e424b3
Filed Pursuant to Rule 424(b)(3)
Registration
No. 333-131160
PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 20, 2006)
NovaStar Financial, Inc.
22,511 Shares
Common Stock
Rescission Offer
This prospectus supplement updates certain information contained
in our prospectus dated January 20, 2006 relating to our
offer to rescind the previous purchase of shares of our common
stock included in certain Units in the NovaStar Fund purchased
pursuant to our 401(k) Plan. This prospectus supplement is not
complete and should be read in conjunction with the prospectus.
This prospectus supplement is qualified in its entirety by
reference to the prospectus, except to the extent that
information in this prospectus supplement modifies and
supersedes the information contained in the prospectus.
Capitalized terms not defined in this prospectus supplement
shall have the meaning assigned to such term in the prospectus.
The purpose of this prospectus supplement is to extend the
expiration date of the Rescission Offer. The Rescission Offer
was originally scheduled to expire at 5:00 p.m., Central
time, on February 21, 2006. We have extended the expiration
date of the Rescission Offer until 5:00 p.m., Central time,
on March 30, 2006 (the Expiration Date). All
references to the Expiration Date in this prospectus supplement,
the prospectus and the Rescission Offer Acceptance Form that
accompanied the prospectus shall mean 5:00 p.m., Central
time, on March 30, 2006.
Our common stock is listed on the New York Stock Exchange under
the trading symbol NFI. The last reported sale price
of our common stock (as reported on the New York Stock Exchange)
on February 15, 2006 was $26.06 per share. The value
of a Unit on such date was $50.08.
YOU MAY ELECT TO ACCEPT THE RESCISSION OFFER AS SET FORTH IN
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. YOU DO NOT NEED
TO TAKE ANY ACTION TO REJECT THE RESCISSION OFFER. IF YOU FAIL
TO RESPOND TO THE RESCISSION OFFER BY THE EXPIRATION DATE, YOU
WILL BE DEEMED BY US TO HAVE REJECTED THE RESCISSION OFFER.
ACCEPTANCE OR REJECTION OF THE RESCISSION OFFER MAY PREVENT YOU
FROM MAINTAINING AN ACTION AGAINST US IN CONNECTION WITH SHARES
OF OUR COMMON STOCK PURCHASED PURSUANT TO THE 401(K) PLAN DURING
THE RESCISSION PERIOD.
Investing in our common stock involves risks. See Risk
Factors beginning on page 6 of the prospectus and on
page S-3 of this prospectus supplement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is February 17, 2006
RECENT DEVELOPMENTS
On February 9, 2006, we announced the postponement of our
previously announced fourth quarter earnings release and
conference call. During the course of reviewing our year-end
financial results and in discussion with our independent
auditors we have decided to obtain legal opinions to further
support certain tax positions. We have consulted with our
outside tax counsel and believe we will receive these legal
opinions. Upon obtaining such opinions, we will issue our fourth
quarter earnings release and conduct a conference call. We do
not anticipate a delay in the filing of our Annual Report on
Form 10-K, which
is due on March 16, 2006.
We have extended the expiration date of the Rescission offer
until 5:00 p.m., Central time, on March 30, 2006 in
order to allow current and former 401(k) Plan participants, who
are eligible to participate in the Rescission Offer, additional
time to evaluate whether to accept or reject the Rescission
Offer.
Certain information appearing under the captions QUESTIONS
AND ANSWERS ABOUT THE RESCISSION OFFER, RISK
FACTORS, THE RESCISSION OFFER, IMPORTANT
NOTICE CONCERNING YOUR RIGHTS UNDER THE NOVASTAR FINANCIAL, INC.
401(K) PLAN and CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS in the prospectus is hereby
amended and superseded by the following information.
QUESTIONS AND ANSWERS ABOUT THE RESCISSION OFFER
If I havent taken action with respect the Rescission
Offer, may I still do so?
Yes. You may accept or reject the Rescission Offer at anytime
prior to the new Expiration Date (5:00 p.m., Central time,
on March 30, 2006). See THE RESCISSION
OFFER How to Accept or Reject the Rescission
Offer below for an explanation of the actions you must
take to accept or reject the Rescission Offer.
