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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-12593
March 3, 2000
PROSPECTUS SUPPLEMENT
THIS SUPPLEMENT MODIFIES CERTAIN INFORMATION CONTAINED IN THE
ATTACHED PROSPECTUS, DATED OCTOBER 3, 1996, AND SHOULD
BE CAREFULLY REVIEWED BY EACH PURCHASER.
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OSI PHARMACEUTICALS, INC.
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408,981 SHARES
COMMON STOCK
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This Prospectus Supplement modifies a prospectus dated October 3, 1996 (the
"Prospectus") for OSI Pharmaceuticals, Inc. ("OSI"), formerly known as Oncogene
Science, Inc., as follows:
1. OSI's common stock is traded on the Nasdaq National Market under the
symbol "OSIP". On February 28, 2000, the reported closing price of the
common stock was $24.125 per share. OSI's principal executive offices
are located at 106 Charles Lindbergh Boulevard, Uniondale, New York
11553, and its telephone number is (516) 222-0023.
2. The following is an update of the Selling Security Holders information
on pages 13 to 14 of the Prospectus:
SELLING SECURITY HOLDERS
The table below describes the amount of common stock beneficially owned by
the selling stockholders and the number of shares of common stock the selling
stockholders are selling under this Prospectus Supplement.
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
SHARES SHARES OWNED SHARES OWNED
SHARES OFFERED PRIOR TO AFTER
SELLING STOCKHOLDERS OWNED HEREBY OFFERING(1) SALE(1)
- -------------------- ------- ------- ------------- -------------
<S> <C> <C> <C> <C>
Eric Collington, Ph.D....................... 72,476(2) 34,990 * *
Charmaine Quarterman, Ph.D.................. 41,550(3) 17,000 * *
John Slack, Ph.D............................ 181,899(4) 34,990 * *
</TABLE>
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* Represents ownership of less than 1% of the outstanding shares of OSI's
common stock.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock subject
to stock options and warrants currently exercisable, or exercisable within
60 days are deemed beneficially owned by the person holding such options and
warrants. The percent of the outstanding shares of OSI's common stock for
any person or group who as of December 31, 1999, beneficially owned any
shares pursuant to options which are exercisable within 60 days of December
31, 1999, is calculated assuming all such options have been exercised in
full and adding the number of shares subject to such options to the total
number of shares issued and outstanding on December 31, 1999 for each
individual.
(2) Consists entirely of shares that may be acquired at or within 60 days of
December 31, 1999 pursuant to the exercise of outstanding options.
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(3) Includes 37,102 shares that may be acquired at or within 60 days of December
31, 1999 pursuant to the exercise of outstanding options.
(4) Includes 72,476 shares that may be acquired at or within 60 days of December
31, 1999 pursuant to the exercise of outstanding options. Also includes
12,798 shares held in trust for the benefit of Dr. Slack's children.
3. The following Risk Factors should replace the Risk Factors on pages 3 to
12 of the Prospectus:
We desire to take advantage of the "Safe Harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and of Section 21E and Rule 3b-6 under
the Securities Exchange Act of 1934, as amended. Specifically, we wish to alert
readers that the following important factors, as well as other factors
including, without limitation, those described elsewhere in reports we have
filed with the SEC, could in the future affect, and in the past have affected,
our actual results and could cause our results for future periods to differ
materially from those expressed in any forward-looking statements made by or on
behalf of OSI. We assume no obligation to update these forward-looking
statements.
ALTHOUGH WE HAVE POTENTIAL PRODUCTS THAT APPEAR TO BE PROMISING AT EARLY
STAGES OF DEVELOPMENT, ALL OF OUR PRODUCTS WILL REQUIRE SIGNIFICANT RESEARCH AND
DEVELOPMENT AND MAY NOT REACH THE MARKET FOR A NUMBER OF REASONS.
Potential products may be found ineffective or cause harmful side effects
during pre-clinical testing or clinical trials, fail to receive necessary
regulatory approvals, be difficult to manufacture on a large scale, be
uneconomical to produce, fail to achieve market acceptance or be precluded from
commercialization by proprietary rights of third parties. There is no guarantee
that we or our collaborative partners' product development efforts will be
successfully completed, that required regulatory approvals will be obtained or
that any products, if introduced, will be successfully marketed or achieve
customer acceptance.
