such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
Item 4.Description of Securities.
Not applicable.
Item 5.Interests of Named Experts and Counsel.
Wilmer Cutler Pickering Hale & Dorr LLP has opined as to
the legality of the securities being offered by this registration
statement.
Item 6.Indemnification of Directors and
Officers.
Section 102 of the General Corporation Law of the State of
Delaware (the “DGCL”) permits a corporation to eliminate the
personal liability of directors of a corporation to the corporation
or its stockholders for monetary damages for a breach of fiduciary
duty as a director, except where the director breached his or her
duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation
of Delaware corporate law or obtained an improper personal benefit.
The registrant’s certificate of incorporation provides that no
director of the registrant shall be personally liable to it or its
stockholders for monetary damages for any breach of fiduciary duty
as a director, notwithstanding any provision of law imposing such
liability, except to the extent that the DGCL prohibits the
elimination or limitation of liability of directors for breaches of
fiduciary duty.
Section 145 of the DGCL provides that a corporation has the
power to indemnify a director, officer, employee, or agent of the
corporation and certain other persons serving at the request of the
corporation in related capacities against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by the person in connection with
an action, suit or proceeding to which he or she is or is
threatened to be made a party by reason of such position, if such
person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, and, in any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful, except
that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or other adjudicating court
determines that, despite the adjudication of liability but in view
of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
The registrant’s certificate of incorporation provides that it will
indemnify each person who was or is a party or threatened to be
made a party or is involved in to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the registrant) by reason of the fact that he or she is or
was, or has agreed to become, a director or officer, or is or was
serving, or has agreed to serve, at the registrant’s request as a
director, officer, partner, employee or trustee of, or in a similar
capacity with, another corporation, partnership, joint venture,
trust or other enterprise (all such persons being referred to as an
“Indemnitee”), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action,
suit or proceeding and any appeal therefrom, if such Indemnitee
acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the registrant’s best interests, and,
with respect to any criminal action or proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful.
The registrant’s certificate of incorporation also
provides that it will indemnify any Indemnitee who was or is a
party to an action or suit by or in the right of the registrant to
procure a judgment in the registrant’s favor by reason of the fact
that the Indemnitee is or was, or has agreed to become, a director
or officer, or is or was serving, or has agreed to serve, at the
registrant’s request as a director, officer, partner, employee or
trustee of, or in a similar capacity with, another corporation,
partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such
capacity, against all expenses (including attorneys’ fees) and, to
the extent permitted by law, amounts paid in settlement actually
and reasonably incurred in connection with such action, suit or
proceeding, and any appeal therefrom, if the Indemnitee acted in
good faith and in a manner he or she reasonably believed to be in,
or not
