As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-37960
(TO PROSPECTUS DATED AUGUST 21, 2000)
6% CONVERTIBLE SUBORDINATED NOTES DUE 2007 AND
THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement relates to the resale by holders of our 6% convertible subordinated notes due March 1, 2007 and the shares of common stock issuable upon the conversion of the notes. This prospectus supplement should be read in conjunction with the prospectus dated August 21, 2000 which is to be delivered with this prospectus supplement.
The information appearing in the table below, as of the date hereof, supplements and supersedes in part the information in the table appearing under the heading "Selling Securityholders" in the prospectus:
Principal Amount of Notes Beneficially Percentage of Notes Number of Shares Percentage of Owned and Outstanding of That May be Common Stock Name Offered Hereby Sold(1) Outstanding Winchester Convertible Plus Ltd. $350,000 * 3,206 * San Diego County Employee's $ 70,000 * 641 * Retirement Association IBM Retirement Plan - High Income $105,000 * 961 * Museum of Fine Arts, Boston $ 20,000 * 183 * University of Rochester $ 20,000 * 183 * Parker-Hannifin Corporation $ 40,000 * 366 * Putnam Convertible Income-Growth $480,000 * 4,397 * Trust Putnam Convertible Opportunities $ 50,000 * 458 * and Income Trust Putnam Asset Allocation $120,000 * 1,099 * Funds-Balanced Portfolio Putnam Asset Allocation $ 80,000 * 732 * Funds-Conservative Portfolio Kentfield Trading, Ltd. -- -- -- --
(1) Assumes conversion of all of the holder's notes at a conversion price of $109.15 per share of common stock. However, this conversion price will be subject to adjustment as described under "Description of Notes--Conversion of Notes." As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.
INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE
CONVERTIBLE INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 9, 2001