Concord Prices $75 Million Convertible Senior Notes Offering.Business Editors MARLBORO Marlboro or Marlborough (märl`bərō), city (1990 pop. 31,813), Middlesex co., E Mass.; settled on the site of a Native American village 1657, inc. as a city 1890. , Mass.--(BUSINESS WIRE)--Dec. 2, 2003 Concord Communications, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : CCRD CCRD Colorado Civil Rights Division CCRD Clear Certainty Rundown CCRD Center for Community Research and Development CCRD Climate Change Research Division (US DoE) CCRD Certified Chiropractic Rehabilitation Doctor ) announced today the pricing of its offering of $75 million aggregate principal amount of 3.00% Convertible Senior Notes due 2023 in a private placement pursuant to Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. under the Securities Act of 1933. The notes will be convertible into shares of Concord's common stock at a conversion price of $26.87 per share. The notes will bear interest at 3.00% per year and will rank equally to existing and future unsecured senior indebtedness. Holders of the notes may elect to convert the notes into shares of common stock upon the occurrence of certain events. Concord may redeem some or all of the notes on or after December 2, 2008. Holders of the notes will have the right to require Concord to repurchase some or all of the outstanding notes on December 2, 2008, 2013, and 2018 and upon certain events, including a change in control. Concord has granted the initial purchaser an over-allotment option to purchase up to an additional $11.25 million principal amount of notes. Concord intends to use the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of the offering for working capital and general corporate purposes and potentially for future acquisitions of complementary businesses and technologies. This announcement is neither an offer to sell nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy any of these securities and there shall not be any sale of the notes or common stock issuable upon conversion of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the securities will be made only by means of a confidential offering memorandum Offering Memorandum A legal document stating the objectives, risks, and terms of investment involved with a private placement. Notes: The private placement of hedge funds necessitates the issue of memorandums. . The notes and the common stock issuable upon conversion of the notes have not been, and will not be at the time of the issuance of the notes, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. Certain statements set forth above, including statements regarding the use of proceeds and other statements regarding matters that are not historical facts, may constitute forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Results may differ materially from our expectations. In particular, the following factors, among others, could cause or actual future results to differ materials from our current expectations: integration of acquired products and technologies; relationships with strategic partners and other evolving distribution channels; introduction of new products or pricing policies by us or our competitors; announcements of technological innovations or new products by us or our competitors; failure to protect our intellectual property rights; and changes in the market for our products and services. For further information with respect to factors that could cause results to differ from expectations, reference is made to the reports filed by us with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Any forward-looking statements should be considered in light of all these factors. |
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