Do I have to take any action with respect to the Rescission
Offer before the original expiration date (5:00 p.m.,
Central time, on February 21, 2006)?
No. The expiration date of the Rescission Offer is being
extended until 5:00 p.m., Central time, on March 30,
2006 without the need for any action by you or on your behalf.
Can I change my decision if I have previously accepted or
rejected the Rescission Offer?
Yes. See THE RESCISSION OFFER How to Accept or
Reject the Rescission Offer below for an explanation of
the actions you must take to accept or reject the Rescission
Offer.
If I continue to hold Units purchased pursuant to the 401(k)
Plan during the Rescission Period, will the value of such Units
on the original expiration date (5:00 p.m., Central time,
on February 21, 2006) be a factor in determining whether
accepting the Rescission Offer is economically beneficial to
me?
No. The value of the Units you continue to hold on the new
Expiration Date (5:00 p.m., Central time, on March 30,
2006) will determine whether acceptance of the Rescission Offer
with respect to such Units is economically beneficial to you.
See THE RESCISSION OFFER Terms of the
Rescission Offer below for an explanation of the proceeds
you will receive if you properly accept the Rescission Offer.
Who can I call to answer my questions or to request another
copy of the prospectus or Rescission Offer Acceptance Form?
You may call Jeffrey D. Ayers, the Rescission Administrator, at
(816) 237-7000, Monday through Friday between
9:00 a.m. and 5:00 p.m., Central time, prior to the
Expiration Date if you have questions
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about the Rescission Offer or need to obtain another copy of the
prospectus or the Rescission Offer Acceptance Form.
When will I receive payment for my Units if I properly accept
the Rescission Offer?
The proceeds to which you are entitled will be credited to your
401(k) Plan account on or before April 7, 2006. If you are
a current participant in the 401(k) Plan and you accept the
Rescission Offer, the proceeds will be invested in accordance
with your current investment elections in the 401(k) Plan. If
you are no longer a participant in the 401(k) Plan and you
accept the Rescission Offer, the proceeds will be invested in
the MetLife Pooled GIC Fund until the proceeds are distributed
to you or to an individual retirement account or other qualified
retirement plan in a direct rollover. If you previously rolled
over funds from the 401(k) Plan to another individual retirement
account or other qualified retirement plan, then any proceeds
you receive in connection with the Rescission Offer will
automatically roll-over in the same manner in which your 401(k)
Plan account was previously distributed, unless you indicate
otherwise on your Rescission Offer Acceptance Form. Distribution
of proceeds to former participants in the 401(k) Plan will occur
as soon as administratively feasible after the proceeds are
credited to your 401(k) Plan account. Payment of proceeds
directly to you may result in adverse tax consequences. See
Material Federal Income Tax Considerations
Federal Income Tax Considerations Related to the Rescission
Offer in the prospectus.
If acceptance of the Rescission Offer for my Units is not
economically beneficial to me, what should I do if I still want
to sell my Units?
You may sell your Units and reallocate the proceeds from the
sale into another fund under the 401(k) Plan at any time,
subject to our insider trading policy. Such exchanges in your
accounts can be made on line at www.retirelink.metlife.com
or by calling MetLife Retirement Plans, which handles the
recordkeeping for the 401(k) Plan, at
1-800-446-8638. As of
February 15, 2006, the last reported sale price of the
common stock (as reported on the New York Stock Exchange) was
$26.06 per share. The value of a Unit on such date was
$50.08.
When does the Rescission Offer expire?
The Rescission Offer will expire at 5:00 p.m., Central
time, on March 30, 2006, unless we elect to further extend
the Rescission Offer, in which case we will file another
prospectus supplement with the Commission and mail a copy to you.
If I accept the Rescission Offer, will access to my 401(k)
Plan account be blacked out for any period?
