all applicable provisions of the FSMA with
respect to anything done by it in relation to the shares in,
from or otherwise involving the United Kingdom.
The shares may not be offered or sold,
transferred or delivered, as part of their initial distribution
or at any time thereafter, directly or indirectly, to any
individual or legal entity in the Netherlands other than to
individuals or legal entities who or which trade or invest in
securities in the conduct of their profession or trade, which
includes banks, securities intermediaries, insurance companies,
pension funds, other institutional investors and commercial
enterprises which, as an ancillary activity, regularly trade or
invest in securities.
No syndicate member has offered or sold, or will
offer or sell, in Hong Kong, by means of any document, any
shares other than to persons whose ordinary business it is to
buy or sell shares or debentures, whether as principal or agent,
or under circumstances which do not constitute an offer to the
public within the meaning of the Companies Ordinance
(Cap. 32) of Hong Kong, nor has it issued or had in
its possession for the purpose of issue, nor will it issue or
have in its possession for the purpose of issue, any invitation
or advertisement relating to the shares in Hong Kong (except as
permitted by the securities laws of Hong Kong) other than with
respect to shares which are intended to be disposed of to
persons outside Hong Kong or to be disposed of only to persons
whose business involves the acquisition, disposal, or holding of
securities (whether as principal or as agent).
This prospectus has not been registered as a
prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus and any other document or material
in connection with the offer or sale, or invitation or
subscription or purchase, of the shares may not be circulated or
distributed, nor may the shares be offered, or sold, or be made
the subject of any invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other
than under circumstances in which such offer, sale or invitation
does not constitute an offer or sale, or invitation for
subscription or purchase, of the shares to the public in
Each underwriter has acknowledged and agreed that
the securities have not been registered under the Securities and
Exchange Law of Japan and are not being offered or sold and may
not be offered or sold, directly or indirectly, in Japan or to
or for the account of any resident of Japan, except
(i) pursuant to an exemption from the registration
requirements of the Securities and Exchange Law of Japan and
(ii) in compliance with any other applicable requirements
of Japanese law.
The underwriters have informed us that they do
not expect discretionary sales to
of the total number of shares offered.
We estimate that the total expenses of the
offering payable by us, excluding underwriting discounts and
commissions, will be approximately
We have agreed to indemnify the several
underwriters against some liabilities, including liabilities
under the Securities Act and to contribute to payments that the
underwriters may be required to make in respect thereof.
As of March 31, 2004, an affiliate of A.G.
Edwards & Sons, Inc. owned 1,376,276 shares of our preferred
stock, which will convert into 1,376,276 shares of our common
stock upon the closing of this offering, and warrants to
purchase 106,207 shares of our common stock which will be
automatically exercised upon the closing of this offering if not
previously exercised at exercise prices ranging from $2.17 to
$2.93 per share. In the ordinary course of their businesses, the
underwriters or their affiliates have performed and may in the
future perform various financial advisory, and investment
banking services for us from time to time, for which they have
received or will receive customary fees.