UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Hybridon, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3072298
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
345 Vassar Street, Cambridge, Massachusetts 02139
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock (and associated Series C Stock American Stock Exchange
Purchase Rights), $.001 par value per share
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: n/a
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(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The following description of our capital stock summarizes the material
terms and provisions of the indicated securities. For the complete terms of our
common stock, preferred stock and preferred stock purchase rights, please refer
to our certificate of incorporation, by-laws and stockholder rights plan that we
have filed with the SEC. The terms of these securities may also be affected by
the General Corporation Law of the State of Delaware.
We are authorized to issue 150,000,000 shares of common stock and
5,000,000 shares of preferred stock, $0.01 par value per share, of which
1,500,000 are designated series A convertible preferred stock and 150,000 shares
are designated series C junior participating preferred stock. As of September 1,
2003, there were 63,578,377 shares of common stock outstanding, 699,980 shares
of series A convertible preferred stock outstanding, no shares of series C
junior participating preferred stock outstanding and no other shares of
preferred stock issued and outstanding.
COMMON STOCK
Voting. For all matters submitted to a vote of stockholders, each holder
of common stock is entitled to one vote for each share registered in that
stockholder's name on our books. Our common stock does not have cumulative
voting rights. As a result, subject to the voting rights, of which there
currently are none, of any outstanding preferred stock, persons who hold more
than 50% of the outstanding common stock entitled to elect members of our board
of directors can elect all of the directors who are up for election in a
particular year.
Dividends. If our board of directors declares a dividend, holders of
common stock will receive payments from our funds that are legally available to
pay dividends. However, this dividend right is subject to any preferential
dividend rights that we have granted or may grant to the persons who hold
preferred stock.
Liquidation and Dissolution. If we are liquidated or dissolved, the
holders of our common stock will be entitled to share ratably in all the assets
that remain after we pay our liabilities, including without limitation
liabilities under the unit purchase agreement described below, and any amounts
we may owe to the persons who hold preferred stock, if any is outstanding.
Other Rights and Restrictions. The outstanding shares of our common stock
are validly issued, fully paid and nonassessable. Holders of our common stock do
not have preemptive rights, and they have no right to convert their common stock
into any other securities. Our common stock is not subject to redemption by us.
The rights, preferences and privileges of common stockholders are subject to the
rights of the stockholders of any series of preferred stock that are issued and
outstanding or that we may issue in the future. Our certificate of incorporation
and by-laws do not restrict the ability of a holder of common stock to transfer
his or her shares of common stock.
Transfer Agent and Registrar. The transfer agent and registrar for
our common stock is Mellon Investor Services LLC.
Put Right. Pursuant to the terms of a unit purchase agreement dated as of
May 5, 1998, we issued and sold a total of 9,597,476 shares of common stock,
which we refer to as the put shares, at a price of $2.00 per share. Under the
terms of the unit purchase agreement, the initial purchasers, which we refer to
as the put holders, of the put shares have the right, which we refer to as the
put right, to require us to repurchase the put shares. The put right may not be
exercised by any put holder unless all of the following occur:
- we liquidate, dissolve or wind up our affairs pursuant to applicable
bankruptcy law, whether voluntarily or involuntarily,
- all of our indebtedness and obligations, including without
limitation the indebtedness under our outstanding notes, has been
paid in full, and
- all rights of the holders of any series or class of capital stock
ranking prior and senior to the common stock with respect to
liquidation, including without limitation the series A convertible
preferred stock, have been satisfied in full.
We may terminate the put right upon written notice to the put holders if
the closing sales price of our common stock exceeds $4.00 per share for the 20
consecutive trading days prior to the date of notice of termination. Because the
put right is not transferable, in the event that a put holder has transferred
put shares since May 5, 1998, the put right with respect to those shares has
terminated. As a consequence of the put right, in the event we are liquidated,
holders of shares of common stock that do not have put rights with respect to
such shares may receive smaller distributions per share upon our liquidation
than if there were no put rights outstanding.
