date of this prospectus. We may issue, from
time to time in one or more series, the terms of which may be
determined at the time of issuance by our board of directors,
without further action by our stockholders, shares of preferred
stock and such shares may include voting rights, preferences as to
dividends and liquidation, conversion rights, redemption rights and
sinking fund provisions. The shares of each series of preferred
stock shall have preferences, limitations and relative rights,
including voting rights, identical with those of other shares of
the same series and, except to the extent provided in the
description of such series, of those of other series of preferred
stock.
The issuance of any preferred
stock could adversely affect the rights of the holders of common
stock and, therefore, reduce the value of the common stock. The
ability of our board of directors to issue preferred stock could
discourage, delay or prevent a takeover or change in
control.
The description of the terms of
a particular series of preferred stock in the applicable prospectus
supplement will not be complete. You should refer to the applicable
certificate of designation for complete information regarding a
series of preferred stock. The prospectus supplement will also
contain a description of U.S. federal income tax consequences
relating to the preferred stock, if material.
The terms of any particular
series of preferred stock will be described in the prospectus
supplement relating to that particular series of preferred stock,
including, where applicable:
•
the series designation, stated
value and liquidation preference of such preferred stock and the
number of shares offered;
•
the offering
price;
•
the dividend rate or rates (or
method of calculation), the date or dates from which dividends
shall accrue, and whether such dividends shall be cumulative or
noncumulative and, if cumulative, the dates from which dividends
shall commence to cumulate;
•
any redemption or sinking fund
provisions;
•
the amount that shares of such
series shall be entitled to receive in the event of our
liquidation, dissolution or winding-up;
•
the terms and conditions, if
any, on which shares of such series shall be convertible or
exchangeable for shares of our stock of any other class or classes,
or other series of the same class;
•
the voting rights, if any, of
shares of such series in addition to those set forth under the
caption entitled, “Voting Rights” below;
•
the status as to reissuance or
sale of shares of such series redeemed, purchased or otherwise
reacquired, or surrendered to us on conversion or
exchange;
•
the conditions and
restrictions, if any, on the payment of dividends or on the making
of other distributions on, or the purchase, redemption or other
acquisition by us, of our common stock or of any other class of our
stock ranking junior to the shares of such series as to dividends
or upon liquidation (including, but not limited to, at such times
as there are arrearages in the payment of dividends or sinking fund
installments);
•
the conditions and
restrictions, if any, on the creation of Company indebtedness, or
on the issue of any additional stock ranking on a parity with or
prior to the shares of such series as to dividends or upon
liquidation; and
•
any additional dividend,
liquidation, redemption, sinking or retirement fund and other
rights, preferences, privileges, limitations and restrictions of
such preferred stock.
If we issue shares of preferred
stock under this prospectus and any related prospectus supplement,
the shares will be fully paid and non-assessable and will not have,
or be subject to, any preemptive or similar rights.
Voting Rights
The General Corporation Law of
Delaware provides that the holders of preferred stock will have the
right to vote separately as a class on any proposal involving
fundamental changes in the rights of holders of that preferred
stock. This right is in addition to any voting rights that may be
provided for in the applicable certificate of
designation.