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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-41509
PROSPECTUS
________________________________________________________________________________
AURA SYSTEMS, INC.
COMMON STOCK
________________________________________________________________________________
This Prospectus relates to the resale by the Selling Stockholders
identified herein of (i) an aggregate of 6,834,473 shares of Common Stock, $.005
par value ("Common Stock") of Aura Systems, Inc. ("Aura" or the "Company") which
may be acquired by the Selling Stockholders upon the exercise of outstanding
warrants at exercise prices ranging from $2.50 to $4.00 per share, subject to
adjustment (the "Warrants"); and (ii) an indeterminate number of shares,
initially 3,289,474 shares, which may be acquired by one of the Selling
Stockholders upon conversion of the Company's Convertible Debentures (the
"Debentures"); which are being offered for the account of the Selling
Stockholders named herein. See "Selling Stockholders and Plan of Distribution."
Although the Company will receive proceeds from the exercise of outstanding
Warrants from time to time if and when they are exercised, the Company will not
receive any of the proceeds from the sale of shares by the Selling Stockholders
offered hereby.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS," AT PAGE FOUR, FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The Common Stock of the Company is traded on the Nasdaq National Market
under the symbol "AURA". On December 24, 1997, the last reported sales price
for Aura's Common Stock on the Nasdaq National Market was $3.66.
The date of this Prospectus is December 29, 1997
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AVAILABLE INFORMATION
Aura is subject to the informational reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Regional Offices located at 7 World Trade Center, New
York, New York 10048 and Northwestern Atrium Center, 500 W. Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission also
maintains a Web site on the Internet, http://www.sec.gov, that also contains
such reports, proxy statements and other information filed by the Company.
The Company has filed with the Commission a Registration Statement
(together with all amendments and exhibits, the "Registration Statement") on
Form S-3 under the Securities Act of 1933 (the "Securities Act") with respect to
the Common Stock offered pursuant to this Prospectus. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
agreement or other document referred to herein are not necessarily complete and
reference is made to the copy of such agreement or other reference is made to
the Registration Statement and to the exhibits and schedules filed therewith.
Copies of the material containing this information may be obtained from the
Commission upon payment of the prescribed fee.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, all of which are previously filed with the
Commission pursuant to the Securities Exchange Act of 1934, are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997 ("1997 Form 10-K"); (ii)
the Company's Quarterly Reports on Form 10-Q for the quarters ended May 31,
1997, and August 31, 1997; and (iii) the Company's Form 8-K dated November 12,
1997; and (iv) the Company's Proxy Statement dated August 8, 1997.
All other reports and documents filed by the Company subsequent to the
date of this Prospectus pursuant to Sections 13(a), 13(c), and 14 or 15(d) of
the Exchange Act prior to the termination of the offering of the Common Stock
covered by this Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of those
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that such statement is modified or
replaced by a statement contained in this Prospectus or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference into this Prospectus. Any such statement so modified or superseded
shall not be deemed, except as so modified or replaced, to constitute a part of
this Prospectus. The Company will provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon the written request of any
such person, a copy of any or all of the documents referred to above that have
been or may be incorporated in this Prospectus by reference, other than exhibits
to such documents. Written requests for such copies should be directed to
Steven C. Veen, Senior Vice President and Chief Financial Officer, Aura Systems,
Inc., 2335 Alaska Avenue, El Segundo, California 90245, (310) 643-5300.
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SUMMARY
This Prospectus, which includes the documents incorporated herein,
contains forward-looking statements that involve risk and uncertainties. The
Company's actual results could differ materially from those anticipated in such
forward-looking statements as a result of certain factors, including those set
forth under "Risk Factors" and elsewhere in this Prospectus. The following
summary is qualified in its entirety by reference to the more detailed
information and financial statements (including the notes thereto) appearing
elsewhere in this Prospectus, including the documents incorporated herein. An
investment in the shares of the Common Stock offered hereby involves a high
degree of risk. Prospective investors should carefully consider the factors
discussed under "Risk Factors."
THE COMPANY
Aura Systems, Inc. ("Aura" or the "Company") is engaged in the
development, commercialization and sales of products, systems and components
using its patented and proprietary electromagnetic and electro-optical
technology, as well as the sale of other products which do not utilize this
technology, such as sound cards, CD ROMs, multimedia kits, modems, and computer
monitors. The Company's proprietary and patented technology is being developed
for use in systems and products for commercial, industrial, consumer and
government use. To date, a combination of Aura funds and commercial and
governmental development contracts have been utilized in the process of
developing product applications.
