|
Per
Exercised Share
|
Total
|
||||||
Public
offering price
|
$ | 1.12 | $ | 476,000.00 | ||||
Placement
agent fees
|
$ | 0.07 | $ | 28,560.00 | ||||
Proceeds,
before expenses, to us
|
$ | 1.05 | $ | 447,440.00 |
PROSPECTUS
SUPPLEMENT
|
PROSPECTUS
|
|||||
|
|
Page
|
|
Page
|
||
Prospectus
Supplement Summary
|
S-1
|
Table
of Contents
|
2
|
|||
Risk
Factors
|
S-4
|
About
This Prospectus
|
3
|
|||
Disclosure
Regarding Forward-Looking Statements
|
S-9
|
Prospectus
Summary
|
4
|
|||
Use
of Proceeds
|
S-9
|
Securities
We May Offer
|
4
|
|||
Dividend
Policy
|
S-9
|
Risk
Factors
|
6
|
|||
Capitalization
|
S-10
|
Disclosure
Regarding Forward-Looking Information
|
6
|
|||
Dilution
|
S-11
|
Use
of Proceeds
|
6
|
|||
Description
of Series G Warrants
|
S-12
|
Ratio
of Earnings to Fixed Charges
|
6
|
|||
Overview
of Financial Condition, Liquidity and Capital
Resources
|
S-13
|
Securities
We May Offer
|
7
|
|||
Plan
of Distribution
|
S-13
|
Description
of Common Stock and Preferred Stock
|
7
|
|||
Legal
Matters
|
S-14
|
Description of Debt Securities |
10
|
|||
Where
You Can Find Additional Information
|
S-14
|
Description
of Warrants
|
18
|
|||
Description
of Units
|
20
|
|||||
Plan
of Distribution
|
20
|
|||||
Where
You Can Find Additional Information
|
23
|
|||||
Information
Incorporated by Reference
|
23
|
|||||
Experts
|
25
|
|||||
Legal
Matters
|
25
|
PROSPECTUS
SUPPLEMENT SUMMARY
The
items in the following summary are described in more detail in this
prospectus supplement, the accompanying prospectus and in the documents
incorporated or deemed incorporated by reference herein or
therein. This summary provides an overview of selected
information and does not contain all of the information that you should
consider before investing in the warrants and the underlying shares of
common stocks subject to this offering. Therefore, you should
also read this entire prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein or
therein. All references to “Akeena Solar,” “the Company,” “we,”
“us,” “our,” and similar terms refer to Akeena Solar, Inc. and its
subsidiaries on a consolidated basis.
Overview
We
are a leading designer and integrator of solar power systems. We market,
sell, design and install systems for residential and commercial customers,
sourcing components (such as solar modules and inverters) from
manufacturers such as Suntech, Kyocera, SMA and Fronius. We currently
service customers in California, Colorado, Connecticut, Hawaii, New
Jersey, New York, and Pennsylvania. According to data compiled
by the California Energy Commission and the New Jersey Clean Energy
Program, over the past three years Akeena Solar has been one of the
largest national integrators of residential and small commercial solar
power systems in the United States. To date, we have installed
approximately 3,000 solar power systems. Since the commencement
of our operations in 2001, our sales have steadily grown, reaching
approximately $7.2 million in 2005, $13.4 million in 2006,
$32.2 million in 2007 and $40.8 million in
2008.
We
provide marketing, sales, design, construction, installation, maintenance,
support and related solar power system services to residential and small
commercial customers in the United States in locations in which the
economics are favorable to solar power. We provide our customers with a
single point of contact for their system design, engineering work,
building permit, rebate approval, utility hookup and subsequent
maintenance. We use our own crews or contractors, and perform engineering
and design work with in-house staff and outside engineering
firms.
We
concentrate on the design and installation of grid-tied solar power
systems. These systems are electrically connected to the utility grid so
that excess energy produced during the day flows backwards through the
utility’s electric meter, actually running the electric meter backwards.
