- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
June 09 2010 - 9:04AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated June 9, 2010
Relating to Registration Statement on Form S-3 Registration No. 333-165785
FSI International, Inc.
Final Term Sheet
5,400,000 Shares
This free writing prospectus relates only to the securities described in, and should be read
together with, the preliminary prospectus supplement dated June 8, 2010 and accompanying prospectus
dated April 12, 2010 (collectively, the Prospectus) included in FSI International, Inc.s
Registration Statement on Form S-3 (Registration No. 333-165785) relating to these securities. The
following information supplements and updates the information contained in the Prospectus.
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Issuer:
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FSI International, Inc.
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Symbol:
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FSII
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Shares offered by the Issuer:
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5,400,000 shares of our common stock.
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Over-allotment option:
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We have granted the underwriters an
option for a period of 30 days to
purchase up to an additional 810,000
shares of our common stock to cover
over-allotments at the public
offering price set forth below.
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Shares of common stock outstanding
after the offering:*
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37,643,092 shares
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Price to the public:
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$3.05 per share
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Underwriting discount and commissions:
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$0.183 per share
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Net proceeds to the Issuer (after
underwriting discounts and
commissions and offering expenses):*
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$15.3 million
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Dilution:*
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The net tangible book value of our
common stock as of February 27, 2010
was $52,352,000 or $1.63 per share.
Net tangible book value per share
represents the amount of our total
tangible assets less total
liabilities, divided by the number
of shares of common stock
outstanding. After giving effect to
our issuance and sale of 5,400,000
shares of common stock in this
offering at an offering price of
$3.05 per share and after deducting
estimated underwriting discounts and
commissions and offering expenses,
our pro forma net tangible book
value as of February 27, 2010 would
have been $67,646,000, or $1.81 per
share. This represents an immediate
increase in pro forma net tangible
book value of $0.18 per share to
existing shareholders and an
immediate dilution of $1.24 per
share to new investors purchasing
shares of common stock in the
offering.
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Capitalization:*
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The following table sets forth our
consolidated capitalization as of
February 27, 2010 on an actual basis
and on as adjusted basis to give
effect to our sale of 5,400,000
shares of common stock at an
offering price of $3.05 per share,
after deducting estimated
underwriting discounts and
commissions and estimated offering
expenses:
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As of February 27, 2010
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Actual
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As Adjusted
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(In thousands, except share data) (Unaudited)
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Cash and cash equivalents
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$
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9,790
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$
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25,084
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Long-term debt
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$
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$
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Stockholders equity:
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Preferred stock, no par value; 9,700,000 shares authorized;
none issued and outstanding
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Series A Junior Participating Preferred Stock, no par
value; 300,000 shares authorized; none issued and
outstanding
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Common stock, no par value; 50,000,000 shares authorized;
issued and outstanding, 32,071,000; issued and outstanding,
37,471,000, on an as adjusted basis
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$
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226,756
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$
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242,050
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Accumulated deficit
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(177,036
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(177,036
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Accumulated other comprehensive loss
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(1,282
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(1,282
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Other stockholders equity
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3,914
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3,914
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Total stockholders equity
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52,352
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67,646
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Total capitalization
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$
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52,352
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$
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67,646
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Trade date:
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June 9, 2010
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Closing date:
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June 14, 2010
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CUSIP:
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302633102
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Sole Book-Running Manager:
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Craig-Hallum Capital Group LLC
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Co-Manager
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Dougherty & Company LLC
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*
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Assumes no exercise by the underwriters of their over-allotment option to purchase an
additional 810,000 shares of our common stock.
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The issuer filed a registration statement (including the Prospectus) with the Securities and
Exchange Commission (the SEC) for the offering to which this communication relates. Before you
invest, you should read the Prospectus in that registration statement and other documents the
issuer has filed with the SEC for more complete information about the issuer and this offering. You
may obtain these documents for free by visiting EDGAR or the SEC website at www.sec.gov.
Alternatively, the Prospectus may be obtained from Craig-Hallum Capital Group LLC at 222 South
Ninth Street, Suite 350, Minneapolis, MN 55402, or by telephone
at (612) 334-6300.
ANY DISCLAIMER OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS
COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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