Unassociated Document
Filed
Pursuant to Rule 424(b)(7)
Registration
No. 333-152100
PROSPECTUS
SUPPLEMENT
(To
Prospectus Dated July 11, 2008)
6,515,697
shares
of
Class A common stock
Offered
by
the
Selling Stockholders
This
is a
supplement to our prospectus dated July 11, 2008, relating to the resale from
time to time by certain selling stockholders of up to an aggregate of 6,515,697
shares of our Class A common stock held by them. This supplement is qualified
by
reference to the prospectus, except to the extent that the information in this
supplement supersedes that information.
Investing
in our common stock involves risk. You should review carefully the risks and
uncertainties described in the “Risk Factors” section beginning on page 2 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 supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The
date
of this prospectus supplement is November 12, 2008.
SELLING
STOCKHOLDERS
On
June
5, 2008 and June 13, 2008, we entered into separate securities purchase
agreements pursuant to which we sold an aggregate of 7,571,416 shares of our
Class A common stock, including 6,515,697 shares to the selling stockholders
listed below. We received aggregate gross proceeds of approximately $27,500,000
from the Private Placement. This prospectus covers, among other things, the
offer and sale by the selling stockholders listed below of up to an aggregate
of
6,515,697 shares. This amount is the total number of shares of Class A common
stock issued to these selling stockholders in the private placement pursuant
to
the securities purchase agreements.
We
have
registered these shares to permit the selling stockholders listed below and
their pledgees, donees, transferees or other successors-in-interest that may
receive their shares after the date of this prospectus to resell their shares
in
the manner contemplated under the section of the prospectus entitled “Plan of
Distribution.”
The
selling stockholders may sell some, all or none of their shares. We do not
know
how long the selling stockholders will hold the shares before selling them.
The
selling stockholders may enter into short sales in the ordinary course of their
business of investing and trading securities. We currently have no
agreements, arrangements or understandings with the selling stockholders
regarding the sale of any of the shares other than the securities purchase
agreement.
The
table
below lists the name of each selling stockholder, the number of shares they
own,
the number of shares that they may offer under this prospectus and the number
of
shares of our common stock they will own after this offering is completed,
assuming that all offered shares are sold. The number of shares in the column
“Number of Shares Being Offered” represents all of the shares that such selling
stockholders may offer under this prospectus. Except as otherwise disclosed
in
this prospectus supplement (or as disclosed in any document incorporated by
reference), none of the selling stockholders has, or within the past three
fiscal years has had, any position, office or other material relationship with
us.
Ownership
data is based upon information provided by each selling stockholder, as well
as
Schedule 13D/A and other public documents filed with the SEC up to, and
including, November 10, 2008. The percentages of shares owned prior to and
after
the offering are based on the 153,807,984 shares of our Class A common stock
outstanding as of November 10, 2008. Beneficial ownership is determined in
accordance with Rule 13d-3(d) promulgated by the SEC under the Securities
Exchange Act of 1934, as amended.
The
selling stockholders may have sold or transferred, in transactions exempt from
the registration requirements of the Securities Act of 1933, some or all of
their shares presented in the table since the date on which the information
was
gathered. Information about the selling stockholders may change over time.
|
|
Shares of Class A
Common Stock
Beneficially Owned
Prior to Offering
|
|
Number
of Shares
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|
Shares of
Class A Common Stock
Beneficially Owned
After Offering
|
|
|
|
|
|
|
|
Being
|
|
|
|
|
|
Stockholder
|
|
Number
|
|
Percent
|
|
Offered
|
|
Number
|
|
Percent
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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Aristeia
International Limited
|
|
|
857,466
|
|
|
*
|
|
|
857,466
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aristeia
Partners, L.P.
|
|
|
112,957
|
|
|
*
|
|
|
112,957
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global
Undervalued Securities Master Fund, L.P.
|
|
|
6,953,061
|
|
|
4.5
|
%
|
|
1,386,318
|
|
|
5,566,743
|
|
|
3.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Highland
Special Situations Fund
|
|
|
138,632
|
|
|
*
|
|
|
138,632
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Highland
Distressed Opportunities, Inc.
|
|
|
138,632
|
|
|
*
|
|
|
138,632
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Highland
Credit Strategies Fund
|
|
|
1,633,432
|
|
|
1.0
|
%
|
|
554,527
|
|
|
1,078,905
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Highland
Crusader Offshore Partners, L.P.
|
|
|
22,800,761
|
|
|
14.8
|
%
|
|
1,813,305
|
|
|
20,987,456
|
|
|
13.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Highland
Credit Strategies Master Fund, L.P.
|
|
|
756,930
|
|
|
*
|
|
|
756,930
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Highland
Credit Opportunities CDO, L.P.
|
|
|
3,399,616
|
|
|
2.2
|
%
|
|
756,930
|
|
|
2,642,686
|
|
|
1.7
|
%
|