If you accept the Rescission Offer, then all transactions
related to the NovaStar Fund in your 401(k) Plan account will be
temporarily suspended (including transactions related to Units
not subject to the Rescission Offer) so that we can determine if
you are eligible to participate in the Rescission Offer. This
temporary suspension is called a blackout period,
which will begin at 5:00 p.m., Central time, on
March 30, 2006, the expiration date of the Rescission
Offer, and will end when the proceeds for the Rescission Offer
are credited to your 401(k) Plan account. We currently
anticipate the blackout period to end during the calendar week
beginning April 2, 2006. The blackout period will not
affect transactions related to other investments in your 401(k)
Plan account. You may continue to direct such other investments
in the ordinary course.
You may call MetLife Retirement Plans, without charge, for
information about the actual end date of the blackout period, at
1-800-446-8638 between
the hours of 8:00 a.m. and 11:00 p.m. (Eastern time),
Monday through Friday. For more information about the blackout
period, please see the caption titled IMPORTANT NOTICE
CONCERNING YOUR RIGHTS UNDER THE NOVASTAR FINANCIAL, INC. 401(K)
PLAN.
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RISK FACTORS
If you accept the Rescission Offer, your ability to sell any
Units credited to your 401(k) Plan account will be temporarily
suspended during the period beginning on the Expiration Date and
ending on the date that the proceeds which you are entitled to
receive are credited to your 401(k) Plan account.
This period is currently expected to end during the calendar
week beginning April 2, 2006. Since you will not be
permitted to sell Units held in your 401(k) Plan account during
this period, you will be subject to the risk that due to events
in the securities markets, the value of your 401(k) Plan account
could significantly decline during this period and you would not
be able to make transfers to avert this result. The funds you
receive in connection with the Rescission Offer will be
allocated to your 401(k) Plan account in accordance with your
current investment instructions. See IMPORTANT NOTICE
CONCERNING YOUR RIGHTS UNDER THE NOVASTAR FINANCIAL, INC. 401(K)
PLAN for additional information.
THE RESCISSION OFFER
Terms of the Rescission Offer
If you elected to allocate salary deferral or rollover
contributions in the 401(k) Plan to the purchase of Units in the
NovaStar Fund at any time during the Rescission Period, and you
have already sold the Units at a loss, you may accept the
Rescission Offer, in which case an amount equal to the amount
you paid for the Units less the proceeds of the sale, plus
interest will be credited to your 401(k) Plan account. Interest
will be paid on the amount originally paid for the Units during
the period from the date of purchase of the Units until the date
of sale of such Units. Interest will also be paid on the loss
realized from the date of sale of the Units through the date
that payment is made by us.
The interest rate will be determined according to federal law
since we believe that no violation of state securities laws
occurred in connection with the purchases and sales of either
the Units or our common stock included in the Units subject to
the Rescission Offer. The interest rate will be the weekly
average 1-year constant maturity Treasury yield, as
published by the Board of Governors of the Federal Reserve
System, for the calendar week that includes the Expiration Date.
For the week ending February 10, 2006, the interest rate
would have been 4.67%.
If you continue to hold Units purchased during the Rescission
Period with salary deferral or rollover contributions and elect
to accept the Rescission Offer, you may direct the Trustee to
transfer all such Units to us and your 401(k) Plan account will
be credited with an amount equal to the amount you paid for the
Units, plus interest for the period from the date you purchased
the Units through the date payment is made by us. However, we
will not effectuate the repurchase of Units if the price that
you paid for the Unit, plus interest, is less than the value of
the Units as of the Expiration Date. In the event we repurchase
your Units, the number of Units in your 401(k) Plan account will
be reduced.
If you no longer hold in your account all the Units acquired
pursuant to the 401(k) Plan during the Rescission Period, we
will only repurchase those Units that are not deemed sold, but,
as noted above, we will not effect the repurchase of any of the
Units if such purchase would not be economically beneficial to
you as of the Expiration Date. Units are deemed sold in the
order in which you purchased them. In order to determine which
Units are eligible for repurchase, all Units acquired on your
behalf pursuant to the Plan during the Rescission Period will be
matched against all sales of Units pursuant to the Plan during
or following such period, by matching the first Unit acquired
with the first Unit sold. Only those purchases that do not have
matching sales are eligible for repurchase as part of the
Rescission Offer. You are entitled to payment for those Units
that are deemed sold at a loss. In order to determine the amount
payable with respect to Units that are sold, the Rescission
Administrator will use the same procedure as is used to
determine which Units are eligible for repurchase.