In 1996 the Company merged its operations into four operating divisions:
(1) AuraSound, which manufactures and sells professional and consumer sound
systems and components and interactive products, including speakers, amplifiers,
Bass Shakers, and sound cards; (2) NewCom, which manufacturers or packages for
sale, and distributes computer related products, including CD ROM drives,
modems, computer speakers, monitors, sound cards and multimedia kits; (3)
Automotive and Industrial, which is commercializing products with automotive and
industrial applications, including AuraGen and EVA; and (4) Display Systems,
which is commercializing Aura's actuated mirror array technology in consumer and
commercial display systems for use in televisions, computer displays and
theaters. In September 1997 Aura's NewCom subsidiary completed its initial
public offering, with Aura owning 72% of NewCom following completion of the
public offering.
References herein to the "Company" or "Aura" include Aura and its
subsidiaries, unless the context indicates otherwise. The Company's
headquarters are located at 2335 Alaska Avenue, El Segundo, California 90245,
and its telephone number is (310) 643-5300.
RISK FACTORS
See "Risk Factors" for a discussion of certain factors that investors
should consider carefully in evaluating an investment in the Common Stock
offered hereby. These risk factors include, among other things, a history of
operating losses, the continuing need for additional capital, competition and
other factors.
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RISK FACTORS
THE SHARES OF AURA'S COMMON STOCK MUST BE CONSIDERED A SPECULATIVE
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INVESTMENT INVOLVING A HIGH DEGREE OF RISK. IN ADDITION TO OTHER INFORMATION
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CONTAINED IN THIS PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER
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THE FOLLOWING FACTORS IN EVALUATING THE COMPANY AND ITS BUSINESS BEFORE
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INVESTING IN THE SHARES OF COMMON STOCK OFFERED HEREBY.
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HISTORY OF LOSSES; SIGNIFICANT ACCUMULATED DEFICIT; POSSIBILITY OF FUTURE LOSSES
The Company and its predecessors on a consolidated basis have recognized
net losses in each fiscal year to date. The Company has incurred cumulative
losses in each fiscal year to date and has an accumulated deficit through August
31, 1997 of approximately $70 million. Although the Company achieved a profit
for the six months ended August 31, 1997, of $0.6 million, there can be no
assurance that Company will remain profitable or that its activities or
operations will be successful. In addition, because the Company's efforts have
been directed towards product development and the introduction of new products
in the recent past, revenues and operating results have been uneven and may
continue to be so during Fiscal 1998 and beyond.
GENERAL NEED FOR ADDITIONAL CAPITAL; NO ASSURANCE IT WILL BE AVAILABLE
The cash flow generated from the Company's operations to date has not
been sufficient to fund its working capital needs. The Company has relied upon
external sources of financing to maintain its liquidity, principally private and
bank indebtedness and equity financing. The Company expects to fund any
operating shortfall in Fiscal 1998 from cash on hand and available credit
facilities, and expects to continue to seek external sources of capital such as
debt and equity financing. There are no assurances that such funds will be
available at the times or in the amounts required by the Company. In the event
any such financing involves the issuance of equity securities, existing
stockholders may suffer dilution in net tangible book value per share. The
unavailability of funds could have a material adverse effect on the Company's
financial statements, results of operations and ability to expand its
operations.
HIGHLY COMPETITIVE INDUSTRIES; RAPID TECHNOLOGICAL CHANGE
The industries in which the Company operates are extremely competitive
and characterized by rapid technological change. Many of its competitors have
substantially greater financial resources than the Company, spend considerably
larger sums than the Company on research, new product development and marketing,
and have long-standing customer relationships. Furthermore, the Company must
compete with many larger and better established companies in the hiring and
retention of qualified personnel. Although the Company believes it has certain
technological advantages over its competitors, realizing and maintaining such
advantages will require the Company to develop customer relationships and will
depend on market acceptance of its products. Future revenues and profits will
be dependent to a large extent on the introduction of new products. Competitive
pressures could reduce market acceptance of the Company's products, and there
can be no assurance the Company will have the financial resources, technical
expertise or marketing and support capabilities to compete successfully in the
future.
PROTECTION OF PATENTS AND PROPRIETARY TECHNOLOGY
The Company protects its proprietary technology by means of patent
protection, trade secrets and unpatented proprietary know-how. No assurance can
be given that pending or future patent applications will issue as patents or
that any patents which have been or may be issued will provide the Company with
adequate protection with respect to the covered products or technology.