As of December 31, 2002, 5,467,686 of the put shares continued to be held
in the name of the put holders. On February 14, 2003, we repurchased 2,415,880
of these put shares. We cannot determine at this time whether the put rights
with respect to the balance of the put shares have terminated.
WARRANTS
We have the following warrants outstanding and exercisable for the
purchase of common stock as of September 1, 2003:
- a warrant to purchase 173,333 shares of common stock at an exercise
price of $3.00 per share, which expires on November 30, 2003;
- a warrant to purchase 500,000 shares of common stock at an exercise
price of $0.50 per share, which expires on March 31, 2006;
- a warrant to purchase 100,000 shares of common stock at an exercise
price of $1.65 per share, which expires on January 1, 2007;
- warrants to purchase an aggregate of 7,341,276 shares of common
stock at an exercise price of $1.00 per share, which expire on
August 28, 2008; and
- warrants to purchase an aggregate of 2,458,405 shares of common
stock at an exercise price of $0.73 per share, which expire on
August 28, 2008.
PREFERRED STOCK
Our board of directors is authorized, subject to any limitations
prescribed by law, without further stockholder approval, to issue from time to
time up to 5,000,000 shares of preferred stock, in one or more series. Each
series of preferred stock shall have the number of shares, designations,
preferences, voting powers, qualifications and special or relative rights or
privileges as shall be determined by our board of directors, which may include,
among others, dividend rights, voting rights, redemption and sinking fund
provisions, liquidation preferences, conversion rights and preemptive rights.
Our stockholders have granted the board of directors authority to issue
the preferred stock and to determine its rights and preferences in order to
eliminate delays associated with a stockholder vote on specific issuances. The
rights of the holders of common stock will be subject to, and may be adversely
affected by, the rights of holders of any preferred stock that may be issued in
the future. The issuance of preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from attempting to acquire, a majority
of our outstanding voting stock.
SERIES A CONVERTIBLE PREFERRED STOCK
Dividends. Each share of series A convertible preferred stock is entitled
to receive cumulative semi-annual dividends payable, at our option, in cash or
additional shares of series A convertible preferred stock, at the rate of 1.0%
per annum plus accrued but unpaid dividends. Prior to an amendment to the terms
of the series A convertible preferred stock effected on December 4, 2003
following approval of the amendment by our stockholders, dividends were payable
at a rate of 6.5% per annum plus accrued but unpaid dividends. Dividends accrue
from the date of issuance and are paid semi-annually on April 1 and October 1 of
each year or, if any such day is not a business day, on the next business day.
Dividends are paid, at our election, either in cash or additional shares of
series A convertible preferred stock. In calculating the number of shares of
series A convertible preferred stock to be paid with respect to each dividend,
the series A convertible preferred stock is valued at $100 per share, subject to
appropriate adjustment to reflect any stock split, combination, reclassification
or reorganization of the series A convertible preferred stock.
Liquidation Preference. In the event of one of the following
liquidation events:
- our liquidation, dissolution or winding up, whether voluntary or
involuntary,
- a sale or other disposition of all or substantially all of our
assets, or
- any consolidation, merger, combination, reorganization or other
transaction in which we are not the surviving entity or if stock
constituting more than 50% of our voting power is exchanged for or
changed into stock or securities of another entity, cash, or any
other property,
after payment of our debts and other liabilities, the holders of shares of
series A convertible preferred stock will be entitled to be paid out of our
available assets, before any payment to holders of shares ranking junior to the
series A convertible preferred stock, an amount equal to $1 per share plus
accrued but unpaid dividends. Prior to the amendment effected on December 4,
2003, holders of series A convertible preferred stock were entitled to a
liquidation preference of $100 per share plus accrued but unpaid dividends. In
the case of a transaction listed in the third bullet above, however, this
payment may be made in cash, property or securities of the entity surviving the
transaction. If upon any liquidation event, whether voluntary or involuntary,
the assets to be distributed to the holders of the series A convertible
preferred stock are insufficient to permit the payment to such shareholders of
the full amount owed, then all of our available assets will be distributed
ratably to the holders of the series A convertible preferred stock.
