Energy Conversion Devices Inc - Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
19 6월 2008 - 7:03PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed by: Energy Conversion Devices, Inc.
Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement on Form S-3: No. 333-131886
Energy Conversion Devices, Inc.
Concurrent Offerings of
$275,000,000
aggregate principal amount of
3.00% Convertible Senior Notes due 2013
(the Notes Offering),
1,270,000 Shares of Common Stock
(the Underwritten Equity Offering)
and
3,444,975 Borrowed Shares of Common Stock
(the Borrowed Shares Offering)
This free writing prospectus relates only to the Notes Offering of 3.00% Convertible Senior Notes
due 2013 (the Notes) and to the Underwritten Equity Offering and the Borrowed Shares Offering
(collectively the Common Stock Offering) of shares of common stock, par value $0.01 per share
(the Common Stock) and should be read together with (1) the preliminary prospectus supplement
dated June 12, 2008, and accompanying base prospectus dated February 15, 2006, relating to the
Notes Offering (the Note Preliminary Prospectus Supplement), including the documents incorporated
by reference in the Note Preliminary Prospectus Supplement and (2) the preliminary prospectus
supplement dated June 12, 2008, and accompanying base prospectus dated February 15, 2006, relating
to the Underwritten Equity Offering and the Borrowed Shares Offering (the Common Stock Preliminary
Prospectus Supplement), including the documents incorporated by reference in the Common Stock
Preliminary Prospectus Supplement.
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Issuer:
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Energy Conversion Devices, Inc.
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Common Stock symbol:
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ENER
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The Notes Offering
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Securities:
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3.00% Convertible Senior Notes due 2013
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Aggregate principal amount:
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$275,000,000
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Underwriters option to purchase additional Notes:
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$41,250,000
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Issue price:
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100%
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Annual interest rate:
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3.00%
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Initial issue price in Common Stock Offering:
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$72.00 per share
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Conversion premium over the initial issue price in Common Stock Offering:
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27.50%
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Conversion rate (subject to adjustment) :
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10.8932 shares per $1,000 principal amount of Notes
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Conversion price (approximately) (subject to adjustment):
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$91.80 per share
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Conversion rights:
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Subject to fulfillment of certain conditions and during the periods described in the Note Preliminary Prospectus Supplement
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Interest payment dates:
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June 15 and December 15
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First interest payment date:
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December 15, 2008
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Maturity date:
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June 15, 2013
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Increase to conversion rate upon a make-whole fundamental change (subject to adjustment):
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Stock price
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Effective Date
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$72.00
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$85.00
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$105.00
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$125.00
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$145.00
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$165.00
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$185.00
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$205.00
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$225.00
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June 24, 2008
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2.9957
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2.1820
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1.4548
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1.0453
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0.7936
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0.6276
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0.5119
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0.4274
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0.3633
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June 15, 2009
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2.9957
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2.1105
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1.3464
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0.9336
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0.6903
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0.5360
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0.4319
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0.3579
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0.3029
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June 15, 2010
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2.9957
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2.0084
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1.1960
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0.7827
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0.5541
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0.4177
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0.3305
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0.2712
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0.2285
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June 15, 2011
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2.9957
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1.8497
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0.9761
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0.5727
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0.3734
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0.2672
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0.2057
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0.1670
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0.1407
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June 15, 2012
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2.9957
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1.5531
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0.6111
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0.2632
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0.1354
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0.0862
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0.0646
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0.0532
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0.0459
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June 15, 2013
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2.9957
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0.8676
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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If the stock price per share of Common Stock is:
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in excess of $225.00 per share (subject to adjustment), the
conversion rate will not be increased; or
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less than $72.00 per share (subject to adjustment), the
conversion rate will not be increased
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Conversion rate cap:
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13.8889 shares per $1,000 principal amount of Notes
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Net proceeds (estimated):
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$266.8 million ($306.8 million if the underwriters option to purchase additional Notes is exercised in full)
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Capitalization:
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See Capitalization Table Below
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Underwriting compensation per Note:
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3.00%, $30.00
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Aggregate underwriting compensation:
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$8,250,000 ($9,487,500 if the underwriters option to purchase additional Notes is exercised in full)
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Selling concession per Note:
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$18.00
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Trade date:
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June 18, 2008
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Settlement date:
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June 24, 2008
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Note CUSIP:
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292659AA7
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Underwriters:
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Credit Suisse Securities (USA) LLC and UBS Securities LLC (Joint Book-Running Managers), J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and Lazard Capital Markets LLC.
