Filed Pursuant to Rule 424(b)(3)
and Rule 424(b)(7)
Registration No. 333-139323
PROSPECTUS SUPPLEMENT NO. 3
(TO PROSPECTUS DATED DECEMBER 12, 2006)
$201,250,000
2.625% Convertible Senior Subordinated Notes Due 2026
This Prospectus Supplement No. 3 supplements and amends the Prospectus dated December 12, 2006, as supplemented by Prospectus Supplement No. 1 dated January 4, 2007 and Prospectus Supplement No. 2 dated January 17, 2007 (as supplemented to date, the Prospectus), relating to the resale from time to time by holders of our 2.625% Convertible Senior Subordinated Notes Due 2026 and shares of our common stock issuable upon the conversion of the notes. Such information has been obtained from the selling securityholders. This Prospectus Supplement should be read in conjunction with the Prospectus, which is to be delivered with this Prospectus Supplement.
The information appearing in the table below supplements and amends, as of the date hereof, the information in the table appearing under the heading Selling Securityholders in the Prospectus and, where the name of a Selling Securityholder identified in the table below also appears in the table in the Prospectus, the information set forth in the table below regarding such Selling Securityholder supersedes the information in the Prospectus:
Name of Selling Securityholder(1) |
|
Principal Amounts |
|
Percentage |
|
Number of Shares |
|
Percentage of |
|
|
Focused SICAV-Convert Global (EUR) |
|
$ |
7,925,000 |
|
3.9 |
% |
145,547 |
|
* |
|
GLG Market Neutral Fund(4) |
|
$ |
5,000,000 |
|
2.5 |
% |
91,828 |
|
* |
|
UBS (Lux) Bond SICAV-Convert Global USD B |
|
$ |
175,000 |
|
* |
|
3,214 |
|
* |
|
UBS (Lux) Institutional Fund - Convertible Bonds |
|
$ |
4,900,000 |
|
2.4 |
% |
89,991 |
|
* |
|
Wachovia Securities International LTD(5) |
|
$ |
5,000,000 |
|
2.5 |
% |
91,828 |
|
* |
|
*Less than 1%.
(1) Information about other holders of notes or future transferees will be set forth in prospectus supplements or post-effective amendments from time to time, if and when required.
(2) Assumes conversion of all of the holders notes at a conversion rate of approximately 18.3655 shares of our common stock for each $1,000 principal amount of notes. However, this conversion rate will be subject to adjustment as described under Description of Notes Conversion by Holders. As a result, the amount of common stock issuable upon conversion of notes may increase or decrease in the future.
(3) Calculated based on 16,389,003 shares of our common stock outstanding as of January 31, 2007. In calculating this amount for each holder, we treated as outstanding the number of shares of our common stock issuable upon conversion of all of that holders notes, but we did not assume conversion of any other holders notes.
(4) GLG Market Neutral Fund (the Fund) is a publicly owned company listed on the Irish Stock Exchange. GLG Partners LP, an English limited partnership, acts as the investment manager of the Fund and has voting and dispositive power over the securities held by the Fund. The general partner of GLG Partners LP is GLG Partners Limited, an English limited company. The shareholders of GLG Partners Limited are Noam Gottesman, Pierre Lagrange, Jonathan Green, Philippe Jabre and Lehman Brothers (Cayman) Limited, a subsidiary of Lehman Brothers Holdings, Inc., a publicly-held entity. The managing directors of GLG Partners Limited are Noam Gottesman, Pierre Lagrange and Emmanual Roman and, as a result, each has voting and dispositive power over the securities held by the Fund. GLG Partners LP, GLG Partners Limited, Noam Gottesman, Pierre Lagrange and Emmanual Roman disclaim beneficial ownership of the securities held by the Fund, except for their pecuniary interest therein.
(5) Wachovia Securities International LTD is a wholly-owned subsidiary of Wachovia Corporation, which shares voting and dispositive power for the securities held by Wachovia Securities International LTD.
This investment involves risks. See Risk Factors beginning on page 11 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is February 13, 2007.