Prospectus excerpt: We are offering 1,800,000 shares of our 5.50% Series A Mandatory Convertible Preferred Stock, $0.001 par value per share, which we refer to in this prospectus as our mandatory convertible preferred stock.
Dividends on our mandatory convertible preferred stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee of our Board of Directors, at an annual rate of 5.50% on the liquidation preference of $100.00 per share. We may pay declared dividends in cash or, subject to certain limitations, in shares of our common stock, par value $0.001 per share, or in any combination of cash and common stock on March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2011 and to, and including, March 1, 2014.
Each share of our mandatory convertible preferred stock will automatically convert on March 1, 2014 into between 1.6667 and 2.0000 shares of our common stock, subject to anti-dilution adjustments. The number of shares of our common stock issuable on conversion will be determined based on the average VWAP (as defined herein) of our common stock over the 20 trading day period ending on, and including, the third trading day prior to the mandatory conversion date. At any time prior to March 1, 2014, holders may elect to convert each share of our mandatory convertible preferred stock into shares of common stock at the minimum conversion rate of 1.6667 shares of common stock per share of mandatory convertible preferred stock, subject to anti-dilution adjustments. If you elect to convert any shares of mandatory convertible preferred stock during a specified period beginning on the effective date of a fundamental change (as described herein), the conversion rate will be adjusted under certain circumstances and you will also be entitled to a fundamental change dividend make-whole amount (as described herein).