The meter will run backwards when the power produced by the solar system
is greater than the power needs of the building. During the evenings or on
cloudy days, energy is drawn from the grid normally and the meter runs
forwards. Most utilities serving the areas in which we install systems
allow for “net metering.” Customers on net metering only pay for the net
amount of energy they consume during the year, essentially getting full
retail credit for the energy they transmit back onto the utility grid
during the day. We typically do not install off-grid systems (systems in
which there is no utility service, such as a remote cabin), nor do we
typically install battery backup systems or solar thermal
systems.
Based
on our experience as a solar power designer and integrator over the past
seven years, we have identified certain areas in which installation costs
can be significantly reduced. Our Andalay product line is a
“plug and play” solar panel technology that significantly reduces the
installation time, parts and costs, and provides superior reliability
and aesthetics for customers, when compared to other solar panel mounting
products and technology. Andalay offers the following features:
(i) mounts closer to the roof with less space in between panels; (ii) no
unsightly racks underneath or beside panels; (iii) built-in wiring
connections; (iv) 70% fewer roof-assembled parts and 50% less labor
required; (v) 25% fewer roof attachment points; and (vi) complete
compliance with the National Electric Code and UL wiring and grounding
requirements. We have applied for U.S. and international patents for
Andalay. Installation costs for a solar power system are
generally proportional to the area of panels installed. Thin
film and amorphous solar cell technologies, although less expensive on a
cost per watt basis, are generally less efficient (producing fewer watts
per square foot) and more expensive to install. Therefore, we
believe that Andalay becomes even more useful for the new generation of
less expensive but lower efficiency solar panels. Andalay solar
panel technology is generally applicable to all framed rooftop solar cell
technologies, including silicon, amorphous silicon, thin film and
concentrators.
|
Securities
offered by us:
|
||
·
Series G
Warrants to purchase common stock
|
1,275,000
Warrant Shares
|
|
Common
stock to be outstanding after this offering
|
32,037,799
Shares
|
|
Use
of proceeds
|
As
a condition to receiving the additional Series G Warrants offered
hereby, investors must partially exercise the previously issued Series G
Warrants, with respect to at least 425,000 shares of our common stock at
an exercise price of $1.12, for total gross proceeds to us of
$476,000. We intend to use the net proceeds for general
corporate purposes. General corporate purposes may include
capital expenditures, future acquisitions, working capital and repayment
of other debt.
|
|
|
||
Series G
Warrant
|
The
Series G Warrants will be exercisable immediately after the date of
issuance, through and until August 10, 2009, at an exercise price of $1.12
per share of common stock.
If,
during the period commencing on June 3, 2009 and ending on August 10,
2009, the VWAP per share of our common stock for each of at least 4 out of
5 consecutive trading days during such five day period (the “Measurement
Period”) exceeds $1.30, and the daily volume for each trading day during
the Measurement Period of our common stock exceeds $175,000, then we can
call for the mandatory exercise of these warrants, but not in an amount
exceeding up to one-third of the original number of warrant shares
issuable under such Series G Warrant for any single mandatory
exercise.
|
|
NASDAQ
Capital Market symbol
|
AKNS
|
|
|
||
Risk
factors
|
See
“Risk Factors” and other information included or incorporated into this
prospectus supplement and the accompanying prospectus for a discussion of
the factors you should carefully consider before deciding to invest in our
securities.
|
·
|
2,050,597
shares of common stock issuable upon exercise of outstanding stock options
at a weighted average exercise price of $3.84 per share, under our stock
plans;
|
|
|
||
·
|
7,181,406
additional shares of common stock reserved for issuance under various
outstanding warrant agreements, at a weighted average exercise price of
$2.35; and
|
|
·
|
1,344,319
additional shares of common stock reserved for future issuance under our
2006 Incentive Stock Plan and 4,000,000 shares of common stock reserved
for future issuance under our 2001 Stock Option
Plan.
|
·
|
Failure
of the expansion efforts to achieve expected
results;
|
·
|
Diversion
of management’s attention and resources to expansion efforts;
and
|
·
|
Risks
associated with unanticipated events, liabilities or
contingencies.
|
·
|
the
ability of our competitors to hire, retain and motivate qualified
technical personnel;
|
·
|
the
ownership by competitors of proprietary tools to customize systems to the
needs of a particular customer;
|
·
|
the
price at which others offer comparable services and
equipment;
|
·
|
the
extent of our competitors’ responsiveness to client needs;
and
|
·
|
installation
technology.
