As of June 30, 2002, our pro forma net tangible book value was approximately $(11.9)
million, or $(0.55) per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by shares of common stock outstanding after giving effect to the automatic
conversion into common stock upon completion of this offering of all outstanding convertible preferred stock and convertible subordinated notes.
Dilution in net tangible book value per share represents the difference between the amount per share paid by buyers of shares of our common stock in this offering and the net tangible book value per share of our common stock
immediately following this offering.
After giving effect to the receipt of the net proceeds from the sale of the shares of
our common stock at an assumed initial public offering price of $ per share and after deducting the underwriting discount and the estimated offering expenses, our pro forma net
tangible book value as of June 30, 2002 would have been approximately $ million, or $ per share. This
represents an immediate increase in pro forma net tangible book value of $ per share to existing stockholders and an immediate dilution of
$ per share to new investors purchasing shares at the initial public offering price. The following table illustrates the per share dilution:
|
Assumed initial public offering price per share
|
|
|
|
|
|
$
|
|
|
Pro forma net tangible book value per share as of June 30, 2002
|
|
$
|
(0.55
|
)
|
|
|
|
|
Increase per share attributable to new investors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net tangible book value per share after this offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution per share to new investors
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes as of June 30, 2002, the number of shares of
common stock purchased from us, giving effect to the automatic conversion into common stock upon the completion of this offering of all outstanding convertible preferred stock and approximately $22 million of the principal amount and accrued
interest of convertible subordinated notes, the total consideration paid to us and the average price per share paid by existing stockholders and by new investors purchasing shares of common stock in this offering, before deducting underwriting
discounts and commissions and estimated offering expenses:
|
|
|
Shares Purchased
|
|
|
Total Consideration
|
|
|
Average Price Per Share
|
|
|
|
|
|
|
|
|
Number
|
|
Percent
|
|
|
Amount
|
|
Percent
|
|
|
|
Existing stockholders
|
|
|
|
|
%
|
|
$
|
|
|
|
%
|
|
$
|
|
|
New investors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
100
|
%
|
|
$
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If the underwriters’ over-allotment option is exercised in full, the
following will occur:
|
|
•
|
|
the number of shares of common stock held by existing stockholders will decrease to approximately % of the total number of
shares of our common stock outstanding after this offering; and
|
|
|
•
|
|
the number of shares held by new investors will be increased to , or approximately
% of the total number of our shares of our common stock outstanding after this offering.
|
The above discussion and tables assume no exercise of any stock options or warrants for common stock outstanding as of June 30, 2002. As of June 30, 2002, there were outstanding options to purchase a total of
1,881,693 shares of common stock at a weighted average exercise price of $13.81 per share and an immediately exercisable warrant to purchase 234,166 shares at an exercise price of $16.02 per share. Please see “Capitalization” and
“Management—Employee Benefit Plans.”
21
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