During December 2003, we issued and sold 28,743,333 shares of our common stock to our Principal Stockholder for an aggregate purchase price of $172.5 million, and 823,333 shares of our common stock to certain of our directors and members of our management and other employees for an aggregate purchase price of $4.9 million, or $6 per share. We also sold 100,000 shares of our preferred stock for an aggregate purchase price of $100 million, or $1,000 per share, to our Principal Stockholder. These shares of common and preferred stock were issued and sold in transactions exempt from the registration requirements of the Securities Act in reliance on Section 4(2) of the Securities Act as transactions made only to “accredited investors” within the meaning of the Securities Act.

      During February 2004, we issued and sold an aggregate of 287,997 shares of our common stock to directors, senior management and certain employees pursuant to our 2004 Executive Stock Purchase Plan for an aggregate purchase price of $1.7 million, or $6 per share. These shares of common stock were issued and sold in a transaction exempt from the registration requirements of the Securities Act in reliance on Rule 701 promulgated under the Securities Act.

      During December 2003, we granted options to purchase an aggregate of 2,235,674 shares of our common stock to directors and employees under our 2003 Omnibus Stock Incentive Plan (the “Plan”) pursuant to exemptions from the registration requirements of the Securities Act in reliance on Rule 701 promulgated under the Securities Act. The purpose of the Plan is to enable us to attract and retain highly qualified personnel who will contribute to our success. The Plan provides for the granting of stock options, stock appreciation rights, restricted stock, deferred stock and performance shares. The Plan is available to

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      During February 2004, we granted options to purchase an aggregate of 369,300 shares of our common stock to directors and employees under the Plan pursuant to exemptions from the registration requirements of the Securities Act in reliance on Rule 701 promulgated under the Securities Act. The stock options granted in February 2004 to directors and employees under the Plan carry a four year vesting schedule and expire after seven years from the date of grant. These options have an exercise price of $6.00 per share. The price was determined as a result of our performance of a valuation of the common stock on February 10, 2004 using the same model that was used by Apollo in the Acquisition, which resulted in a value slightly lower than $6.00 per share. This model calculated the fair value of our common stock by utilizing the same EBITDA multiple, net of outstanding debt and preferred stock, as was used to determine the purchase price at the Acquisition.