|
·
|
election
of our directors;
|
·
|
the
amendment of our Certificate of Incorporation or
By-laws;
|
·
|
the
merger of our company or the sale of our assets or other corporate
transaction; and
|
·
|
controlling
the outcome of any other matter submitted to the stockholders for
vote.
|
·
|
our
perceived prospects;
|
·
|
variations
in our operating results and whether we have achieved key business
targets;
|
·
|
changes
in, or our failure to meet, revenue
estimates;
|
·
|
changes
in securities analysts’ buy/sell
recommendations;
|
·
|
differences
between our reported results and those expected by investors and
securities analysts;
|
·
|
announcements
of new contracts by us or our
competitors;
|
·
|
reaction
to any acquisitions, joint ventures or strategic investments announced by
us or our competitors; and
|
·
|
general
economic, political or stock market
conditions.
|
As of December 31, 2008
|
||||||||
|
Actual (1)
|
As Adjusted
|
||||||
|
(unaudited)
|
|||||||
Cash and cash
equivalents
|
$
|
148,230
|
$
|
1,201,156
|
||||
Restricted
cash
|
17,500,000
|
—
|
||||||
Total cash
position
|
$
|
17,648,230
|
$
|
1,201,156
|
||||
Long term debt, including current
portion and & including warrant liability
|
$
|
19,545,526
|
$
|
2,908,245
|
||||
Stockholders’
equity:
|
||||||||
Preferred stock, $0.001 par value;
1,000,000 shares authorized; none issued
|
$
|
—
|
$
|
-
|
||||
Common stock, $0.001 par value,
50,000,000 shares authorized; 28,460,837 shares issued and outstanding,
actual; 31,211,418 shares issued and outstanding, as
adjusted
|
28,460
|
31,211
|
||||||
Additional paid-in
capital
|
52,821,104
|
53,008,560
|
||||||
Accumulated
deficit
|
(36,975,231
|
)
|
(36,975,231
|
)
|
||||
Total
capitalization
|
$
|
35,419,859
|
$
|
18,972,785
|
(1) As
derived from our audited financial statements as of December 31,
2008.
|
·
|
1,366,931
shares of common stock issuable upon exercise of stock options outstanding
under our stock option plans, at a weighted average exercise price of
$5.14 per share;
|
·
|
3,645,588
additional shares of common stock reserved for issuance under various
outstanding warrant agreements, at a weighted average exercise price of
$3.46;
|
·
|
1,974,210
additional shares of common stock reserved for future issuance under our
2006 Incentive Stock Plan and 4,000,000 shares of common stock reserved
for future issuance under our 2001 Stock Option Plan;
and
|
·
|
879,581
unvested shares of restricted stock granted under our 2006 Incentive Stock
Plan.
|
Assumed public offering price per
share
|
$
|
1.12
|
||||||
Net tangible book value per share
as of December 31, 2008
|
$
|
0.54
|
||||||
Increase in net tangible book
value per share attributable to this offering
|
$
|
(0.02
|
)
|
|||||
Adjusted net tangible book value
per share as of December 31, 2008 after giving effect to this
offering
|
$
|
0.52
|
||||||
Dilution in net tangible book
value per share to new investors
|
$
|
0.60
|
·
|
1,366,931
shares of common stock issuable upon exercise of stock options outstanding
under our stock option plans, at a weighted average exercise price of
$5.14 per share;
|
·
|
3,645,588
additional shares of common stock reserved for issuance under various
outstanding warrant agreements, at a weighted average exercise price of
$3.46;
|
·
|
1,974,210
additional shares of common stock reserved for future issuance under our
2006 Incentive Stock Plan and 4,000,000 shares of common stock reserved
for future issuance under our 2001 Stock Option Plan;
and
|
·
|
879,581
unvested shares of restricted stock granted under our 2006 Incentive Stock
Plan.