Moreover, a portion of the Company's proprietary technology is dependent upon
unpatented trade secrets and know-how. Although the Company enters into
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confidentiality agreements with individuals and companies having access to
proprietary technology whenever practicable, such agreements may not provide
meaningful protection for this technology in the event of any unauthorized use
or disclosure of such know-how. Further, in cases where patent protection does
not exist, the Company may be exposed to competitors who independently develop
substantially equivalent technology or otherwise gain access to the Company's
trade secrets, know-how or other proprietary information.
DEPENDENCE UPON THIRD PARTY MANUFACTURERS
The Company currently has limited capability to manufacture its proposed
products or certain of their components by itself on a commercial scale, and
relies extensively on subcontracts with third party manufacturers and joint
ventures for such products and components. The use of third party manufacturers
increases the risk of delay of shipments to its customers and increases the risk
of higher costs if the Company's manufacturers are not available when required.
SHARES ELIGIBLE FOR FUTURE SALE
Future sales of Common Stock in the public market by stockholders (and
future issuances of Common Stock upon the exercise of options, warrants, or
convertible debt) may adversely affect the market price of the Company's stock.
For example, pursuant to outstanding registration statements on file with the
Commission a total of approximately 13,000,000 shares of Common Stock issuable
upon the exercise of outstanding warrants and options are eligible for future
resale in the public market. Approximately 3,289,474 shares, subject to
adjustment, will become eligible for resale upon the conversion of the
Debentures which are convertible into shares of Common Stock.
ABSENCE OF DIVIDENDS
The Company has never paid cash dividends on its Common Stock and does
not expect to pay any cash dividends in the foreseeable future. The Company
currently intends to retain any future earnings for use in its business.
EFFECT OF ANTI-TAKEOVER PROVISIONS
The Company is subject to the anti-takeover provisions of Section 203 of
the Delaware General Corporation Law, which prohibits the Company from engaging
in a "business combination" with an "interested stockholder" for a period of
three years after the date of the transaction in which the person first becomes
an "interested stockholder," unless the business combination is approved in a
prescribed manner. The application of Section 203 could also have the effect of
delaying or preventing a change in control of the Company.
FORWARD-LOOKING STATEMENTS
When used in this Prospectus and the documents incorporated herein by
reference, the words "believes," "anticipates," "expects" and similar
expressions are intended to identify, in certain circumstances, forward-looking
statements. Such statements are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those projected,
including the risks described in this "Risk Factors" section. Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on such statements. The Company also undertakes no obligation to update these
forward-looking statements.
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
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All of the shares of Common Stock of the Company covered by this
Prospectus are being sold for the account of the selling stockholders named in
the table below under "Shares of Common Stock Offered by Selling Stockholders
(the "Selling Stockholders"). 6,834,473 shares are being offered by the Selling
Stockholders upon the exercise of outstanding, unexercised Warrants consist of
the following: (i) 496,563 shares issuable upon exercise of outstanding Warrants
at an exercise price of $2.69 per share; (ii) 2,250,000 shares issuable upon
exercise of outstanding Warrants at $2.50 per share, subject to adjustment;
(iii) 3,619,910 shares issuable upon exercise of outstanding Warrants at $2.85
per share; (iv) 218,000 shares issuable upon exercise of outstanding Warrants at
$3.00 per share; and (v) 250,000 shares issuable upon exercise of outstanding
Warrants at $4.00 per share. An indeterminate number of shares, 3,289,474 shares
as of the date of this Prospectus, are being offered by a Selling Stockholder
upon the conversion of the Debentures.
The Debentures are initially convertible into shares of Common Stock of
the Company at a conversion price of $3.04 (110% of the average closing bid
price of the Common Stock for the five consecutive trading days ending October
29, 1997). Under certain circumstances, the Company may be required, at the
option of the holder of the Debentures, to prepay the Debentures in accordance
with the terms thereof. In the event the Company fails to prepay the Debentures
within five days of the date fixed for prepayment, the conversion price of the
Debentures for all conversions taking place thereafter will equal the lowest
closing bid price of the Common Stock during the sixty trading day period ending
one day prior to any conversion date.
