4.75% Convertible Senior Notes due 2016

6 Months Ended

Jun. 30, 2011

4.75% Convertible Senior Notes due 2016

4.75% Convertible Senior Notes due 2016

6. 4.75% Convertible Senior Notes due 2016

     In May 2011, the Company completed the sale of $80.5 million aggregate principal amount of 4.75% Convertible Senior Notes due in 2016 (the “Senior Notes”) pursuant to an indenture between the Company and Wells Fargo Bank N.A., as trustee (the “Indenture”). Interest is payable on June 1 and December 1 of each year beginning on December 1, 2011 until the maturity date of June 1, 2016 unless the Senior Notes are converted, redeemed or repurchased earlier. The Company received net proceeds of approximately $77.4 million from the sale of the Senior Notes, net of fees and expenses of $3.1 million. The debt issuance costs are being amortized to interest expense over the life of the Senior Notes. The Company used $14.4 million of the net proceeds of the offering to repurchase 2,338,797 shares of the common stock at $6.17 per share from certain purchasers of the notes through privately negotiated transactions and the remainder of the net proceeds of the offering for general corporate purposes, which may include potential acquisitions of complementary businesses, technology or products. The Senior Notes are senior unsecured obligations of the Company. The repurchased shares are recorded as treasury stock offsetting additional paid-in capital (APIC) in the condensed consolidated balance sheets.

The Senior Notes contain an optional redemption feature allowing the Company at any time after June 6, 2014 to redeem for cash all or part of the Senior Notes if the last reported sale price per share of common stock (as defined below) has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading-day period ending within five trading days prior to the date on which the Company provides notice of redemption. The redemption price will equal 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any.

Holders may convert the Senior Notes into common stock of the Company at any time at the conversion rate of 129.6596 shares of common stock per $1,000 principal amount, subject to certain adjustments. Holders who convert their notes in connection with a “make-whole fundamental change” as defined in the Indenture are entitled, under certain circumstances, to an increase in the conversion rate for notes surrendered for conversion in connection with such make-whole fundamental change. Upon conversion, the Company will satisfy its conversion obligations by delivering shares of common stock.