To date, we have generated no revenue from the sale of pharmaceutical
products, except for CP-358,774, with respect to which Pfizer has completed
Phase I safety and toxicity studies and has initiated Phase II clinical trials,
and CP-609,754 for which Pfizer has opened an investigational new drug
application for Phase I clinical trials, all of the lead compounds in our small
molecule drug discovery programs are in either a discovery or pre-clinical
evaluation phase. Any products resulting from our development programs are not
expected to be commercially available for several years, if at all.
Our live-cell assays are novel as a drug discovery method and have not yet
been shown to be successful in the development of any commercialized drug.
Furthermore, our drug discovery assays are focused on several target genes and
other molecular targets, the functions of many of which have not yet been fully
determined. Our live-cell assay technology may not result in lead compounds that
will be safe and useful. Development of new pharmaceutical products is highly
uncertain. Consequently, our drug discovery technology may not result in any
commercially successful products.
FAILURE TO OBTAIN REQUIRED GOVERNMENTAL APPROVALS WILL DELAY OR PRECLUDE
OUR PARTNERS FROM MARKETING DRUGS DISCOVERED OR DEVELOPED BY US OR LIMIT THE
COMMERCIAL USE OF THESE PRODUCTS.
Prior to marketing by a collaborative partner, any new drug discovered by
us must undergo an extensive regulatory approval process in the United States
and other countries. This regulatory process, which includes pre-clinical
testing and clinical trials of each compound to establish its safety and
efficacy, can take many years and require the expenditure of substantial
resources. Moreover, data obtained from pre-clinical and clinical activities are
susceptible to varying interpretations that could delay, limit or prevent
regulatory approval.
Even if we obtain regulatory approval, a marketed product and its
manufacturer are subject to continuing review, including post-marketing
surveillance. Discovery of previously unknown problems with our product or its
manufacturer may have a negative effect on our business, financial condition and
results of operations, including the withdrawal of the product from the market.
Violations of regulatory requirements at any stage may result in various
unfavorable consequences to us, including the Food and Drug Administration's, or
FDA's, delay in approving or its refusal to approve a product, withdrawal of an
approved product from the
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market and the imposition of criminal penalties against the manufacturer and the
new drug application holder. Although Pfizer submitted an investigational new
drug application to the FDA with respect to the epidermal growth factor receptor
inhibitor CP-358,774 and CP-609,754 for farnesylation, we have not submitted an
investigational new drug application for any product candidate, and no product
candidate has been approved for commercialization in the United States or
elsewhere. We intend to file investigational new drug applications for product
candidates in our internal proprietary programs, but to rely on our partners to
file investigational new drug applications in our collaborative programs. No
assurance can be given that we or any of our collaborative partners will be able
to conduct clinical testing or obtain the necessary approvals from the FDA or
other regulatory authorities for any products.
IF WE CONTINUE TO INCUR SUBSTANTIAL LOSSES AS WE HAVE EXPERIENCED SINCE
INCEPTION, WE MAY NEVER ACHIEVE PRODUCT REVENUES OR PROFITABILITY WHICH MAY
CAUSE THE VALUE OF OUR COMMON STOCK TO DECREASE.
We have had net operating losses since our inception in 1983. At September
30, 1999, our accumulated deficit was approximately $65.6 million. The net
income recorded for fiscal quarter ended December 31, 1999 is not indicative of
our expected future results. They are a result of two non-recurring events
including a one-time technology access fee from a collaborative partner and a
gain from the sale of our diagnostics business. Our losses have resulted
principally from costs incurred in research and development, and from general
and administrative costs associated with our operations. These costs have
exceeded our revenues, which to date have been generated principally from
collaborative research agreements.
We expect to incur substantial additional operating expenses over the next
several years as a result of increases in our expenses for research and
development, including enhancements in our drug discovery technologies and with
respect to our internal proprietary projects. If we do not obtain additional
third party funding for these expenses, we expect that the expenses will result
in increased losses from operations. We do not expect to generate revenues from
the sale of our small molecule products for several years.
IF WE OR OUR COLLABORATIVE PARTNERS DO NOT SUCCESSFULLY DEVELOP,
COMMERCIALIZE, MANUFACTURE AND MARKET PRODUCT CANDIDATES, WE MAY NEVER ACHIEVE
PRODUCT REVENUES OR PROFITABILITY.
