Delaware
|
86-0385884
|
(State or Other Jurisdiction of
Incorporation
or
Organization)
|
(I.R.S.
Employer
Identification
Number)
|
10955
Vista Sorrento Parkway
San
Diego, California
|
92130
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Title
of Securities to be Registered
|
Amount
to be Registered (1)
|
Proposed
Maximum Offering Price Per Share
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
Common
Stock, $.03- 1/3 par value per share (including the associated Preferred
Stock Purchase Rights)
|
5,500,000
shares
|
$5.135
(2)
|
$28,242,500
(2)
|
$867.04
|
(1)
|
In
accordance with Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement shall be deemed to cover any additional
securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rules 457(c) and 457(h) of the Securities Act of 1933, as amended,
and
based upon the average of the high and low prices of the Registrant’s
Common Stock as reported on the New York Stock Exchange on August 23,
2007.
|
Signature
|
Title
|
Date
|
/s/
Jonathan S. Huberman
Jonathan
S. Huberman
|
Chief
Executive Officer (Principal Executive Officer); Director
|
August
29, 2007
|
/s/
Preston S. Romm
Preston
S. Romm
|
Vice
President, Finance and Chief Financial Officer (Principal Financial
and
Accounting Officer)
|
August
29, 2007
|
/s/
Stephen N. David
Stephen
N. David
|
Chairman
of the Board
|
August
29, 2007
|
/s/
Robert P. Berkowitz
Robert
P. Berkowitz
|
Director
|
August
29, 2007
|
/s/Reynolds
C. Bish
Reynolds
C. Bish
|
Director
|
August
29, 2007
|
/s/Bruce
B. Darling
Bruce
B. Darling
|
Director
|
August
29, 2007
|
/s/
Margaret L. Hardin
Margaret
L. Hardin
|
Director
|
August
29, 2007
|
/s/
Daniel R. Maurer
Daniel
R. Maurer
|
Director
|
August
29, 2007
|
/s/
John E. Nolan
John
E. Nolan
|
Director
|
August
29, 2007
|
Number
|
Description
|
4.1
(1)
|
Restated
Certificate of Incorporation of the Registrant, as
amended
|
4.2
(1)
|
By-Laws
of the Registrant, as amended
|
4.3
(2)
|
Rights
Agreement dated July 29, 1999 between the Registrant and American
Stock
Transfer and Trust Company, as rights agent
|
Opinion
of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the
Registrant
|
|
Consent
of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit
5)
|
|
Consent
of BDO Seidman, LLP, Independent Registered Public Accounting
Firm
|
|
Power
of Attorney (included on the signature pages of this Registration
Statement)
|
(1)
|
Previously
filed with the Securities and Exchange Commission as an Exhibit to
the
Registrant’s Registration Statement on Form S-8 filed on June 26, 2003
(File No. 333-106525).
|
(2)
|
Previously
filed with the Securities and Exchange Commission as an Exhibit to
the
Registrant’s Registration Statement on Form 8-A filed on August 5, 1999
(File No. 1-12333).
|