•
|
in
whole and not in part;
|
•
|
at
a price of $0.01 per warrant at any time after the warrants become
exercisable;
|
•
|
upon
not less than 30 days’ prior written notice of redemption to each warrant
holder; and
|
•
|
if,
and only if, the reported last sale price of the common stock equals or
exceeds $8.50 per share, for any 20 trading days within a 30 trading day
period ending on the third business day prior to the notice of redemption
to warrant holders.
|
PAGE
NO.
|
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3 | ||||
4
|
||||
5 | ||||
5 | ||||
5 | ||||
DETERMINATION OF OFFERING PRICE | 5 | |||
5 | ||||
7 | ||||
8 | ||||
8 | ||||
9 |
Shares
of common stock offered for resale:
|
4,968,703 shares,
of which 3,583,919 shares were held by, or issuable to, the Selling
Stockholders as of December 31, 2009
|
|
Warrants
to purchase shares of common stock offered for resale:
|
1,190,000 warrants,
each exercisable for 1 share of common stock, of which 390,000 warrants
were held by the Selling Stockholders as of December 31, 2009 (the
“Private Warrants”)
|
|
Securities
offered upon the exercise of warrants:
|
|
22,949,000
shares of common stock underlying warrants with an exercise price of $5.00
per share, of which 11,855,122 warrants were outstanding as of December
30, 2009. The warrants expire on March 3,
2011.
|
|
1,000,000
shares of common stock, underlying the unit purchase option warrants with
an exercise price of $6.00 per share.
|
|
Number
of shares of
common
stock outstanding
before
this offering:
|
|
12,898,291
shares1
|
Number
of shares of common stock to be outstanding after this
offering:
|
|
26,643,413
shares, assuming exercise of the unit purchase option and all of the
currently outstanding warrants including the Private Warrants.1
|
Warrant
Terms:
|
|
_
|
Exercisability:
|
|
Each
warrant is exercisable for one share of common stock.
|
Exercise
price:
|
|
$5.00
|
Exercise
period:
|
|
The
warrants are currently exercisable.
|
The
warrants will expire at 5:00 p.m., Washington, DC time, on March 3, 2011
or earlier upon redemption.
|
||
Redemption:
|
|
We
may redeem the outstanding warrants (including warrants held by our
Underwriters as a result of the exercise of the unit purchase option) and
the warrants issued to Selling Stockholders:
• in
whole and not in part;
• at
a price of $.01 per warrant at any time after the warrants become
exercisable;
• upon
a minimum of 30 days’ prior written notice of redemption;
and
• if,
and only if, the last sales price of our common stock equals or exceeds
$8.50 per share for any 20 trading days within a 30 trading day period
ending three business days before we send the notice
of redemption.
|
Number
of shares of
common
stock outstanding
before
this offering:
|
|
12,898,291
shares1
|
NYSE
Amex symbols:
|
|
|
Units:
|
|
IGC-U
|
Common Stock:
|
|
IGC
|
Warrants:
|
|
IGC-WS
|
Offering
proceeds:
|
|
Assuming
the exercise of the unit purchase option and all the warrants, including
the Private Warrants, we would receive gross proceeds of
$70,975,610. We intend to use the proceeds for working
capital, operating expenses and other general corporate purposes. If at
the time the warrants are exercised we have incurred indebtedness, we may
also use the proceeds to repay indebtedness. We will not
receive any proceeds from the resale of shares of common stock or warrants
by the Selling Stockholders.
|
1
|
Based
on 12,898,291 shares outstanding as of December 31, 2009. Excludes
11,855,122 shares of our common stock issuable upon the exercise of
IPO warrants outstanding as of December 31, 2009, 390,000 shares of
our common stock issuable upon the exercise of Private Warrants
outstanding as of December 31, 2009, 268,800 shares of our common
stock issuable upon the exercise of warrants issued in a registered direct
offering and outstanding as of December 31, 2009, 1,491,820 shares of our
common stock issuable upon the exercise of options issued under our stock
incentive plan and outstanding as of December 31, 2009, and 289,443
shares of common stock available for future issuance under our stock
incentive plan as of December 31,
2009.
|
Beneficial
Ownership of Selling Stockholders Before this Offering
|
Number
of
Securities
|
Beneficial
Ownership Upon Completion of this Offering (Assuming all Securities
Offered hereby are Sold)(1)
|
||||||||||||||||||
Number
of
|
Being
|
Number
of
|
||||||||||||||||||
Name
|
Shares
|
Percent
|
Offered
(1)
|
Shares
|
Percent
|
|||||||||||||||
Ranga
Krishna (2)
|
2,215,624
|
16.8
|
%
|
2,160,489
|
55,135
|
*
|
%
|
|||||||||||||
Ram
Mukunda (3)
|
1,449,914
|
10.6
|
%
|
618,182
|
831,732
|
6.1
|
%
|
|||||||||||||
John
Cherin (4)
|
37,915
|
*
|
24,999
|
12,916
|
*
|
|||||||||||||||
Patricia
Cherin(4)
|
167,749
|
*
|
167,749
|
0
|
*
|
|||||||||||||||
Sudhakar
Shenoy(5)
|
175,000
|
*
|
50,000
|
125,000
|
*
|
|||||||||||||||
Suhail
Nathani(6)
|
150,000
|
*
|
50,000
|
100,000
|
*
|
|||||||||||||||
Larry
Pressler
|
25,000
|
*
|
25,000
|
0
|
*
|
|||||||||||||||
P.G.