All shares of series A convertible preferred stock rank, as to payment
upon the occurrence of any liquidation event, senior to the common stock and
senior to all other series of preferred stock, unless the terms of any series
provides otherwise.
Right of Conversion. Shares of series A convertible preferred stock are
convertible, at the option of the holder, into shares of common stock or other
securities and property. The conversion price per share of common stock is
$4.25, and is subject to adjustment as described below. The conversion rate at
which each share of series A convertible preferred stock is convertible at any
time into common stock will be determined by dividing the then existing
conversion price into the dividend base amount for a share of series A
convertible preferred stock. The dividend base amount equals $100 plus accrued
but unpaid dividends, subject to adjustment to reflect any stock split,
combination, reclassification or reorganization. As of September 1, 2003, each
share of series A convertible preferred stock was convertible into approximately
23.53 shares of common stock. Following the amendment to the terms of the series
A convertible preferred stock effected on December 4, 2003, during the period
commencing on December 4, 2003 and ending on February 2, 2004, each share of
series A convertible preferred stock will be convertible into a number of shares
of common stock that is 25% greater than the number of shares of common stock
that would otherwise be issuable upon conversion of a share of series A
convertible preferred stock. As a result, during this conversion period, each
share of series A convertible preferred stock will be convertible into
approximately 29.41 shares of common stock.
Adjustment of Conversion Rate and Conversion Price. In order to preserve
the economic value of shares of series A convertible preferred stock, the
conversion rate and the conversion
price will be adjusted if we do the following;
- pay a dividend or make a distribution on any class of capital stock
in shares of common stock;
- subdivide our outstanding common stock into a greater number of
shares;
- combine our outstanding common stock into a smaller number of
shares;
- issue shares of common stock or preferred stock generally to the
holders of our common stock or preferred stock rights to acquire
shares of common stock or preferred stock at a price per share less
than the market price;
- pay or distribute to the holders of common stock or preferred stock
assets, properties or rights to acquire our capital stock at a price
per share less than the market price; or
- make a distribution consisting solely of cash to the holders of any
class of capital stock where, during a specified 12-month period,
the cash distribution exceeds 10% of the product of the market price
of the common stock multiplied by the total number of shares of
outstanding common stock.
Exceptions to Adjustments. No adjustment will, however, be made to either
the conversion rate or the conversion price for issuances of common stock or
preferred stock, or cash paid to holders of shares of convertible preferred
stock as payment for accrued dividends or as a mandatory conversion or mandatory
redemption payment.
Other Changes in Conversion Rate. We from time to time may increase the
conversion rate by any amount for any period of time if the period is at least
20 days and if the increase is irrevocable during the period. Whenever the
conversion rate is so increased, we will notify registered holders.
We may also increase the conversion rate in order to avoid or diminish any
income tax to holders of common stock resulting from any dividend or
distribution of stock or issuance of rights or warrants to purchase or subscribe
for stock or from any event treated as such for income tax purposes.
The conversion price may not be adjusted to an amount less than $0.001 per
share, the current par value of the common stock into which the series A
convertible preferred stock is convertible.
Mandatory Conversion. Upon giving notice to the holders of the convertible
preferred stock, we may, at our option, cause the series A convertible preferred
stock to be converted in whole or in part, on a pro rata basis, into shares of
common stock using a conversion price equal to $4.00 if the closing bid price of
the common stock equals or exceeds 250% of the then current
conversion price for at least 20 trading days in any period of 30 consecutive
trading days.
Redemption. We may, at our option, redeem the series A convertible
preferred stock for cash equal to the dividend base amount.