Our future profitability depends, in part, on:
- collaborative partners obtaining regulatory approval for products derived
from our collaborative research efforts;
- collaborative partners successfully producing and marketing products
derived from technology or rights licensed from us; and
- entering into agreements for the development, commercialization,
manufacture and marketing of any products derived from our internal
proprietary programs.
Our future capital requirements will depend on many factors, which include:
- continued scientific progress in our research and development programs;
- size and complexity of our research and development programs;
- progress of pre-clinical testing and early stage clinical trials;
- time and costs involved in obtaining regulatory approvals for our product
candidates;
- costs involved in filing, prosecuting, defending and enforcing patent
claims and other intellectual property rights;
- competing technological and market developments;
- establishment of additional collaborative arrangements;
- costs of manufacturing arrangements;
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- costs of commercialization activities; and
- costs of product in-licensing and strategic acquisitions, if any.
We intend to seek additional funding through arrangements with corporate
collaborators and may seek additional funding through public or private sales of
our securities, including equity securities. Additional funding may not be
available on reasonable or acceptable terms, if at all. Furthermore, any
additional equity financings would be dilutive to our stockholders. If adequate
funds are not available, we may be required to curtail significantly one or more
of our research and development programs or obtain funds through arrangements
with collaborative partners or others that may require us to relinquish our
rights to a number of our technologies or product candidates. If funding from
one or more of our collaborative programs were reduced or terminated, we would
be forced to devote additional internal resources to product development, scale
back or terminate selected development programs or seek alternative
collaborative partners.
OUR PRODUCTS MAY BE SUBJECT TO DELAYS IN MANUFACTURE IF COLLABORATIVE
PARTNERS OR OUTSIDE CONTRACTORS GIVE OTHER PRODUCTS GREATER PRIORITY THAN OUR
PRODUCTS.
The manufacture of our candidate products for clinical trials and the
manufacture of resulting products for commercialization purposes are subject to
current good manufacturing practices regulations promulgated by the FDA. We rely
on collaborative partners or outside contractors to manufacture our products in
their FDA-approved manufacturing facilities. Our collaborative agreements allow
our collaborative partners significant discretion in electing to pursue or not
to pursue the activities upon which it relies. We cannot control the amount and
timing of resources our collaborative partners devote to our programs or
potential products. Our products may be in competition with other products for
priority of access to these facilities. For this and other reasons, there can be
no assurance that our collaborative partners will manufacture our products in an
effective or timely manner. If not performed in a timely manner, the clinical
trial development of our product candidates or their submission for regulatory
approval could be delayed, and our ability to deliver products on a timely basis
could be impaired or precluded. We may not be able to enter into any necessary
third-party manufacturing arrangements on acceptable terms if at all. Our
current dependence upon others for the manufacture of our products could
negatively affect our future profit margin, if any, and our ability to
commercialize products on a timely and competitive basis.
OUR LIMITED EXPERIENCE IN CONDUCTING CLINICAL TRIALS AND RELIANCE ON THE
PHARMACEUTICAL COMPANIES WITH WHICH WE COLLABORATE FOR CLINICAL DEVELOPMENT AND
REGULATORY APPROVALS MAY CAUSE DELAYS, TERMINATIONS OR SETBACKS IN OUR BUSINESS.
To date, only two product candidates have entered clinical trials in our
small molecule drug discovery operations. Only one of the compounds discovered
using our small molecule discovery technology has been proven safe in humans and
none have yet demonstrated efficacy. Our failure to increase the number of
product candidates eligible for clinical trials and unsuccessful completion of
clinical trials in the future could negatively affect our business, condition
and results of operation.
IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, OUR ABILITY
TO DEVELOP AND COMMERCIALIZE OUR TECHNOLOGY AND PRODUCTS WILL BE SEVERELY
LIMITED.
Our success depends, in part, on our ability or our collaborative partners'
ability to:
- obtain patent protection for product candidates;
- maintain trade secret protection; and
- operate without infringing on the proprietary rights of third parties.
The degree of future protection for our proprietary rights will remain
uncertain if:
- our pending patent applications are not approved for any reason;
- we are unable to develop additional proprietary technologies that are
patentable; or
- patents issued do not provide us with a competitive advantage.