|
Per
Share
|
Total
|
|||||||
Placement
agent fees
|
$ | 0.07 | $ | 28,560.00 |
PROSPECTUS
|
$30,000,000
|
Page
|
||||
ABOUT
THIS PROSPECTUS
|
3 | |||
PROSPECTUS
SUMMARY
|
4 | |||
SECURITIES
WE MAY OFFER
|
4 | |||
RISK
FACTORS
|
6 | |||
DISCLOSURE
REGARDING FORWARD-LOOKING INFORMATION
|
6 | |||
USE
OF PROCEEDS
|
6 | |||
RATIO
OF EARNINGS TO FIXED CHARGES
|
6 | |||
SECURITIES
WE MAY OFFER
|
7 | |||
DESCRIPTION
OF COMMON STOCK AND PREFERRED STOCK
|
7 | |||
DESCRIPTION
OF DEBT SECURITIES
|
10 | |||
DESCRIPTION
OF WARRANTS
|
18 | |||
DESCRIPTION
OF UNITS
|
20 | |||
PLAN
OF DISTRIBUTION
|
20 | |||
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
|
23 | |||
INFORMATION
INCORPORATED BY REFERENCE
|
23 | |||
EXPERTS
|
25 | |||
LEGAL
MATTERS
|
25 |
Year Ended
December 31,
|
||||||||||||||||||||||||
Nine months ended September 30,
2008
|
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||||||||||
Earnings available to cover fixed
charges
|
$ | (14,739,788 | ) | $ | (10,757,960 | ) | $ | (1,712,693 | ) | $ | 42,041 | $ | 180,047 | $ | 27,795 | |||||||||
Fixed charges(1)
|
$ | 430,410 | $ | 288,819 | $ | 96,548 | $ | 40,189 | $ | 24,036 | $ | 18,021 | ||||||||||||
Ratio of earnings to fixed
charges
|
(2)
|
(2)
|
(2)
|
1.0 | 7.5 | 1.5 | ||||||||||||||||||
(1)
|
Consists
of interest expense on all indebtedness (including amortization of
deferred financing costs) and the portion of operating lease rental
expense that is representative of the interest
factor.
|
(2)
|
Not
meaningful.
|
·
|
the
designation of the series, which may be by distinguishing number, letter
or title;
|
·
|
the
number of shares of the series, which number the board of directors may
thereafter (except where otherwise provided in the preferred stock
designation) increase or decrease (but not below the number of shares
thereof then outstanding);
|
·
|
the
price at which the preferred stock will be
issued;
|
·
|
the
dividend rate, the dates on which the dividends will be payable, if any,
whether dividends shall be cumulative or noncumulative and other terms
relating to the payment of dividends on the preferred
stock;
|
·
|
the
redemption rights and price or prices, if any, for shares of the
series;
|
·
|
whether
the preferred stock is redeemable or subject to a sinking fund, and the
terms and amount of such sinking fund provided for the purchase or
redemption of shares of the series;
|
·
|
the
amounts payable on shares of the series, and the special or relative
rights of such shares, in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of our
company;
|
·
|
whether
the shares of the series shall be convertible into shares of any other
class or series, or any other security, of our company or any other
corporation, and, if so, the specification of such other class or series
or such other security, the conversion price or prices or rate or rates,
any adjustments thereof, the date or dates as of which such shares shall
be convertible and all other terms and conditions upon which such
conversion may be made;
|
·
|
any
listing of the preferred stock on any securities
exchange;
|
·
|
the
relative ranking and preferences of the preferred stock as to dividend
rights and rights upon liquidation and dissolution or winding
up;
|
·
|
restrictions
on the issuance of shares of the same series or of any other class or
series;
|
·
|
the
voting rights, if any, of the holders of shares of the series, provided
that no share of preferred stock of any series will be entitled to more
than one vote per share of preferred stock;
and
|
·
|
any
additional rights, preferences, qualifications, limitations and
restrictions of the preferred
stock.
|
·
|
prior
to that date, the board of directors of the corporation approved either
the business combination or the transaction that resulted in the
stockholder becoming an interested
stockholder;
|
·
|
upon
consummation of the transaction that resulted in the stockholder becoming
an interested stockholder, the interested stockholder owned at least 85%
of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares of voting stock outstanding (but not the voting stock owned by the
interested stockholder) those shares owned by persons who are directors
and officers and by excluding employee stock plans in which employee
participants do not have the right to determine whether shares held
subject to the plan will be tendered in a tender or exchange offer;
or
|
·
|
on
or subsequent to that date, the business combination is approved by the
board of directors of the corporation and authorized at an annual or
special meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66-2⁄3% of the outstanding voting stock that
is not owned by the interested
stockholder.
