UNDERWRITING
Morgan Stanley & Co LLC is acting as underwriter in this offering. We and the selling stockholders have entered into an underwriting
agreement with the underwriter. Subject to the terms and conditions of the underwriting agreement, the selling stockholders have agreed to sell to the underwriter and the underwriter has agreed to purchase 5,000,000 shares of common stock.
The underwriter is committed to purchase all the shares of common stock offered by the selling stockholders if it purchases any shares.
The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriter.
|
|
|
|
|
Per share
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|
$
|
.10
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Total
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|
$
|
500,000
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|
Shares sold by the underwriter to the public will initially be offered at the public offering price set forth
on the cover of this prospectus. After the initial offering of the shares, the underwriter may change the offering price and the other selling terms. The offering of the shares by the underwriter is subject to receipt and acceptance and subject to
the underwriters right to reject any order in whole or in part.
We estimate that the total expenses of this offering, including
registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $235,000. We have also agreed to reimburse the underwriter for certain expenses
in an amount up to $50,000.
The underwriter has agreed to reimburse us for certain expenses incurred by us in connection with this
offering.
We have agreed that we will not (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any
shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (b) enter into any swap
or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the
delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of the underwriter for a period of 30 days after the date of this prospectus, other than the shares of our common
stock to be sold hereunder and certain other exceptions.
The selling stockholders, the Apollo Funds, our directors and our executive
officers have entered into
lock-up
agreements with the underwriter prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 30
days after the date of this prospectus, may not, without the prior written consent of the underwriter, (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock
(including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities
which may be issued upon exercise of a stock option or warrant) or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common
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