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Furthermore, third parties may:
- independently develop similar or alternative technologies;
- duplicate some or all of our technologies;
- design around our patented technologies if patents are issued to us; and
- challenge issued patents.
WE MAY INCUR SUBSTANTIAL COSTS PROTECTING OUR PROPRIETARY RIGHTS OR
DEFENDING AGAINST CHARGES OF INFRINGEMENT OF OTHER'S PROPRIETARY RIGHTS.
We are seeking to license to other companies rights to practice under our
gene transcription patent estate. We believe technology and practices covered by
these patents are in widespread use in the pharmaceutical and biotechnology
industries. To date, we have granted four licenses to use our gene transcription
patent. If other pharmaceutical and biotechnology firms which use our patented
technology are not willing to negotiate license arrangements with us on
reasonable terms, we may have to choose between (i) abandoning our licensing
strategy or (ii) initiating legal proceedings against those firms. Legal action,
including patent infringement litigation, is extremely costly. Consequently, our
strategy to commercialize our gene transcription patent estate through licensing
may not be successful.
IF WE ARE UNABLE TO MAINTAIN OR ENTER INTO ARRANGEMENTS WITH COLLABORATIVE
PARTNERS, OUR ABILITY TO PROCEED WITH RESEARCH AND DEVELOPMENT PROGRAMS,
MANUFACTURING AND THE SALE OF OUR PRODUCT CANDIDATES WILL BE SEVERELY LIMITED.
Our business strategy and limited resources require us to enter into
collaborative arrangements with various research partners. We are largely
dependent on our collaborative partners for:
- pre-clinical testing;
- clinical development;
- regulatory approval;
- manufacturing and marketing products;
- compound libraries;
- patent protection and proprietary technology; and
- funding.
Like many small biopharmaceutical companies, our business strategy includes
funding from larger pharmaceutical companies that we collaborate with to support
our research and development programs and the commercialization of our product
candidates. In trying to attract partners to collaborate with, we face serious
competition from other small biopharmaceutical companies as well as in-house
research and development staffs of larger pharmaceutical companies. Failure to
enter into collaborative agreements on acceptable terms could negatively affect
our business, financial condition and results of operation.
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IF ANY OF OUR COLLABORATIVE PARTNERS BREACH OR TERMINATE THEIR AGREEMENTS
WITH US OR OTHERWISE FAIL TO CONDUCT OUR COLLABORATIVE ACTIVITIES SUCCESSFULLY
IN A TIMELY MANNER, OUR PRE-CLINICAL OR CLINICAL DEVELOPMENT OF PRODUCT
CANDIDATES, COMMERCIALIZATION OF PRODUCT CANDIDATES, OR RESEARCH AND DEVELOPMENT
PROGRAMS WOULD BE DELAYED OR TERMINATED.
We face potential problems with our collaborative partners which could
affect our success including:
- competition with our collaborators;
- potential disputes with collaborators concerning ownership rights to
developed technology;
- short term of collaborative agreements which may require their renewal;
- delays; and
- consolidations of pharmaceutical companies.
Our success depends, in large part, on the efforts of our collaborative
partners. Potential disagreements between us and collaborators, such as disputes
over ownership rights to any technology developed together, could lead to
litigation and costly delays in the collaborative research and development
programs and the commercialization of product candidates.
BECAUSE WE GENERALLY AGREE NOT TO CONDUCT INDEPENDENTLY, OR WITH ANY THIRD
PARTY, ANY RESEARCH THAT IS COMPETITIVE WITH THE RESEARCH CONDUCTED UNDER OUR
COLLABORATIVE PROGRAMS, OUR COLLABORATIVE RELATIONSHIPS MAY HAVE THE EFFECT OF
LIMITING THE AREAS OF RESEARCH WE MAY PURSUE.
Under our collaborative research agreements with most of our partners, we
are prohibited, during the terms of the agreements, from pursuing or sponsoring
research aimed at the discovery of drugs which are the subject of the
collaborations. Our collaborative partners, however, may develop, either alone
or with others, products that are similar to or competitive with the products or
potential products that are the subject of our collaborations with such
partners. Any such competition may lead to the withdrawal by our collaborative
partners of support for our product candidates, which would likely impair our
business, financial condition and results of operations.
