Use of Proceeds The net proceeds to the Company from the sale of the 4,000,000 shares of Common
Stock offered by the Company hereby, after deducting estimated Offering
expenses payable by the Company and the underwriting discounts and commissions,
are estimated to be approximately $58.3 million. The principal purposes of the
Offering are to provide working capital to fund the Company's long-term growth
strategy, to facilitate future access by the Company to the public equity
markets, to enhance the Company's ability to use the Common Stock as a means of
attracting, retaining and motivating senior managers and professionals and to
provide liquidity to its stockholders. The Company intends to use the net
proceeds for working capital and general corporate purposes, including capital
expenditures, expansion of the Company's product development efforts,
additional advertising and expansion of the Company's international sales
efforts. In addition, the Company may use all or a portion of the net proceeds
from the Offering for possible acquisitions. The Company has no current
agreements or specific plans with respect to any acquisition, but will consider
acquisition opportunities as they arise. Company management will have broad
discretion with respect to the proceeds of this Offering. Pending such uses,
the Company intends to invest the net proceeds of this Offering in short-term,
interest-bearing, investment-grade securities. The Company will not receive any
of the proceeds from the sale of Common Stock by the Selling Stockholders. See
"Risk Factors--Unspecified Use of Proceeds," "--Risks Associated with
Acquisitions" and "Principal and Selling Stockholders."
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