Strategic Alternatives Review / Rights Plan

9 Months Ended

Sep. 30, 2012

Strategic Alternatives Review / Rights Plan

Strategic Alternatives Review / Rights Plan

13.  Strategic Alternatives Review / Rights Plan

Strategic Alternatives Review

In July 2012, we announced that our Board of Directors was undergoing a strategic review of the feasibility and relative merits of various financial strategies for the Company, which may include partnerships, strategic business model alternatives, a sale or other transaction.  In connection therewith, we engaged Goldman Sachs to assist us in exploring strategic alternatives.  The Board established a Special Committee composed of independent directors who are exercising the full power of the Board regarding, and are controlling, the Company’s strategic alternatives process.  The strategic review process underway by the Special Committee is continuing and we do not intend to disclose developments in this process until such time as the Board of Directors approves or has a transaction or transactions to recommend to stockholders, or otherwise deems further disclosure appropriate.

Rights Plan

In September 2012, our Board of Directors adopted a Rights Plan and declared a dividend of one stock purchase right for each share of common stock held by stockholders of record as of the close of business on September 19, 2012.  Subject to limited exceptions, if a person or group acquires 10% or more of our outstanding common stock or announces a tender offer for 10% or more of our common stock, such a person or group constituting an “acquiring person,” then each right will entitle the right holder to purchase, at the right’s then-current exercise price, a number of shares of common stock having a market value at that time of twice the right’s exercise price.  Rights held by the acquiring person will become void and will not be exercisable.

The Board adopted the short-term Rights Plan for the purpose of protecting the strategic alternatives process.  Consistent with its purpose, the term of the Rights Plan is only six months, ending on March 5, 2013. The Rights Plan is intended to enhance the ability of the Special Committee to conduct a thorough, deliberative process of exploring our strategic alternatives.