The shares being offered by the Selling Stockholders or their respective
pledgees, donees, transferees or other successors in interest, may be sold in
one or more transactions (which may involve block transactions) on the Nasdaq
National Market or on such other market on which the Common Stock may from time
to time be trading, in privately-negotiated transactions, through the writing of
options on the shares, short sales or any combination thereof. The sale price
to the public may be the market price prevailing at the time of sale, a price
related to such prevailing market price or such other price as the Selling
Stockholders determine from time to time. The shares may also be sold pursuant
to Section 4(1) of the Securities Act or Rule 144 thereunder.
The Selling Stockholders or their respective pledgees, donees,
transferees or other successors in interest, may also sell the Shares directly
to market makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Brokers acting as agents for the Selling
Stockholders will receive usual and customary commissions for brokerage
transactions, and market makers and block purchasers purchasing the shares will
do so for their own account and at their own risk. It is possible that a
Selling Stockholder will attempt to sell shares of Common Stock in block
transactions to market makers or other purchasers at a price per share which may
be below the then market price. There can be no assurance that all or any of
the shares offered hereby will be issued to, or sold by, the Selling
Stockholders. The Selling Stockholders and any brokers, dealers or agents, upon
effecting the sale of any of the shares offered hereby, may be deemed
"underwriters" as that term is defined under the Securities Act or the Exchange
Act, or the rules and regulations thereunder.
The Selling Stockholders and any other persons participating in the sale
or distribution of the shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any other such person. The foregoing
may affect the marketability of the shares.
The Company has agreed to indemnify the Selling Stockholders, or their
transferees or assignees, against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the Selling Stockholders
or their respective pledgees, donees, transferees or other successors in
interest, may be required to make in respect thereof.
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Listed below are the names of each selling stockholder (the "Selling
Stockholders"), the total number of shares owned and the number of shares to be
sold in this offering by each Selling Stockholder, and the percentage of Common
Stock owned by each Selling Stockholder before and after this Offering:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF SHARES OF
COMMON STOCK TO COMMON STOCK
SHARES OF BE OFFERED FOR OWNED OF
COMMON STOCK SELLING RECORD AFTER
OWNED OF RECORD STOCKHOLDER'S COMPLETION OF
PRIOR TO OFFERING** ACCOUNT** OFFERING
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NAME NUMBER PERCENT NUMBER PERCENT
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<S> <C> <C> <C> <C>
D.H. Capital Ltd. 62,500 * 62,500 *
Glacier Capital Limited 177,188 * 177,188 *
Global Growth Limited 88,594 * 88,594 *
Infinity Emerging
Opportunities Limited 264,655 * 264,655 *
Infinity Investors Limited 1,938,938 2.4% 1,938,938 *
Intercontinental Holding
Co., Ltd. 37,500 * 37,500 *
JNC Opportunity Fund, Ltd. 318,000 * 318,000 *
M.A.G. & Associates, Inc. 37,500 * 37,500 *
J.T. Oxford & Company, Inc. 37,500 * 37,500 *
RGC International
Investors, LDC 6,909,374 8.0% 6,909,374(1) *
Joseph B. LaRocco 6,250 * 6,250 *
Summit Capital
Limited 177,188 * 177,188 *
Settendown Capital 31,250 * 31,250
Zuma Capital Limited 37,500 * 37,500 *
</TABLE>
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*Less than one percent.
**Assumes the exercise of all Warrants and conversion of all Debentures.
(1) The number of shares set forth in the table represents an estimate of the
number of shares of Common
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Stock to be offered by this Selling Stockholder. The actual number of shares
of Common Stock issuable upon conversion of the Debentures and exercise of
the Warrants issued to the Debenture holder in connection therewith (the
"Debenture Warrants") is indeterminate, is subject to adjustment and could
be materially more than such estimated number depending on factors which
cannot be predicted by the Company at this time. The actual number of shares
of Common Stock offered hereby, and included in the Registration Statement
of which this Prospectus is a part, includes such additional number of
shares of Common Stock as may be issued or issuable upon conversion of the
Debenture and exercise of the Debenture Warrants by reason of the floating
rate conversion price mechanism or other adjustment mechanisms described
therein, or by reason of any stock split, stock dividend or similar
transaction involving the Common Stock, in order to prevent dilution, in
accordance with Rule 416 under the Securities Act. Pursuant to the terms of
the Debentures, if the Debentures had been actually converted on the date of
this Prospectus the conversion price would have been $3.04 (110% of the
average closing bid price of the Common Stock for the five consecutive
trading days ending October 29, 1997) at which price the Debentures would
have been converted into approximately 3,289,474 shares of Common Stock.