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The Common Stock Offering
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Common Stock Offered in the Underwritten Equity Offering:
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1,270,000 shares
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Underwriters option to purchase additional shares of Common Stock in the Underwritten Equity Offering:
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190,500 shares
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Common Stock Offered as Borrowed Shares:
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3,444,975 shares (up to 721,675 of these shares may be offered on a delayed basis to facilitate subsequent hedging arrangements at CSIs discretion)
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Total Common Stock Offered (excluding Underwriters option):
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4,714,975 shares
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Initial Borrowed Shares offering price:
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$72.00 per share
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Public offering price in the Underwritten Equity Offering:
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$72.00 per share; $91,440,000 total
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Underwriting discounts and commissions from Underwritten Equity Offering:
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$3.96 per share; $5,029,200 total
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Proceeds to ECD (before expenses) from the Underwritten Equity Offering:
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$68.04 per share; $86,410,800 total
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Closing sale price of Common Stock on June 18, 2008:
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$74.19 per share
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Net proceeds from Underwritten Equity Offering (estimated):
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$85.6 million ($98.6 million if the underwriters option to purchase additional shares of common stock is exercised in full)
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Net proceeds from Borrowed Shares:
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Issuer will not receive any proceeds from the sale of the Borrowed Shares of Common Stock in the Borrowed Shares Offering, but Issuer will receive a nominal lending fee
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Total Common Stock to be Outstanding After Common Stock Offering:
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45,048,882 shares (as of March 31, 2008, pro forma for the offerings)
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Capitalization:
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See Capitalization Table Below
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Selling concession to selling group members:
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$2.376 per share
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Selling concession to other broker/dealers:
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$2.376 per share
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Underwriting compensation per share in the Underwritten Equity Offering:
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$3.96
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Aggregate underwriting compensation for the Underwritten Equity Offering:
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$5,029,200; $5,783,580 with the exercise of the over-allotment option
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Expenses payable by us for the Underwritten Equity Offering (estimated):
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$0.63 per share without the exercise of the over-allotment option; $0.55 per share with the exercise of the over-allotment option; $800,000 total
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Underwriting compensation per Borrowed Share:
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$0
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Aggregate underwriting compensation for the Borrowed Share Offering:
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$0
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Trade date:
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June 18, 2008
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Settlement date:
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June 24, 2008
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Underwritten Equity Offering Underwriters:
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Credit Suisse Securities (USA) LLC and UBS Securities LLC (Joint Book-Running Managers), J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and Lazard Capital Markets LLC
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Borrowed Share Offering Underwriter:
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Credit Suisse Securities (USA) LLC
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1
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Excludes the following at March 31, 2008:
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957,913 shares of common stock issuable upon the exercise of options
outstanding as of March 31, 2008, at a weighted average exercise price
of $20.99 per share; and
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2,434,350 shares of common stock reserved for future issuance as of March 31,
2008, under our various equity incentive plans and other arrangements.
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Capitalization Table: The following table sets forth our capitalization as of March 31, 2008:
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on an actual basis; and
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on an as adjusted basis to reflect (i) the completion of our sale of the
convertible notes in this offering and the receipt of the proceeds therefrom
(assuming the underwriters option to purchase additional convertible notes is not
exercised); and (ii) the completion of our concurrent offering of 4,714,975 shares
of our common stock including (a) our receipt of the proceeds from the sale of
1,270,000 such shares pursuant to the underwritten equity offering at the public
offering price of $72.00 per share (assuming the underwriters option to purchase
additional shares of common stock is not exercised) and (b) our receipt of the
nominal lending fees from the borrowed shares being offered in that offering.
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You should read this table in conjunction with the following, which are incorporated by
reference into this prospectus supplement:
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the historical financial statements of ECD as of and for the nine months
ended March 31, 2008, included in ECDs quarterly report on Form 10-Q for the
quarter ended March 31, 2008; and
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the historical financial statements of ECD as of and for the years ended
June 30, 2007, June 30, 2006 and June 30, 2005, included in ECDs annual report on
Form 10-K for the fiscal year ended June 30, 2007.
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March 31, 2008
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Actual
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As Adjusted
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(Dollars in thousands)
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Debt:
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Obligations under capital leases and notes payable
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$
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23,717
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$
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23,717
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3.00% convertible notes due 2013 offered hereby
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275,000
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Total debt
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23,717
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298,717
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Common Stock, par value $0.01 per share
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Authorized
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100,000,000 shares actual and as adjusted at March 31, 2008
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Issued and outstanding
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40,333,907 shares at March 31, 2008, 45,048,882 shares as adjusted
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403
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450
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Additional paid-in capital
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862,828
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948,426
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Accumulated other comprehensive loss
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(335,037
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(335,037
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Accumulated deficit
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(1,715
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(1,715
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Total stockholders equity
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526,479
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612,124
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Total capitalization
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$
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550,196
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$
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910,841
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The number of shares of common stock on an as adjusted basis shown as issued and outstanding in the
table above is based on the number of shares of our common stock outstanding as of March 31, 2008,
giving effect to the adjustments described above, but excluding:
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957,913 shares of common stock issuable upon the exercise of options outstanding as of
March 31, 2008, at a weighted average exercise price of $20.99 per share; and
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2,434,350 shares of common stock reserved for future issuance as of March 31, 2008,
under our various equity incentive plans and other arrangements.
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The Issuer has filed a registration statement (including the Base Prospectus) with the SEC for the
Notes Offering, the Underwritten Equity Offering and the Borrowed Shares Offering to which this
communication relates. Before you invest, you should read the applicable prospectus supplements
and the Base Prospectus in the registration statement and other documents the Issuer has filed with
the SEC for more complete information about the Issuer, the Notes Offering, the Underwritten Equity
Offering and the Borrowed Shares Offering. You may get these documents for free by visiting EDGAR
on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer
participating in the offerings will arrange to send you the applicable prospectus if you request it
by calling toll-free 1-800-221-1037.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW 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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