Class Voting Rights. We may not, without the affirmative vote or consent
of the holders of at least 50% of all outstanding shares of series A convertible
preferred stock, voting separately as a class:
- amend, alter or repeal any provision of our certificate of
incorporation or by-laws so as adversely to affect the rights of the
series A convertible preferred stock, except that the issuance of
securities ranking prior to, or pari passu with, the series A
convertible preferred stock upon a liquidation event or with respect
to the payment of dividends or distributions will not be considered
to affect adversely the relative rights of the series A convertible
preferred stock; or
- authorize or issue, or increase the authorized amount of, the
convertible preferred stock, other than the series A convertible
preferred stock issuable as dividends on the series A convertible
preferred stock.
Preemptive Rights. The series A convertible preferred stock is not
entitled to any preemptive or subscription rights in respect of any of our
securities.
Restrictions on Change of Control. So long as any 9% convertible
subordinated notes issued by us under an indenture dated as of March 26, 1997
remain outstanding, no holder of any shares of series A convertible preferred
stock may, without our prior written consent, have voting rights under our
certificate of incorporation, be entitled to receive any of our voting
securities under our certificate of incorporation, or be entitled to exercise
any conversion rights with respect to the series A convertible preferred stock
to the extent that such voting rights, receipt of voting securities or exercise
of conversion rights could, in our reasonable judgment, either alone or in
conjunction with other issuances or holdings of our capital stock, warrants or
convertible securities, result in a change of control as defined in the
indenture. As of September 1, 2003, the outstanding principal amount of our 9%
notes was $1,306,000. Our 9% notes mature on April 1, 2004.
SERIES C JUNIOR PARTICIPATING PREFERRED STOCK
Voting. Each share of series C junior participating preferred stock is
entitled to 1,000 votes, subject to adjustment if we effect a stock split or
issue a stock dividend. Except as provided below, each share of series C junior
participating preferred stock votes together with the holders of common stock
and all of our other capital stock on all matters voted on by stockholders.
Dividends. The holders of shares of series C junior participating
preferred stock are entitled to quarterly cash dividends equal to the greater of
$10 or 1,000 times the dividend declared per share of common stock, if any,
other than dividends payable in common stock or by
a subdivision of the outstanding common stock.
Liquidation and Dissolution. If we are liquidated or dissolve or wind up,
then we must pay the holders of outstanding shares of series C junior
participating preferred stock, before we make any payment to the holders of
shares of stock ranking junior to the series C junior participating preferred
stock, an amount equal to $1,000 per share, plus all accrued and unpaid
dividends and an amount equal to 1,000 times the amount to be paid to holders of
common stock. For purposes of this liquidation preference, neither the
consolidation, merger or other business combination of us with another entity
nor the sale of all or any of our property, assets or business will be treated
as a liquidation, dissolution or winding up of our company.
Merger, Consolidation, etc. If we are a party to any merger, consolidation
or similar transaction in which shares of our common stock are exchanged or
changed into stock or securities of another entity, cash or property of another
entity, then the series C junior participating preferred stock will be exchanged
or changed into an amount per share equal to 1,000 times the amount of
consideration into which or for which each share of common stock is changed or
exchanged in the merger, consolidation or similar transaction.
Adjustments for Stock Splits and Other Events. If we declare a dividend on
our common stock that is payable in common stock or if we effect a subdivision,
combination or consolidation of the outstanding shares of our common stock into
a greater or lesser number of shares, then the dividend, liquidation and merger
or consolidation amounts payable to holders of series C junior participating
preferred stock will be increased or reduced in proportion to the resulting
increase or decrease in the total number of shares of common stock outstanding.
Redemption. We may not redeem the series C junior participating
preferred stock.
STOCKHOLDER RIGHTS PLAN
On December 10, 2001, our board of directors adopted a stockholder rights
plan. Under the plan, each holder of our common stock at the close of business
on January 7, 2002 received a dividend of one preferred stock purchase right, or
a right, for each outstanding share of common stock that the stockholder owned.
