Delaware
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94-3330068
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
Number)
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Title
of Securities
to
be Registered
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Amount to
be
Registered(1)
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Maximum
Offering
Price
Per
Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee
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||||||||||||
Common
Stock, $0.001 par value (Inducement Stock Option Grant to Bernie
Blegen)
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50,000
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$ | 28.49 | (2) | $ |
1,424,500
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$ |
44
|
||||||||
Common
Stock, $0.001 par value (Inducement Stock Option Grant to Katie
Ho)
|
60,000
|
$ | 28.49 | (2) | $ |
1,709,400
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$ |
53
|
||||||||
Common
Stock, $0.001 par value (Inducement Stock Option Grant to Mark J.
Rubash)
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270,000
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$ | 28.49 | (2) | $ |
7,692,300
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$ |
237
|
||||||||
Common
Stock, $0.001 par value (Inducement Restricted Stock Grant to Craig
Jorasch)
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96,385 | $ | 20.75 | (3) | $ |
1,999,988
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$ |
62
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||||||||
Common
Stock, $0.001 par value (Inducement Restricted Stock Grant to Tom
McGannon)
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96,385 | $ | 20.75 | (3) | $ |
1,999,988
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$ |
62
|
||||||||
Common
Stock, $0.001 par value (2006 Equity Incentive Plan)
|
1,146,003 | (4) | $ | 20.75 | (3) | $ |
23,779,562
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$ |
731
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|||||||
Total
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1,718,773 | $ | 22.46 | $ |
38,605,738
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$ |
1189
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement includes an indeterminate
number of additional shares which may be offered and issued to prevent
dilution from stock splits, stock dividends or similar transactions
as
provided in the above-referenced
plans.
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(2)
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Calculated
solely for purposes of this offering under Rule 457(h) of the Securities
Act of 1933, as amended. The price of $28.49 per share
represents the closing price per share of Common Stock, as reported
on the
Nasdaq Global Market on November 30,
2007.
|
(3)
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Calculated
solely for purposes of this offering under Rule 457(h) of the Securities
Act of 1933, as amended. The price of $20.75 per share
represents the closing price per share of Common Stock, as reported
on the
Nasdaq Global Market on January 4,
2008.
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(4)
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Represents
shares available for grant, but not yet granted as of the date of
this
Registration Statement, under the 2006 Equity Incentive Plan
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•
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for
any breach of the director’s duty of loyalty to the Registrant or its
stockholders,
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•
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for
acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law,
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•
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under
section 174 of the Delaware General Corporation Law regarding unlawful
dividends and stock purchases, or
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•
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for
any transaction from which the director derived an improper personal
benefit.
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•
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the
Registrant is required to indemnify its directors and officers to
the
fullest extent permitted by the Delaware General Corporation Law,
subject
to very limited exceptions,
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•
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the
Registrant may indemnify its other employees and agents as set forth
in
the Delaware General Corporation Law,
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•
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the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions, and | |
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•
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the
rights conferred in the bylaws are not
exclusive.
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Exhibit
Document
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Number
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Form
of Underwriting Agreement
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1.01
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Form
of Restated Certificate of Incorporation of the
Registrant
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3.03
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Form
of Amended and Restated Bylaws of the Registrant
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3.05
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Fifth
Amended and Restated Investors’ Rights Agreement dated
November 11, 2005
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4.02
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Form
of Indemnity Agreement
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10.01
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Signature
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Capacity
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Date
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/s/
Jeffrey T. Housenbold
Jeffrey
T. Housenbold
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President,
Chief Executive Officer and Director
(Principal
Executive Officer)
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January
4, 2008
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/s/ Mark J. Rubash
Mark
J. Rubash
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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January
4, 2008
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/s/
Philip A. Marineau
Philip
A. Marineau
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Chairman
of the Board of Directors
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January 4, 2008 |
/s/
Patricia A. House
Patricia
A. House
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Director | January 4, 2008 |
/s/
Eric J. Keller
Eric
J. Keller
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Director | January 4, 2008 |
Nancy
J. Schoendorf
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Director | January 4, 2008 |
/s/
James N. White
James
N. White
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Director | January 4, 2008 |
/s/ Stephen J. Killeen
Stephen
J. Killeen
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Director | January 4, 2008 |
4.1
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Form of Restated Certificate of Incorporation
of the
Registrant (Incorporated herein by reference to Exhibit 3.03 of Form
S-1)
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4.2
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Form of Amended and Restated Bylaws of the Registrant (Incorporated herein by reference to Exhibit 3.05 of Form S-1) |
4.3
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Form of Registrant's common stock certificate (Incorporated herein by reference to Exhibit 4.01 of Form S-1) |
4.4
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Fifth Amended and Restated Investors' Rights Agreement, dated
November 11, 2005 (Incorporated herein by reference to Exhibit 4.02
of
Form S-1)
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5.1
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Opinion of Morrison & Foerster LLP
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23.1
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Consent of Morrison & Foerster LLP (contained in Exhibit
5.1)
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23.2
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Consent of Independent Registered Public Accounting
Firm
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24.1
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Power of Attorney (see Signature
Page)
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