Kakodkar
|
12,500
|
*
|
12,500
|
0
|
*
|
|||||||||||||||
Shakti
Sinha
|
12,500
|
*
|
12,500
|
0
|
*
|
|||||||||||||||
Dr.
Prabuddha Ganguli
|
12,500
|
12,500
|
0
|
*
|
||||||||||||||||
Dr.
Anil K. Gupta
|
25,000
|
*
|
25,000
|
0
|
*
|
|||||||||||||||
Parveen
Mukunda
|
425,000
|
3.5
|
%
|
425,000
|
0
|
*
|
||||||||||||||
Arterio, Inc. |
5,189
|
*
|
5,189
|
0 | * | |||||||||||||||
Domanco Venture Capital Fund |
5,189
|
*
|
5,189
|
0 | * | |||||||||||||||
Anthony
Polak
|
7,783
|
*
|
7,783
|
0
|
*
|
|||||||||||||||
Anthony
Polak “S”
|
5,189
|
*
|
5,189
|
0
|
*
|
|||||||||||||||
Jamie
Polak
|
5,189
|
*
|
5,189
|
0
|
*
|
*
|
Represents
less than 1% of the outstanding shares of our common
stock.
|
|
(1)
|
Securities
being sold are shares of Common Stock except as set forth
herein. Ranga Krishna is selling 1,909,289 shares of our common
stock and warrants to purchase 290,000 shares of common stock and/or the
shares underlying such warrants. Ram Mukunda is selling 551,514
shares of our common stock and warrants to purchase 66,668 shares of
common stock and/or the shares underlying such
warrants. John Cherin is selling 8,333 shares of our
common stock and warrants to purchase 16,666 shares of common stock and/or
the shares underlying such warrants. Patricia Cherin is
selling 152,083 shares of our common stock and warrants to purchase 16,666
shares of common stock and/or the shares underlying such
warrants.
|
|
(2)
|
Includes warrants to
purchase 290,000 shares of common stock which are exercisable within sixty
(60) days of December 31, 2009, all of which are currently
exercisable. Includes warrants to
purchase 290,000 shares of common stock which are exercisable within sixty
(60) days of December 31, 2009, all of which are currently
exercisable. Includes 1,879,279 shares beneficially owned by
Wachovia Corporation, which has sole voting and dispositive control over
the shares. Dr. Krishna is entitled to 100% of the
economic benefits of the shares.
|
|
(3)
|
Includes (i)
245,175 shares of common stock directly owned by Mr. Mukunda, (ii) 425,000
shares of common stock owned by Mr. Mukunda’s wife Parveen Mukunda, (iii)
options to purchase 635,000 shares of common stock which are exercisable
within sixty (60) days of December 31, 2009, all of which are currently
exercisable and (iv) warrants to purchase 144,739 shares of common stock,
of which warrants to purchase 28,571 shares of common stock are owned by
Mr. Mukunda’s wife Parveen Mukunda and all of which are exercisable within
sixty (60) days of December 30, 2009, all of which are currently
exercisable. The securities remaining total for Ram Mukunda
assumes the sale of 425,000 shares of common stock beneficially owned by
him which are owned by his wife Parveen Mukunda who is selling the shares
pursuant to this prospectus.
|
|
(4)
|
Includes warrants to
purchase 16,666 shares of common stock which are exercisable within sixty
(60) days of December 31, 2009, all of which are currently
exercisable.
|
|
(5)
|
Includes
options to purchase 125,000 shares of common stock, which are both
exercisable within sixty (60) days of December 31, 2009 and currently
exercisable
|
|
(6)
|
Includes
options to purchase 100,000 shares of common stock, which are both
exercisable within sixty (60) days of December 31, 2009 and currently
exercisable.
|
•
|
Ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
•
|
Block
trades in which the broker dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
•
|
Purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
•
|
An
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
•
|
Privately
negotiated transactions;
|
|
•
|
Short
sales;
|
|
•
|
Broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares or warrants at a stipulated price per share or
warrant;
|
|
•
|
A
combination of any such methods of sale; and
|
|
•
|
Any
other method permitted pursuant to applicable
law.
|
●
|
Our
Annual Report on Form 10-K for the fiscal year ended March 31, 2009,
filed with the Securities and Exchange Commission on July 14,
2009
|
|
●
|
Our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed
with the Securities and Exchange Commission on August 12,
2009
|
|
●
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 17, 2009, as amended by our Current Report on Form
8-K/A filed with the Securities and Exchange Commission on September 17,
2009
|
|
●
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 8, 2009
|
|
●
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 13, 2009
|
|
●
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 21, 2009
|
|
●
|
Our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009,
filed with the Securities and Exchange Commission on November 12,
2009
|
|
●
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 13, 2009
|
|
● |
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 6, 2010.
|
|
●
|
The
description of our common stock contained in our Registration Statement on
Form 8-A filed with the Securities and Exchange Commission pursuant to
Section 12 of the Exchange Act on March 7,
2006.
|