In addition, each share of our common stock issued after January 7, 2002
receives one right. The rights trade automatically with our shares of common
stock and become exercisable only under the circumstances described below. The
rights will expire on the close of business on December 10, 2011, subject to
earlier expiration or termination as described in the rights plan.
The purpose of the rights is to encourage potential acquirors to negotiate
with our board of directors before attempting a takeover bid and to provide our
board of directors with leverage in negotiating on behalf of our stockholders
the terms of any proposed takeover. The rights may have antitakeover effects.
They should not, however, interfere with any merger or other business
combination approved by our board of directors.
The following description is a summary of the material terms of our
stockholder rights plan. It does not restate all of the terms of the plan. The
stockholder rights plan, and not this
description, defines the terms and provisions of the plan.
Exercise of Rights. Until a right is exercised, the holder of a right will
not have any rights as a stockholder. Currently, the rights are not exercisable.
When the rights become exercisable, if ever, holders of the rights will be able
to purchase from us a unit equal to 1/1000th of a share of our series C junior
participating preferred stock at a purchase price of $13.00 per unit.
In general, the rights will become exercisable upon the earlier of:
- ten business days following a public announcement that a person or
group, other than an exempted person, has acquired beneficial
ownership of 15% or more of the outstanding shares of our common
stock; or
- ten business days after the beginning of a tender offer or exchange
offer that would result in a person or group, other than an exempted
person, beneficially owning 15% or more of our common stock.
Pillar Investment Limited, together with its affiliates and associates,
are exempted persons under our stockholder rights plan. Pillar and its
affiliates and associates will remain exempted persons until they beneficially
own more than 11,000,000 shares of our common stock, subject to adjustment, or
less than 14% of the outstanding shares of our common stock.
Flip-In Event. If a person or group, other than an exempted person,
becomes the beneficial owner of 15% or more of our common stock, then each
right, other than those rights held by the person or group that exceeded the 15%
threshold, will then entitle its holder to receive, upon exercise, a number of
shares of our common stock which is equal to the exercise price of the right
divided by one-half of the market price of our common stock on the date of the
occurrence of the flip-in event. However, the rights are not exercisable
following such an event until such time as the rights are no longer redeemable
by us, as described below.
Flip-Over Event. If at any time after a person or group, other than an
exempted person, becomes the beneficial owner of 15% or more of our common
stock,
- we are acquired in a merger or other transaction in which we do not
survive or in which our common stock is changed or exchanged; or
- 50% or more of our assets or earning power is sold or transferred,
then each holder of a right, other than the person or group that exceeded the
15% threshold, will be entitled to receive, upon exercise, a number of shares of
common stock of the acquiring company in the transaction equal to the exercise
price of the right divided by one-half of the market price of the acquiring
company's common stock on the date of the occurrence of the flip-over event.
Exchange of Rights. At any time after a flip-in event, our board of
directors may exchange the rights, other than those rights held by the person or
group that exceeded the 15%
threshold, in whole or in part, at an exchange ratio of one share of our common
stock or one one-thousandth of a share of our series C junior participating
preferred stock for each right.
Redemption of Rights. At any time prior to the tenth business day after
the occurrence of a flip-in event, we may redeem the rights in whole, but not in
part, at a price of $0.001 per right.
CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK
We have shares of common stock and preferred stock available for future
issuance without stockholder approval. We may use these additional shares for a
variety of corporate purposes, including future public offerings to raise
additional capital, facilitating corporate acquisitions or paying a dividend on
our capital stock.
The existence of unissued and unreserved shares of common stock and
preferred stock may enable our board of directors to issue shares to persons
friendly to current management or to issue preferred stock with terms that could
render more difficult or discourage a third party's attempt to obtain control of
us by means of a merger, tender offer, proxy contest or otherwise, thereby
protecting the continuity of our management. In addition, our issuance of
preferred stock could adversely affect the voting power of holders of common
stock and the likelihood that such holders will receive dividend payments and
payments upon liquidation.
