================================================================================
Prospectus Supplement No. 2 | Filed Pursuant to Rule 424(b)(7) | |
(to Prospectus dated October 31, 2007) | Registration No. 333-147067 |
| replacing the information included therein regarding the selling security holders identified in the first column of the Revised Information Regarding Selling Security Holders table below with the information set forth in the Revised Information Regarding Selling Security Holders table below; and |
| adding the information in the Additional Selling Security Holders table below regarding certain selling security holders. | ||
Principal | ||||||||||||||||||||
Amount of | ||||||||||||||||||||
Debentures | Number of Shares of Common Stock | |||||||||||||||||||
Beneficially | Percentage of | Held After | ||||||||||||||||||
Owned and | Debentures | Completion | ||||||||||||||||||
Offered Hereby | Beneficially | Beneficially | Offered | the of | ||||||||||||||||
Name(1) | ($)(2) | Owned (%) | Owned(2)(3) | Hereby(2)(3) | Offering(2)(3) | |||||||||||||||
CQS Convertible and
Quantitative
Strategies Master
Fund Limited (4) |
17,500,000 | 5.38 | % | 653,471 | 653,471 | | ||||||||||||||
Radcliffe SPC, Ltd.
for and on behalf
of the Class A
Segregated
Portfolio (5) |
2,500,000 | * | 93,353 | 93,353 | |
Principal | ||||||||||||||||||||
Amount of | ||||||||||||||||||||
Debentures | Number of Shares of Common Stock | |||||||||||||||||||
Beneficially | Percentage of | Held After | ||||||||||||||||||
Owned and | Debentures | Completion | ||||||||||||||||||
Offered Hereby | Beneficially | Beneficially | Offered | the of | ||||||||||||||||
Name(1) | ($)(2) | Owned (%) | Owned(2)(3) | Hereby(2)(3) | Offering(2)(3) | |||||||||||||||
Absolute Strategies
Fund (c/o SSI
Investment Management
Inc.) (6) |
844,000 | * | 31,516 | 31,516 | | |||||||||||||||
Aristeia International
Limited (7) |
21,058,000 | 6.48 | % | 786,331 | 786,331 | | ||||||||||||||
Aristeia Partners
LP (7) |
442,000 | * | 16,505 | 16,505 | | |||||||||||||||
BP Amoco PLC Master
Trust (6) |
2,966,000 | * | 110,754 | 110,754 | | |||||||||||||||
Kellogg Capital Group
LLC (8) |
2,000,000 | * | 74,682 | 74,682 | | |||||||||||||||
United Technologies
Corporation Master
Retirement
Trust (6) |
1,033,000 | * | 38,573 | 38,573 | | |||||||||||||||
Viacom Inc. Pension
Plan Master
Trust (6) |
157,000 | * | 5,863 | 5,863 | |
* | Less than 1%. | |
| The selling security holder is a broker-dealer. | |
(1) | Information concerning other selling security holders will be set forth in supplements to this prospectus supplement from time to time, if required. |
2
(2) | Because a selling security holder may sell all or a portion of the Debentures and shares of common stock issuable upon conversion of the Debentures pursuant to this prospectus supplement, an estimate cannot be given as to the number or percentage of Debentures and shares of common stock that the selling security holder will hold upon termination of any sales. The information presented assumes that all of the selling security holders will fully convert the Debentures for cash and shares of common stock and that the selling security holders will sell all the shares of common stock that they received pursuant to such conversion. | |
(3) | Includes the shares of common stock issuable upon conversion of the Debentures. The number of shares of our common stock issuable upon conversion of the Debentures is calculated assuming that the conversion of the full amount of the Debentures held by such holder is effected at the maximum rate provided for upon conversion of the Debentures, which is 37.3412 shares of our common stock per $1,000 principal amount of Debentures, and that we have made an election to fully satisfy our obligation to settle conversions of Debentures in shares of our common stock. See Description of the Debentures Conversion Procedures Settlement Upon Conversion. This conversion rate is subject to adjustment as described under Description of the Debentures Conversion Procedures Conversion Rate Adjustments. Accordingly, the number of shares of our common stock to be sold may increase or decrease from time to time. We will not issue fractional shares of our common stock upon conversion of the Debentures. Instead, we will pay cash in lieu of fractional shares based on the closing sale price of our common stock on the final trading day of the conversion period. | |
(4) | Karla Bodden, Jane Fleming, Dennis Hunter, Alan Smith and Jonathan Crowther have voting and dispositive power with respect to the registrable securities owned by the selling security holder. | |
(5) | Pursuant to an investment management agreement, RG Capital Management, L.P. (RG Capital) serves as the investment manager of Radcliffe SPC, Ltd.s Class A Segregated Portfolio. RGC Management Company, LLC (Management) is the general partner of RG Capital. Steve Katznelson and Gerald Stahlecker serve as the managing members of Management. Each of RG Capital, Management and Messrs. Katznelson and Stahlecker disclaims beneficial ownership of the securities owned by Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio. | |
(6) | SSI Investment Management Inc. has the power to direct the voting and disposition of securities held by the selling security holder. Principal shareholders of SSI Investment Management consist of Mr. John Gottfurcht, Mr. George Douglas and Mrs. Amy Jo Gottfurcht. | |
(7) | Aristeia Partners LP has indicated that Aristeia Advisors LLC is its general partner. Aristeia International Limited has indicated that Aristeia Advisors LLC is its investment manager. Each of Aristeia Partners LP and Aristeia International Limited has indicated that Aristeia Advisors LLC is jointly owned by Kevin Toner, Robert H. Lynch, Jr., Anthony Frascella and William R. Techar. | |
(8) | Charles K. Kellogg and Nicholas Cappelleri are authorized and exercise sole and/or shared voting and dispositive power over the registrable securities owned by the selling security holder. |
3