UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 9, 2006
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-26734
(Commission
File Number)
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77-0191793
(IRS Employer
Identification No.) |
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| 140 Caspian Court, Sunnyvale, California
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94089 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (408) 542-0500
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 9, 2006, the Registrant entered into an Underwriting Agreement with Morgan Stanley & Co.
Incorporated and Goldman, Sachs & Co. as representatives of the several underwriters with respect
to the sale of up to $1.15 billion aggregate principal amount of the Registrant’s 1.00% Convertible
Senior Notes due 2013 (the “Notes”). The Underwriting Agreement is attached hereto at Exhibit 1.1,
and is incorporated herein by reference.
On May 9 and May 10, 2006, the Registrant entered into hedge transactions with respect to the Notes
and the Registrant’s common stock (the “purchased call options”) with Morgan Stanley International
Limited, an affiliate of Morgan Stanley & Co. Incorporated, and Goldman, Sachs & Co. (together with
Morgan Stanley International Limited, the “dealers”). The Registrant will use a portion of the net
proceeds from the sale of the Notes to pay the net cost of the purchased call options. The
purchased call options will cover, subject to customary anti-dilution adjustments, up to 13,963,990
shares of the Registrant’s common stock. The purchased call options increase the effective
conversion price of the Notes from the Registrant’s perspective and are expected to reduce the
potential dilution upon conversion of the Notes if the market price of the Registrant’s common
stock is greater than $82.36 per share. If the market value per share of the Registrant’s common
stock at the time of any exercise under the purchased call options is above such strike price, the
purchased call options will entitle the Registrant to receive from the dealers net shares of the
Registrant’s common stock based on the excess of the then current market price of the Registrant’s
common stock over the strike price of the purchased call options.
Concurrently with entering into the purchased call options, the Registrant also entered into
warrant transactions whereby the Registrant sold to the dealers warrants to acquire, subject to
customary anti-dilution adjustments, 13,963,900 shares of the Registrant’s common stock at an
exercise price of $95.025 per share (the “sold warrants”). The sold warrants require the
Registrant to deliver to the dealers up to 13,963,900 shares of the Registrant’s common stock,
subject to adjustment. If the market value of the Registrant’s common stock at the maturity of the
sold warrants, if not otherwise exercised earlier by the dealers, exceeds the strike price of the
sold warrants, the dilution mitigation under the purchased call options will be capped, which means
that there would be dilution from conversion of the Notes to the extent that the then market value
per share of the Registrant’s common stock exceeds the strike price of the sold warrants at the
time of conversion.
The net effect of entering into the purchased call options and sold warrants will be to decrease
the Registrant’s total stockholders’ equity by approximately $77.4 million, the net cost to the
Registrant of the purchased call options and sold warrants.
The purchased call options and sold warrants are separate transactions entered into by the
Registrant with the dealers, are not part of the terms of the Notes and will not affect the
holders’ rights under the Notes. Holders of the Notes will not have any rights with respect to the
purchased call options or the sold warrants.
On May 15, 2006, in connection with the issuance of the Notes, the Registrant entered into an
Indenture with respect to the Notes with The Bank of New York, as trustee. The Indenture is
attached hereto as Exhibit 4.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Description of Document |
1.1
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Underwriting Agreement dated May 9,
2006 by and among the Registrant
and Morgan Stanley & Co.
Incorporated and Goldman, Sachs &
Co. |
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4.1
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Indenture (including form of Notes)
with respect to the Registrant’s
1.00% Convertible Senior Notes due
2013 dated as of May 15, 2006 by
and between the Registrant and The
Bank of New York |