BECAUSE ALL OF OUR COLLABORATIVE PROGRAMS WITH PHARMACEUTICAL COMPANIES
HAVE TERMS OF SIX OR FEWER YEARS, WHICH IS GENERALLY LESS THAN THE PERIOD
REQUIRED FOR THE DISCOVERY, CLINICAL DEVELOPMENT AND COMMERCIALIZATION OF MOST
DRUGS, THE CONTINUATION OF OUR DRUG DISCOVERY AND DEVELOPMENT PROGRAMS IS
DEPENDENT ON THE PERIODIC RENEWAL OF OUR COLLABORATIVE ARRANGEMENTS.
All of our collaborative research agreements may be terminated under
various circumstances. Some of our collaborative research agreements provide
that, upon the expiration of a specified period after execution of the
agreement, our collaborative partners have the right to terminate the agreement
on short notice without cause. The termination or non-renewal of any
collaborative relationship could impede our research and development efforts.
CONSOLIDATIONS AMONG COMPANIES WITH WHICH WE ARE ENGAGED IN COLLABORATIVE
RESEARCH CAN RESULT IN THE DIMINUTION OR TERMINATION OF, OR DELAYS IN, ONE OR
MORE OF OUR COLLABORATIVE PROGRAMS.
In 1995, the pharmaceutical operations of three companies with which we had
collaborative research agreements, Hoechst AG, Hoechst Roussel Pharmaceuticals,
Inc. and Marion Merrell Dow Inc., were combined into one entity. This
combination resulted in delays in our collaborative programs with each of the
constituent companies and a reduction in the aggregate funding received by us.
Continued consolidations among large pharmaceutical companies could produce
similar results.
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FAILURE TO ATTRACT, RETAIN AND MOTIVATE SKILLED PERSONNEL AND CULTIVATE KEY
ACADEMIC COLLABORATIONS WILL DELAY OUR PRODUCT DEVELOPMENT PROGRAMS AND RESEARCH
AND DEVELOPMENT EFFORTS.
We are a small company with approximately 200 employees, and our success
depends on our continued ability to attract, retain and motivate highly
qualified management and scientific personnel and on our ability to develop and
maintain collaborative relationships with leading academic institutions and
scientists. In particular, our product development programs depend on our
ability to attract and retain highly skilled chemists and clinical development
personnel for whom competition is intense. The loss of any of these personnel,
in particular, Colin Goddard, our Chief Executive Officer, could prevent us from
achieving our research and development objectives. We do not know if we will be
able to attract, retain or motivate personnel.
IF THE CONTINUING EFFORTS OF GOVERNMENT AND THIRD-PARTY PAYORS TO CONTAIN
OR REDUCE THE COSTS OF HEALTH CARE SUCCEED, THE PRICE THAT WE OR ANY OF OUR
COLLABORATIVE PARTNERS OR OTHER LICENSEES WILL RECEIVE FOR ANY DRUGS DISCOVERED
OR DEVELOPED IN THE FUTURE MAY DECREASE SIGNIFICANTLY.
In foreign markets, pricing and profitability of prescription
pharmaceuticals are subject to government control. In the United States, we
expect a number of federal and state proposals to implement similar government
control. In addition, increasing emphasis on managed care in the United States
will continue to put pressure on the pricing of pharmaceutical products. To the
extent that cost control initiatives have a negative effect on our collaborative
partners, our ability to commercialize our products and to realize royalties may
also be negatively affected.
IF WE OR OUR COLLABORATIVE PARTNERS ARE REQUIRED TO OBTAIN LICENSES FROM
OTHERS, OUR ROYALTIES ON ANY COMMERCIALIZED PRODUCTS COULD BE REDUCED.
The extent to which efforts by other researchers have resulted or will
result in patents and the extent to which we or our collaborative partners are
forced to obtain licenses from others, if available, is currently unknown. In
the case where we or our collaborative partners must obtain licenses from third
parties, fees must be paid for such licenses. These fees would reduce the
royalties we may receive on commercialized products.
THE USE OF ANY OF OUR POTENTIAL PRODUCTS IN CLINICAL TRIALS AND THE SALE OF
ANY APPROVED PRODUCTS MAY EXPOSE US TO LIABILITY CLAIMS RESULTING FROM THE USE
OF PRODUCTS OR PRODUCT CANDIDATES.