|
·
|
any
merger or consolidation involving the corporation and the interested
stockholder;
|
·
|
any
sale, transfer, pledge or other disposition of 10% or more of the assets
of the corporation involving the interested
stockholder;
|
·
|
subject
to certain exceptions, any transaction that results in the issuance or
transfer by the corporation of any stock of the corporation to the
interested stockholder;
|
·
|
any
transaction involving the corporation that has the effect of increasing
the proportionate share of the stock of any class or series of the
corporation beneficially owned by the interested stockholder;
or
|
·
|
the
receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation.
|
·
|
the
title and denominations of the debt securities of the
series;
|
·
|
any
limit on the aggregate principal amount of the debt securities of the
series;
|
·
|
the
date or dates on which the principal and premium, if any, with respect to
the debt securities of the series are payable or the method of
determination thereof;
|
·
|
the
rate or rates, which may be fixed or variable, at which the debt
securities of the series shall bear interest, if any, or the method of
calculating and/or resetting such rate or rates of
interest;
|
·
|
the
dates from which such interest shall accrue or the method by which such
dates shall be determined and the basis upon which interest shall be
calculated;
|
·
|
the
interest payment dates for the series of debt securities or the method by
which such dates will be determined, the terms of any deferral of interest
and any right of ours to extend the interest payments
periods;
|
·
|
the
place or places where the principal and interest on the series of debt
securities will be payable;
|
·
|
the
terms and conditions upon which debt securities of the series may be
redeemed, in whole or in part, at our option or
otherwise;
|
·
|
our
obligation, if any, to redeem, purchase, or repay debt securities of the
series pursuant to any sinking fund or other specified event or at the
option of the holders and the terms of any such redemption, purchase, or
repayment;
|
·
|
the
terms, if any, upon which the debt securities of the series may be
convertible into or exchanged for other securities, including, among other
things, the initial conversion or exchange price or rate and the
conversion or exchange period;
|
·
|
if
the amount of principal, premium, if any, or interest with respect to the
debt securities of the series may be determined with reference to an index
or formula, the manner in which such amounts will be
determined;
|
·
|
if
any payments on the debt securities of the series are to be made in a
currency or currencies (or by reference to an index or formula) other than
that in which such securities are denominated or designated to be payable,
the currency or currencies (or index or formula) in which such payments
are to be made and the terms and conditions of such
payments;
|
·
|
any
changes or additions to the provisions of the indenture dealing with
defeasance, including any additional covenants that may be subject to our
covenant defeasance option;
|
·
|
the
currency or currencies in which payment of the principal and premium, if
any, and interest with respect to debt securities of the series will be
payable, or in which the debt securities of the series shall be
denominated, and the particular provisions applicable thereto in
accordance with the indenture;
|
·
|
the
portion of the principal amount of debt securities of the series which
will be payable upon declaration of acceleration or provable in bankruptcy
or the method by which such portion or amount shall be
determined;
|
·
|
whether
the debt securities of the series will be secured or guaranteed and, if
so, on what terms;
|
·
|
any
addition to or change in the events of default with respect to the debt
securities of the series;
|
·
|
the
identity of any trustees, authenticating or paying agents, transfer agents
or registrars;
|
·
|
the
applicability of, and any addition to or change in, the covenants
currently set forth in the
indenture;
|
·
|
the
subordination, if any, of the debt securities of the series and terms of
the subordination;
|
·
|
any
other terms of the debt securities of the series;
and
|
·
|
whether
securities of the series shall be issuable as registered securities or
bearer securities (with or without interest coupons), and any restrictions
applicable to the offering, sale or delivery of such bearer securities and
the terms upon which such bearer securities of a series may be exchanged
for registered securities, and vice
versa.