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If you are a current participant in the 401(k) Plan and accept
the Rescission Offer, the proceeds to which you are entitled
under the Rescission Offer will be credited to your 401(k) Plan
account on or before April 7, 2006 and reinvested in
accordance with your current investment elections for new
contributions in the 401(k) Plan.
If you have directed and caused a full distribution from the
401(k) Plan and no longer have an individual account in the
401(k) Plan, you are entitled to obtain relief on the terms set
forth in the prospectus and this prospectus supplement for
current participants of the 401(k) Plan, except any amounts paid
in respect of the Rescission Offer will be invested in the
MetLife Pooled GIC Fund until the proceeds are distributed to
you or to an individual retirement account or other qualified
retirement plan in a direct rollover. If you previously rolled
over funds from the 401(k) Plan to another individual retirement
account or other qualified retirement plan, then any proceeds
you receive in connection with the Rescission Offer will
automatically roll-over in the same manner in which your 401(k)
Plan account was previously distributed, unless you indicate
otherwise on your Rescission Offer Acceptance Form. Distribution
of proceeds to former participants in the 401(k) Plan will occur
as soon as administratively feasible after the proceeds are
credited to your 401(k) Plan account. Payment of proceeds
directly to you may result in adverse tax consequences. See
Material Federal Income Tax Considerations
Federal Income Tax Considerations Related to the Rescission
Offer in the prospectus.
Since the beginning of the Rescission Period, we have paid cash
dividends of $1.40 per share to holders of record of our
common stock on each of May 13, 2005, August 12, 2005,
November 8, 2005 and December 30, 2005. The amount and
timing of future dividends are determined by our Board of
Directors based on REIT tax requirements and business trends at
the time. Cash dividends paid by us with respect to a share of
our common stock in the NovaStar Fund are credited to the
NovaStar Fund and result in an equivalent increase in the value
of a Unit.
The Rescission Offer will expire at 5:00 p.m., Central
time, on March 30, 2006, unless we elect to further extend
the Rescission Offer, in which case we will file another
prospectus supplement with the Commission and mail a copy to you.
As of February 15, 2006, the closing sale price of our
common stock (as reported on the New York Stock Exchange) was
$26.06 per share. The value of a Unit on such date was
$50.08. For the fifty-two week period ending on such date, the
per share sales price of our common stock ranged from a high of
$48.60 to a low of $24.08. During that period, the value of a
Unit ranged from a high of $70.67 to a low of $46.25.
How to Accept or Reject the Rescission Offer
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YOU ARE NOT LEGALLY REQUIRED TO ACCEPT THE RESCISSION
OFFER. |
Acceptance of the Rescission Offer is optional if you purchased
Units in the NovaStar Fund representing interests in shares of
our common stock covered by this Rescission Offer. Acceptance of
the Rescission Offer is economically beneficial only if you have
sold Units purchased during the Rescission Period at a loss, or
the value of a Unit on the Expiration Date is less than the
price you paid during the Rescission Period, plus interest. We
will not effectuate any repurchases pursuant to the Rescission
Offer unless such repurchases are economically beneficial to the
eligible participants of the 401(k) Plan as of the Expiration
Date. In the event you elect to accept the Rescission Offer, you
must complete the Rescission Offer Acceptance Form
and mail or return it to the attention of NovaStar Financial,
Inc., 8140 Ward Parkway, Suite 300, Kansas City, Missouri
64114, Attention: Jeffrey D. Ayers. We must receive your
properly completed Rescission Offer Acceptance Form and all
other required documentation before the Expiration Date.
Otherwise, you will be deemed to have rejected the Rescission
Offer. We will, in our sole discretion, determine whether your
Rescission Offer Acceptance Form has been properly completed and
whether your acceptance of the Rescission Offer will be accepted
or rejected.
