) designation, rights, and restrictions of the
Debt Securities, including whether the Debt securities are senior or
subordinated, the currency or currency units in which Debt Securities are
denominated, the aggregate principal amount, the maturity, rate and time of
payment of interest, any conversion, exchange, redemption or sinking fund
provisions, and (c) initial underwriters, if any, to be utilized in connection
with the offering of Securities, will be set forth in an accompanying Prospectus
Supplement (the "Prospectus Supplement"). With regard to the Warrants and Debt
Warrants, if any, the Prospectus Supplement will contain a description of the
Common Stock, Preferred Stock and Debt Securities, respectively, for which each
warrant may be exercisable and the offering price, exercise price, duration,
detachability, call provisions and other principal terms of the warrants.
Novellus reserves the sole right to accept and, together with its agents from
time to time, to reject in whole or in part any proposed purchase of Securities
to be made directly or through agents.
Novellus may offer the Securities directly, through agents designated
from time to time by Novellus, or to or through underwriters or dealers. If any
agents or underwriters are involved in the sale of the Securities, their names
and any applicable purchase price, fee, commission or discount arrangement
between or among them, will be set forth, or will be calculable from the
information set forth, in the applicable Prospectus Supplement. See "Plan of
Distribution." No Securities may be sold without delivery of the applicable
Prospectus Supplement describing the method and terms of the offering of the
Securities. ------------------
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the
Company intends to use the net proceeds of any sale of Securities for general
corporate purposes including, without limitation, at its option, the repayment
of debt. |
