32. YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION IN THE NET TANGIBLE
BOOK VALUE OF THE SHARES YOU PURCHASE IN THIS OFFERING.
If you purchase shares of common stock in
this offering, you will experience immediate and substantial dilution of $ per
share, based on an assumed initial public offering price of $ per share. This
dilution arises because our earlier investors paid substantially less than the
public offering price when they purchased their shares of common stock. You will
experience additional dilution upon the exercise of outstanding stock options or
warrants to purchase our common stock. As of June 30, 2000, there were options
and warrants outstanding to purchase 7,277,040 shares of common stock with a
weighted average exercise price of $4.64 per share.
33. OUR CERTIFICATE OF INCORPORATION, BYLAWS AND DELAWARE LAW CONTAIN PROVISIONS
THAT COULD DISCOURAGE OR PREVENT A TAKEOVER, EVEN IF AN ACQUISITION WOULD BE
BENEFICIAL TO OUR STOCKHOLDERS.
Provisions of our certificate of
incorporation and bylaws, as well as provisions of Delaware law, could make it
more difficult for a third party to acquire us, even if doing so would be
beneficial to our stockholders. These provisions include: - establishing a
classified board of directors so that not all members of the board may be
elected at one time; - providing that directors may only be removed "for cause"
and only with the approval of 66 2/3% of our stockholders; - requiring
super-majority voting to amend some provisions in our certificate of
incorporation and bylaws; - authorizing the issuance of "blank check" preferred
stock that our board could issue to increase the number of outstanding shares
and to discourage a takeover attempt; - limiting the ability of our stockholders
to call special meetings of stockholders; - prohibiting stockholder action by
written consent, which requires all stockholder actions to be taken at a meeting
of our stockholders; - eliminating cumulative voting in the election of
directors; and - establishing advance notice requirements for nominations for
election to the board of directors or for proposing matters that can be acted
upon by stockholders at stockholder meetings. In addition, Section 203 of the
Delaware General Corporation Law and the terms of our stock option plans may
discourage, delay or prevent a change in control.
34. IF WE NEED ADDITIONAL FINANCING, WE MAY NOT BE ABLE TO RAISE FURTHER
FINANCING OR IT MAY ONLY BE AVAILABLE ON TERMS UNFAVORABLE TO US OR OUR
We believe that our available cash
resources, combined with the net proceeds from this offering, will be sufficient
to meet our anticipated working capital and capital expenditure requirements for
at least twelve months after the date of this prospectus. We might need to raise
additional funds, however, to respond to business contingencies, which could
include the need to: - fund more rapid expansion; - fund additional marketing
expenditures; - develop new products or enhance existing products; - enhance our
operating infrastructure; - hire additional personnel; - respond to competitive
pressures; or - acquire complementary businesses or technologies. If we raise
additional funds through the issuance of equity or convertible debt securities,
the percentage ownership of our stockholders would be reduced, and these newly
issued securities might have rights, preferences or privileges senior to those
of existing stockholders, including those acquiring shares in this offering.
Additional financing might not be available on terms favorable to us, or at all.
If adequate funds were not available or were not available on acceptable terms,
our ability to fund our operations, take advantage of unanticipated
opportunities, develop or enhance our products or otherwise respond to
competitive pressures would be significantly limited.
35. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We have made statements under
the captions "Prospectus Summary," "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business" and in
other sections of this prospectus that are forward-looking statements. In some
cases, you can identify these statements by forward-looking words such as "may,"
"might," "will," "should," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative or plural of
these words and other comparable terminology. These forward-looking statements,
which are subject to risks, uncertainties and assumptions about us, may include,
among other things, projections of our future financial performance, our
anticipated growth strategies and anticipated trends in our business and the
markets in which we operate. These statements are only predictions, based on our
current expectations and projections about future events. Because these
forward-looking statements involve risks and uncertainties, there are important
factors that could cause our actual results, levels of activity, performance or
achievements to differ materially from the results, levels of activity,
performance or achievements expressed or implied by the forward-looking
statements, including those factors discussed under the caption entitled "Risk
Factors." You should specifically consider the numerous risks outlined under
"Risks Factors." Although we believe the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of any of
these forward-looking statements.