You do not need to take any action to reject the Rescission
Offer. If you change your decision and want to reject the
Rescission Offer after having submitted the Rescission Offer
Acceptance Form then you
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may reject the Rescission Offer by sending a notice that
includes your name, signature, address, social security number
or taxpayer identification number and a clear indication that
you are rejecting the Rescission Offer to the attention of
NovaStar Financial, Inc., 8140 Ward Parkway, Suite 300,
Kansas City, Missouri 64114, Attention: Jeffrey D. Ayers. We
must receive this notice of rejection before the Expiration
Date. Otherwise, you will be deemed to have accepted the
Rescission Offer.
Your acceptance of the Rescission Offer, whether or not your
Units are actually repurchased by us, will cause your 401(k)
Plan account to be subject to the blackout period imposed on the
accounts of all participants who accept the Rescission Offer,
while we determine whether your acceptance will be accepted or
rejected. For more information about the blackout period, see
the caption titled Important Notice Concerning Your Rights
under the NovaStar Financial, Inc. 401(k) Plan.
IF YOU FAIL TO NOTIFY US IN WRITING OF YOUR ACCEPTANCE OF THE
RESCISSION OFFER PRIOR TO THE EXPIRATION DATE, YOU WILL BE
DEEMED TO HAVE REJECTED THE RESCISSION OFFER. ACCEPTANCE OR
REJECTION OF THE RESCISSION OFFER MAY NOT TERMINATE YOUR RIGHT
TO BRING A CIVIL ACTION AGAINST US FOR FAILURE TO REGISTER THE
SHARES UNDER FEDERAL SECURITIES LAWS. HOWEVER, FEDERAL LAW DOES
PROVIDE THAT YOU MAY LOSE ANY RESCISSION RIGHTS UNDER FEDERAL
SECURITIES LAWS ONE YEAR FROM THE DATE OF PURCHASE OF SUCH
SHARES AND THREE YEARS FROM THE DATE SUCH SHARES WERE BONA FIDE
OFFERED TO THE PUBLIC.
IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER THE
NOVASTAR FINANCIAL, INC. 401(K) PLAN
This notice is intended to comply with the requirements of
Department of Labor Final Regulation Relating to Notice of
Blackout Periods to Participants and Beneficiaries,
29 C.F.R. Section 2520, to the extent such
requirements apply to the Rescission Offer. Accordingly, this
notice is intended to inform affected participants (and
beneficiaries) of the 401(k) Plan of a blackout
period during which their right to direct or diversify
certain investments may be temporarily suspended if they accept
the Rescission Offer.
If you accept the Rescission Offer and on the Expiration Date
you hold Units in the NovaStar Fund in your 401(k) Plan account,
all transactions related to the NovaStar Fund in your 401(k)
Plan account will be temporarily suspended. The temporary
suspension is called a blackout period. The original
blackout period was scheduled to begin at 5:00 p.m.,
Central time, on February 21, 2006 and to end during the
calendar week beginning February 26, 2006. As a result of
our decision to extend the expiration date of the Rescission
Offer, the commencement of the original blackout period has been
delayed. The new blackout period will begin at 5:00 p.m.,
Central time, on March 30, 2006 and is expected to end
during the calendar week beginning April 2, 2006. When the
blackout period ends, the proceeds for the Rescission Offer will
credited to your 401(k) Plan account.
The blackout period is required to ensure smooth processing of
the Rescission Offer. During the blackout period, MetLife
Retirement Plans will not permit any transactions related to the
NovaStar Fund in your 401(k) Plan account, including:
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certain requests for loans and distributions (including hardship
distributions), which may be delayed until after the blackout
period ends; and |
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requests to sell Units. Any request to sell Units made during
the blackout period will need to be remade following the
blackout period. |
It is very important that you review and consider the
appropriateness of your current investments in light of your
inability to sell Units during the blackout period. For your
long term retirement security, you should give careful
consideration to the importance of a well balanced and
diversified investment portfolio, taking into account all your
assets, income and investments. You should be aware that there
is a risk to
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holding substantial portions of your assets in the securities of
any one company, as individual securities tend to have wider
price swings, up and down, in short periods of time, than
investments in diversified funds. Our common stock may have a
wide price swing during the blackout period resulting in a large
loss, and you will not be able to direct the sale of Units from
your 401(k) Plan account during the blackout period.