|
·
|
any
discounted debt securities; and
|
·
|
any
debt securities issued at par which are treated as having been issued at a
discount for United States federal income tax
purposes.
|
·
|
by
the depositary for the registered global security to a nominee of the
depositary;
|
·
|
by
a nominee of the depositary to the depositary or another nominee of the
depositary; and
|
·
|
by
the depositary or any nominee to a successor of the depositary or a
nominee of the successor.
|
·
|
may
not have the debt securities represented by a registered global security
registered in their names;
|
·
|
will
not receive or be entitled to receive physical delivery of debt securities
represented by a registered global security in definitive form;
and
|
·
|
will
not be considered the owners or holders of debt securities represented by
a registered global security under the
indenture.
|
·
|
any
aspect of the records relating to, or payments made on account of,
beneficial ownership interests in such registered global
security;
|
·
|
maintaining,
supervising, or reviewing any records relating to beneficial ownership
interests;
|
·
|
the
payments to beneficial owners of the global security of amounts paid to
the depositary or its nominee; or
|
·
|
any
other matter relating to the actions and practices of the depositary, its
nominee or any of its participants.
|
·
|
the
depositary for any debt securities represented by a registered global
security is at any time unwilling or unable to continue as depositary or
ceases to be a clearing agency registered under the Exchange Act;
and
|
·
|
we
do not appoint a successor depositary within 90
days.
|
·
|
failure
to pay when due any interest on any debt security of that series that
continues for 30 days;
|
·
|
failure
to pay when due the principal of, or premium, if any, on, any debt
security of that series;
|
·
|
default
in the payment of any sinking fund installment with respect to any debt
security of that series when due and
payable;
|
·
|
failure
to perform any other covenant or agreement of ours under the indenture or
the supplemental indenture with respect to that series or the debt
securities of that series, continued for 90 days after written notice to
us by the trustee or holders of at least 25% in aggregate principal amount
of the outstanding debt securities of the series to which the covenant or
agreement relates;
|
·
|
certain
events of bankruptcy, insolvency or similar proceedings affecting us and
our subsidiaries; and
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any
other event of default specified in any supplemental indenture under which
such series of debt securities is
issued.
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secure
any series of debt securities;
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add
any additional Events of Default;
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to
evidence for the succession of another corporation to us and the
assumption by such successor of our covenants and obligations in the
indenture and the debt securities;
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surrender
any right or power conferred upon us under the indenture or to add to our
covenants for the protection of the holders of all or any series of debt
securities;
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cure
any ambiguity or to correct or supplement any provision contained in the
indenture, in any supplemental indenture or in any debt securities that
may be defective or inconsistent with any other provision contained
therein, so long as any such action does not adversely affect the
interests of the holders of debt securities of any series in any material
respect;
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add
or change or eliminate any of the provisions of the indenture to the
extent necessary to permit or facilitate the issuance of debt securities
in bearer form, registrable or not registrable as to principal, and with
or without interest coupons;
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change
or eliminate any of the provisions of the indenture; provided that any
such change or elimination shall become effective only when there are no
debt securities outstanding of any series created prior to the execution
of such supplemental indenture;
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evidence
and provide for the acceptance of appointment by a successor or separate
trustee; and
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establish
the form or terms of debt securities of any series, in accordance with the
indenture.
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change
the final maturity of the principal of, or any installment of interest on,
any debt securities;
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reduce
the principal amount of any debt securities or the rate of interest on any
debt securities;
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change
the currency in which any debt securities are
payable;
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release
any security interest that may have been granted with respect to such debt
securities;
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impair
the right of the holders to conduct a proceeding for any remedy available
to the trustee;
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reduce
the percentage in principal amount of any series of debt securities whose
holders must consent to an amendment or supplemental
indenture;
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modify
the ranking or priority of the
securities;
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reduce
any premium payable upon the redemption of any debt securities or change
the time at which any debt security may be redeemed;
or
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make
any change that adversely affects the relative rights of holders of
subordinated debt securities with respect to senior debt
securities.