However, under certain circumstances the conversion price is adjustable. For
example, if the Company fails to prepay the Debentures when required
thereunder, the conversion price is adjusted to equal the lowest closing bid
price of the Common Stock during the 60 trading day period ending one day
prior to the conversion date. Pursuant to the terms of the Debentures and
the Debenture Warrants, the Debentures and Debenture Warrants are
convertible or exercisable by any holder only to the extent that the number
of shares of Common Stock thereby issuable, together with the number of
shares of Common Stock owned by such holder and its affiliates (but not
including shares of Common Stock underlying unconverted and unexercised
portions of the Debentures and Debenture Warrants) would not exceed 4.9% of
the then outstanding Common Stock as determined in accordance with Section
13(a) of the Exchange Act. Accordingly, the number of shares of Common Stock
set forth in the table for this Selling Stockholder exceeds the number of
shares of Common Stock that this Selling Stockholder could own beneficially
at any given time through their ownership of the Debentures. In that regard,
beneficial ownership of this Selling Stockholder set forth in the table is
not determined in accordance with Rule 13d-3 under the Exchange Act.
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DESCRIPTION OF CAPITAL STOCK
As of November 26, 1997, the authorized capital stock of the Company
consisted of 200,000,000 shares of Common Stock, par value $.005 per share, of
which 79,754,786 were issued and outstanding.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. Common stockholders are entitled to
receive such dividends, if any, as may be declared from time to time by the
Board of Directors out of funds legally available therefor. The Common Stock
has no preemptive or conversion rights or other subscription rights and there
are no redemptive or sinking funds provisions applicable to the Common Stock.
All outstanding shares of Common Stock are fully paid and non-assessable, and
all the shares of Common Stock offered by the Company hereby will, when issued,
be fully paid and non-assessable.
ANTI-TAKEOVER PROVISIONS
The Company is subject to Section 203 of the Delaware General Corporation
Law ("Section 203"). In general, Section 203 prohibits certain publicly held
Delaware corporations from engaging in a "business combination" with an
"interested stockholder" for a period of three years following the date of the
transaction in which the person or entity became an interested stockholder,
unless the business combination is approved in a prescribed manner. For
purposes of Section 203, "business combination" is defined broadly to include
mergers, asset sales and other transactions resulting in a financial benefit to
the interested stockholder. An "interested stockholder" is any person or entity
who, together with affiliates and associates, owns (or within the three
immediately preceding years did own) 15% or more of the Company's voting stock.
The provisions of Section 203 requiring a super majority vote to approve certain
corporate transactions could enable a minority of the Company's stockholders to
exercise veto powers over such transactions and could have the effect of
delaying or preventing a change in control of the Company without further action
by the stockholders.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Common Stock is
Interwest Transfer, Salt Lake City, Utah.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of
Common Stock offered hereby will be passed upon for the Company by Guzik &
Associates, Los Angeles, California.
EXPERTS
The consolidated financial statements of the Company and subsidiaries for
the years ended February 28, 1997, February 29, 1996, February 28, 1996,
incorporated by reference in this Prospectus and Registration Statement, have
been audited by Pannell Kerr Forster, independent auditors. Such financial
statements and schedules have been so incorporated in reliance upon such report
given the authority of such firm as experts in accounting and auditing.
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ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of 1933, as amended, with
respect to the Common Stock offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
Common Stock, reference is hereby made to such Registration Statement, exhibit
and schedules. Statements contained in this Prospectus regarding the contents
of any contract or other document are not necessarily complete with respect to
each such contract or document filed as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement shall be deemed qualified in its
entirety by such reference. The Registration Statement, including the exhibits
and schedules thereto, may be inspected without charge at the Commission in
Washington, D.C. and copies of such material may be obtained from such upon
payment of the fees prescribed by the Commission.
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus. If given or made, such information or representation must not be
relied upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or solicitation of an offer to buy any securities
other than the shares of Common Stock to which it relates or an offer or
solicitation to any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither delivery of this Prospectus nor sale
made hereunder shall under any circumstances create an implication that
information contained herein is correct as of any time subsequent to its date.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION........................................ 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............. 2
SUMMARY...................................................... 3
RISK FACTORS................................................. 4
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION................ 6
DESCRIPTION OF CAPITAL STOCK................................. 9
LEGAL MATTERS................................................ 9
EXPERTS...................................................... 9
ADDITIONAL INFORMATION....................................... 10
</TABLE>
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