If you have any questions concerning this notice or the blackout
period, including whether the blackout period has ended, you
should contact MetLife Retirement Plans at
1-800-446-8638. Whether
or not you are planning retirement in the near future, we
encourage you to consider how this blackout period may affect
your retirement planning, as well as your overall financial
plan. As previously communicated to you, your ability to make
new investments in the NovaStar Fund was terminated on
June 17, 2005.
For additional information and limitations on 401(k) Plan
investments and how to direct investment of your 401(k) Plan
account, see the 401(k) Plan Summary Plan Description. To obtain
a copy of the 401(k) Plan Summary Plan Description, contact our
Benefits Department at (816) 237-7000.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the prospectus contain
forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended. Forward-looking
statements are those that predict or describe future events or
trends and that do not relate solely to historical matters. You
can generally identify forward-looking statements as statements
containing the words believe, expect,
will, continue, anticipate,
intend, may, estimate,
project, plan, assume,
seek to or other similar expressions or the negative
of those terms, although not all forward-looking statements
contain these identifying words. Statements regarding the
following subjects contained or incorporated by reference in
this prospectus supplement or the prospectus are forward-looking
by their nature:
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our business strategy; |
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our ability to manage risk, including credit risk; |
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our understanding of our competition; |
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market trends; |
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projected sources and uses of funds from operations; |
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potential liability with respect to legal proceedings; and |
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potential effects of proposed legislation and regulatory action. |
You should not place undue reliance on our forward-looking
statements because the matters they describe are subject to
known and unknown risks, uncertainties and other unpredictable
factors, many of which are beyond our control. Our
forward-looking statements are based on the information
currently available to us and are applicable only as of the date
on the cover of this prospectus supplement or, in the case of
forward-looking statements incorporated by reference, as of the
date of the filing that includes the statement. New risks and
uncertainties arise from time to time, and it is impossible for
us to predict these matters or how they may affect us. Over
time, our actual results, performance or achievements will
likely differ from the anticipated results, performance or
achievements that are expressed or implied by our
forward-looking statements, and such difference might be
significant and materially adverse to our stockholders. Such
factors include, but are not limited to:
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those identified under the Risk Factors section of
this prospectus supplement and the prospectus; |
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those identified from time to time in our public filings with
the Commission; |
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our ability to generate sufficient liquidity on favorable terms; |
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the size and frequency of our securitizations; |
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interest rate fluctuations on our assets that differ from those
on our liabilities; |
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increases in prepayment or default rates on our mortgage assets; |
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changes in assumptions regarding estimated loan losses and fair
value amounts; |
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changes in origination and resale pricing of mortgage loans; |
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our compliance with applicable local, state and federal laws and
regulations or opinions of counsel relating thereto and the
impact of new local, state or federal legislation or regulations
or opinions of counsel relating thereto or court decisions on
our operations; |
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the initiation of margin calls under our credit facilities; |
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the ability of our servicing operations to maintain high
performance standards and to maintain appropriate ratings from
rating agencies; |
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our ability to expand origination volume while maintaining an
acceptable level of overhead; |
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our ability to adapt to and implement technological changes; |
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the stability of residential property values; |
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the outcome of litigation or regulatory actions pending against
us or other legal contingencies; |
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the impact of losses resulting from natural disasters; and |
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the impact of general economic conditions. |
We have no duty to, and do not intend to, update or revise the
forward-looking statements in this prospectus supplement or the
prospectus after the date of this prospectus supplement, even if
subsequent events cause us to become aware of new risks or cause
our expectations to change regarding the forward-looking matters
discussed or incorporated by reference in this prospectus
supplement or the prospectus. We have identified some of the
important factors that could cause future events to differ from
our current expectations and they are described in the
prospectus under the caption Risk Factors and in our
periodic reports on
Form 10-Q and
Form 10-K,
including under the captions Risk Factors and
Safe Harbor Statement, which you should review
carefully. Please consider our forward-looking statements in
light of those risks as you read this prospectus supplement and
the prospectus.
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