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the
resulting, surviving or transferee entity shall be a corporation organized
and existing under the laws of the United States or any state thereof and
such resulting, surviving or transferee entity shall expressly assume, by
supplemental indenture, all of our obligations under the debt securities
and the indenture;
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immediately
after giving effect to such transaction (and treating any indebtedness
which becomes an obligation of the resulting, surviving or transferee
entity as a result of such transaction as having been incurred by such
entity at the time of such transaction), no default or event of default
would occur or be continuing; and
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we
shall have delivered to the trustee an officers’ certificate and an
opinion of counsel, each stating that such consolidation, merger or
transfer and such supplemental indenture (if any) comply with the
indenture.
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the
conversion or exchange price;
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the
conversion or exchange period;
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provisions
regarding our ability or that of the holder to convert or exchange the
debt securities;
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events
requiring adjustment to the conversion or exchange price;
and
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provisions
affecting conversion or exchange in the event of our redemption of such
debt securities.
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the
title of such warrants;
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the
aggregate number of such warrants;
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the
price or prices at which such warrants will be
issued;
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the
currency or currencies (including composite currencies) in which the price
of such warrants may be payable;
|
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|
the
terms of the securities purchasable upon exercise of such warrants and the
procedures and conditions relating to the exercise of such
warrants;
|
·
|
the
price at which the securities purchasable upon exercise of such warrants
may be purchased;
|
·
|
the
date on which the right to exercise such warrants will commence and the
date on which such right shall
expire;
|
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any
provisions for adjustment of the number or amount of securities receivable
upon exercise of the warrants or the exercise price of the
warrants;
|
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|
if
applicable, the minimum or maximum amount of such warrants that may be
exercised at any one time;
|
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if
applicable, the designation and terms of the securities with which such
warrants are issued and the number of such warrants issued with each such
security;
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if
applicable, the date on and after which such warrants and the related
securities will be separately
transferable;
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information
with respect to book-entry procedures, if any;
and
|
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|
any
other terms of such warrants, including terms, procedures and limitations
relating to the exchange or exercise of such
warrants.
|
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the
designation and terms of the units and of the securities comprising the
units, including whether and under what circumstances those securities may
be held or transferred separately;
|
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|
any
provisions of the governing unit agreement that differ from those
described below; and
|
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|
any
provisions for the issuance, payment, settlement, transfer or exchange of
the units or of the securities comprising the
units.
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through
agents to the public or to
investors;
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to
underwriters for resale to the public or to
investors;
|
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directly
to investors; or
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through
a combination of any of these methods of
sale.
|
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the
name or names of any agents or
underwriters;
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the
purchase price of the securities being offered and the proceeds we will
receive from the sale;
|
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any
over-allotment options under which underwriters may purchase additional
securities from us;
|
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any
agency fees or underwriting discounts and other items constituting agents’
or underwriters’ compensation;
|
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any
initial public offering price;
|
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|
any
discounts or concessions allowed or reallowed or paid to dealers;
and
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any
securities exchanges or markets on which such securities may be
listed.
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Our
Annual Report on Form 10-KSB for the year ended December 31, 2007 filed
with the Securities and Exchange Commission on March 19, 2008 and as
amended on Form 10-KSB/A filed on September 12,
2008;
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Our
Quarterly Report on Form 10-Q for the period ended March 31, 2008 filed
with the Securities and Exchange Commission on May 14,
2008;
|
·
|
Our
Quarterly Report on Form 10-Q for the period ended June 30, 2008 filed
with the Securities and Exchange Commission on August 12,
2008;
|
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|
Our
Quarterly Report on Form 10-Q for the period ended September 30, 2008
filed with the Securities and Exchange Commission on November 14,
2008;
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The
description of our common stock contained in our registration statement on
Form 8-A filed with the Securities and Exchange Commission on September
21, 2007;
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Our
definitive proxy statement filed with the Securities and Exchange
Commission on September 11, 2008;
|
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|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 16, 2008;
|
·
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 19, 2008;
|
·
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 25, 2008.
|
·
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 8, 2008;
|
·
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 6, 2008;
|
·
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 1, 2008;
|
·
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 9, 2008;
|
·
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 6, 2008;
|
·
|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 25, 2008;
|
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|
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 9, 2008; and
|
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|
Our
Current Report on Form 8-K filed with the Securities Exchange Commission
on December 16, 2008.
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