DELAWARE LAW AND SPECIFIED CERTIFICATE OF INCORPORATION AND BY-LAW PROVISIONS
Staggered Board. Our certificate of incorporation and by-laws provide for
the division of our board of directors into three classes as nearly equal in
size as possible with staggered three-year terms. In addition, our certificate
of incorporation and by-laws provide that directors may be removed only for
cause by the affirmative vote of the holders of two-thirds f the shares of our
capital stock entitled to vote. Under our certificate of incorporation and
by-laws, any vacancy on the board of directors, however occurring, including a
vacancy resulting from an enlargement of the board, may only be filled by vote
of a majority of the directors then in office. The classification of the board
of directors and the limitations on the removal of directors and filing of
vacancies could have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from acquiring, control of us.
Stockholder Action; Special Meeting of Stockholders. Our certificate of
incorporation and by-laws provide that stockholders may take action only at a
duly called annual or special meeting of stockholders and may not take action by
written consent. Our certificate of incorporation and by-laws further provide
that special meetings of or stockholders may be called only by a majority of the
board of directors or by our chief executive officer or, if the office of chief
executive officer is vacant, our president, and in no event may the stockholders
call a special meeting.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations. Our by-laws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for election
as directors at an annual meeting of stockholders, must meet specified
procedural requirements. The by-laws also include a similar
requirement for making nominations for directors. These provisions may preclude
stockholders from bringing matters before an annual meeting of stockholders or
from making nominations for directors at an annual or special meting of
stockholders.
Supermajority Votes Required. The General Corporation Law of Delaware
provides generally that the affirmative vote of a majority of the shares
entitled to vote on any matter is required to amend a corporation's certificate
of incorporation or by-laws, unless a corporation's certificate of incorporation
or by-laws, as the case may be, requires a greater percentage. Our certificate
of incorporation and by-laws require the affirmative vote of the holders of at
least 75% of the shares of our capital stock issued and outstanding and entitled
to vote to amend or repeal any of the provisions described in the prior three
paragraphs.
Limitation of Liability; Indemnification. Our certificate of incorporation
contains provisions permitted under the General Corporation Law of Delaware
relating to the liability of directors. The provisions eliminate a director's
liability for monetary damages for a breach of fiduciary duty, except in
circumstances involving wrongful acts, such as the breach of a director's duty
of loyalty or acts or omissions that involve intentional misconduct or a knowing
violation of law. This limitation of liability does not alter the liability of
our directors and officers under federal securities laws. Furthermore, our
certificate of incorporation contains provisions to indemnify our directors and
officers to the fullest extent permitted by the General Corporation Law of
Delaware. These provisions do not limit or eliminate our right or the right of
any of our stockholders to seek non-monetary relief, such as an injunction or
rescission in the event of a breach by a director or an officer of his or her
duty of care. We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as directors.
Business Combinations. We are subject to the provisions of section 203 of
the General Corporation Law of Delaware. Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to specified
exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years did own, 15% or more of
the corporation's voting stock.
ITEM 2. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant, as
amended.
4.2 Amended and Restated By-Laws of the Registrant (incorporated
by reference from Exhibits to the Registrant's Registration
Statement on Form S-1 (File No. 333-99024)).
4.3 Rights Agreement, dated as of August 28, 2003, as amended
(incorporated by reference from Exhibits to the Registrant's
Registration Statement on Form S-2 (File No. 333-109630)).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
December 4, 2003 HYBRIDON, INC.
By /s/ Robert G. Andersen
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Name: Robert G. Andersen
Title: Chief Financial Officer and
Vice President of Operations
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant, as
amended.
4.2 Amended and Restated By-Laws of the Registrant (incorporated
by reference from Exhibits to the Registrant's Registration
Statement on Form S-1 (File No. 333-99024)).
4.3 Rights Agreement, dated as of August 28, 2003, as amended
(incorporated by reference from Exhibits to the Registrant's
Registration Statement on Form S-2 (File No. 333-109630)).