Consumers, pharmaceutical companies including our collaborative partners,
or others may make product liability claims against us. We do not independently
maintain product liability insurance coverage for claims arising from the use of
our products in clinical trials. Insurance coverage is becoming increasingly
expensive, and no assurance can be given that we will be a named insured with
respect to trials underway by our collaborative partners or others or obtain
insurance in the future at a reasonable cost or in sufficient amounts to protect
us. Our inability to obtain adequate liability insurance, or a successful
product liability claim or series of claims brought against us, could negatively
impact our business, financial condition and results of operations.
IF OUR COMPETITORS SUCCEED IN DEVELOPING PRODUCTS THAT ARE MORE EFFECTIVE
THAN OUR OWN, OUR PRODUCTS MAY BE RENDERED OBSOLETE OR NONCOMPETITIVE.
We face significant competition from industry participants who are pursuing
the same technologies as we and from organizations that are pursuing
pharmaceutical products that are competitive with our potential products. Most
of the organizations competing with us have greater capital resources, larger
research and development staffs and facilities, and more extensive experience in
drug discovery and development, obtaining regulatory approval and pharmaceutical
product manufacturing and marketing than we do. Our major competitors include
fully integrated pharmaceutical companies, such as Merck & Co., Inc., Glaxo
Wellcome Inc. and SmithKline Beecham plc, that have extensive drug discovery
efforts and are developing novel small molecule pharmaceuticals, as well as
numerous smaller companies. Companies pursuing different but related fields also
present significant competition for us. For example, research efforts with
respect to gene sequencing and mapping are identifying new and potentially
superior target genes.
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IF OUR COMPETITORS SUCCEED IN DEVELOPING TECHNOLOGIES THAT ARE MORE
EFFECTIVE THAN OUR OWN, OUR TECHNOLOGIES OR PRODUCTS PRODUCED THEREFROM MAY BE
RENDERED OBSOLETE OR NONCOMPETITIVE.
Biotechnology and related pharmaceutical technology have undergone rapid
and significant change. We expect that the technology associated with our
research and development programs will continue to develop rapidly. Our future
success will depend in large part on our ability to maintain a competitive
position with respect to this technology. Rapid technological development by us
or others may result in compounds, products or processes becoming obsolete
before we recover any expenses incurred to develop a compound, product or
process.
THE MARKET PRICES FOR SECURITIES OF BIOTECHNOLOGY AND PHARMACEUTICAL
COMPANIES HAVE HISTORICALLY BEEN HIGHLY VOLATILE, AND THE MARKET HAS FROM TIME
TO TIME EXPERIENCED SIGNIFICANT PRICE AND VOLUME FLUCTUATIONS THAT ARE UNRELATED
TO THE OPERATING PERFORMANCE OF PARTICULAR COMPANIES.
The following factors may have a negative effect on our stock price:
- fluctuations in operating results;
- announcements of technological innovations or new therapeutic products by
others;
- clinical trial results;
- developments concerning strategic alliance agreements;
- government regulation;
- developments in patent or other proprietary rights;
- public concern as to the safety of our drugs;
- future sales of substantial amounts of our common stock by existing
stockholders; and
- comments by securities analysts and general market conditions.
The realization of any of the risks described in these "Risk Factors" could
cause our stock price to fall dramatically.
OUR CORPORATE GOVERNANCE DOCUMENTS, AND STATE LAW, PROVIDE CERTAIN
ANTI-TAKEOVER MEASURES WHICH WILL DISCOURAGE CERTAIN TYPES OF TRANSACTIONS
INVOLVING AN ACTUAL OR POTENTIAL CHANGE IN CONTROL OF THE COMPANY.
Under our Certificate of Incorporation, our Board of Directors has the
authority, without further action by the stockholders, to fix the rights and
preferences of, and issue shares of, Preferred Stock. In January 1999, we
adopted a Shareholders Rights Plan, commonly referred to as a "Poison Pill."
Further, we are subject to Section 203 of the Delaware General Corporation Law
which, subject to certain exceptions, restricts certain transactions and
business combinations between a corporation and a stockholder owning 15% or more
of the corporation's outstanding voting stock for a period of three years from
the date the stockholder becomes an interested stockholder.
The date of this Prospectus Supplement is March 3, 2000.
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