The following table
sets forth our capitalization as of June 30, 2003:
•
on an actual basis; and
•
on a pro forma as adjusted basis to give effect to:
•
the conversion of all outstanding shares of our convertible preferred stock into 18,750,000 shares of common stock upon the closing of this offering;
•
the sale of shares of common stock by us in the offering at an assumed initial public offering price of
$ per share, which is the midpoint of our expected public offering range for our common stock in this offering;
•
deducting the underwriting discounts and commissions and estimated offering expenses; and
•
the filing of our amended and restated certificate of incorporation upon the closing of this offering increasing our authorized shares of common stock to 100,000,000 and changing
our authorized shares of preferred stock to 5,000,000.
You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes appearing elsewhere in this prospectus.
As of June 30, 2003
Actual
Pro Forma
As Adjusted
(in thousands, except share data)
Cash and cash equivalents
$
29,694
$
Long-term debt, including current portion
$
62,000
$
Stockholders’ equity:
Convertible preferred stock; $0.0001 par value; 52,200,000 shares authorized actual and no shares authorized pro forma as
adjusted; 18,750,000 shares issued and outstanding actual and no shares issued and outstanding pro forma as adjusted
3
—
Preferred stock; $0.0001 par value; no shares authorized, issued or outstanding actual; 5,000,000 shares authorized and no shares
issued or outstanding pro forma as adjusted
—
—
Common stock; $0.0001 par value; 62,200,000 shares authorized actual; 100,000,000 shares authorized pro forma as adjusted;
4,778,980 shares issued and outstanding actual and shares issued and outstanding pro forma as adjusted
1
Additional paid-in capital
101,748
Deferred stock-based compensation
(851
)
(851
)
Retained earnings
23,076
23,076
Total stockholders’ equity
123,977
Total capitalization
$
185,977
$
The actual and pro
forma as adjusted information set forth in the table excludes:
•
1,039,192 shares of our common stock issuable upon exercise of options outstanding under our 2001 Stock Plan as of June 30, 2003 at a weighted average exercise price of $4.86 per
share; and
•
2,000,000 additional shares to be available for future issuances under our 2003 Stock Incentive Plan to be adopted in connection with this offering, including 181,828 additional
shares of our common stock reserved for grant as of June 30, 2003 under our 2001 Stock Plan.
From July 1, 2003 through August 22, 2003, we granted options to purchase 92,181 shares of our common stock at an exercise price of $5.00 per share.
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