We have entered into a sales agreement with Jefferies, under which
we may offer and sell up to $150.0 million of our shares of
common stock from time to time through Jefferies acting as agent.
Sales of our shares of common stock, if any, under this prospectus
supplement and the accompanying prospectus will be made by any
method that is deemed to be an “at the market offering” as defined
in Rule 415(a)(4) under the Securities Act.
Each time we wish to issue and sell our shares of common stock
under the sales agreement, we will notify Jefferies of the number
of shares to be issued, the dates on which such sales are
anticipated to be made, any limitation on the number of shares to
be sold in any one day and any minimum price below which sales may
not be made. Once we have so instructed Jefferies, unless Jefferies
declines to accept the terms of such notice, Jefferies has agreed
to use its commercially reasonable efforts consistent with its
normal trading and sales practices to sell such shares up to the
amount specified on such terms. The obligations of Jefferies under
the sales agreement to sell our shares of common stock are subject
to a number of conditions that we must meet.
The settlement of sales of shares between us and Jefferies is
generally anticipated to occur on the second trading day following
the date on which the sale was made. Sales of our shares of common
stock as contemplated in this prospectus supplement will be settled
through the facilities of The Depository Trust Company or by such
other means as we and Jefferies may agree upon. There is no
arrangement for funds to be received in an escrow, trust or similar
We will pay Jefferies a commission equal to 3.0% of the aggregate
gross proceeds we receive from each sale of our common stock.
Because there is no minimum offering amount required as a condition
to close this offering, the actual total public offering amount,
commissions and proceeds to us, if any, are not determinable at
this time. In addition, we have agreed to reimburse Jefferies for
the fees and disbursements of its counsel, payable upon execution
of the sales agreement, in an amount not to exceed $75,000, in
addition to certain ongoing disbursements of its legal counsel. We
estimate that the total expenses for the offering, excluding any
commissions or expense reimbursement payable to Jefferies under the
terms of the sales agreement, will be approximately $250,000. The
remaining sale proceeds, after deducting any other transaction
fees, will equal our net proceeds from the sale of such shares.
Jefferies will provide written confirmation to us before the open
on the Nasdaq Global Select Market on the day following each day on
which our shares of common stock are sold under the sales
agreement. Each confirmation will include the number of shares sold
on that day, the aggregate gross proceeds of such sales and the
proceeds to us.
In connection with the sale of our shares of common stock on our
behalf, Jefferies will be deemed to be an “underwriter” within the
meaning of the Securities Act, and the compensation of Jefferies
will be deemed to be underwriting commissions or discounts. We have
agreed to indemnify Jefferies against certain civil liabilities,
including liabilities under the Securities Act. We have also agreed
to contribute to payments Jefferies may be required to make in
respect of such liabilities.
The offering of our shares of common stock pursuant to the sales
agreement will terminate upon the earlier of (i) the sale of
all shares of common stock subject to the sales agreement and
(ii) the termination of the sales agreement as permitted
therein. We and Jefferies may each terminate the sales agreement at
any time upon ten days’ prior notice.
This summary of the material provisions of the sales agreement does
not purport to be a complete statement of its terms and conditions.
A copy of the sales agreement is filed as an exhibit to a Current
Report on Form 8-K that
will be filed under the Exchange Act, and incorporated by reference
in this prospectus supplement.
Jefferies and its affiliates may in the future provide various
investment banking, commercial banking, financial advisory and
other financial services for us and our affiliates, for which
services they may in the future receive customary fees. In the
course of its business, Jefferies may actively trade our securities
for its own account or for the accounts of customers, and
accordingly, Jefferies may at any time hold long or short positions
in such securities.
A prospectus supplement and the accompanying prospectus in
electronic format may be made available on a website maintained by
Jefferies, and Jefferies may distribute the prospectus supplement
and the accompanying prospectus electronically.