## Additional issuances of equity securities by us would dilute the ownership of our existing stockholders and could reduce our earnings per share. 

 We may issue securities in the future in connection with acquisitions, strategic transactions or for other purposes. To the extent we issue any additional equity securities (or securities convertible into equity), the ownership of our existing stockholders would be diluted and our earnings per share could be reduced. As of December 31, 2012, there were outstanding warrants to purchase 22,332,623 shares of our common stock. The warrants expire in June and August 2014, and give the holders the right to purchase our common stock at the following prices: $2.41 (5,200,519 shares), $2.52 (460,976 shares), and $2.46 (16,671,128 shares). See  Note 9  of Notes to Consolidated Financial Statements . 

## The issuance of additional shares of our preferred stock or common stock in the future could adversely affect holders of common stock. 

The market price of our common stock may be influenced by any preferred stock we may issue. Our board of directors is authorized to issue additional classes or series of preferred stock without any action on the part of our stockholders. This includes the power to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights and preferences over common stock with respect to dividends or upon the liquidation, dissolution or winding up of the business and other terms. If we issue preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of holders of the common stock or the market price of the common stock could be adversely affected. 

As described in Note 9 of Notes to Consolidated Financial Statements , we issued 18.9 million shares of our common stock in January of 2011 in connection with conversion of our 6.5% Mandatory Convertible Preferred Stock. 

## If a large number of shares of our common stock are sold in the public market, the sales could reduce the trading price of our common stock and impede our ability to raise future capital. 

 We cannot predict what effect, if any, future issuances by us of our common stock or other equity will have on the market price of our common stock. Any shares that we may issue may not have any resale restrictions, and therefore could be immediately sold by the holders. The market price of our common stock could decline if certain large holders of our common stock, or recipients of our common stock, sell all or a significant portion of their shares of common stock or are perceived by the market as intending to sell these shares other than in an orderly manner. In addition, these sales could also impair our ability to raise capital through the sale of additional common stock in the capital markets. 

The provisions in our certificate of incorporation, our by-laws and Delaware law could delay or deter tender offers or takeover attempts that may offer a premium for our common stock. 

Certain provisions in our certificate of incorporation, our by-laws and Delaware law could make it more difficult for a third party to acquire control of us, even if that transaction could be beneficial to stockholders. These impediments include: 

y the classification of our board of directors into three classes serving staggered three-year terms, which makes it more difficult to quickly replace board members; 

y the ability of our board of directors to issue shares of preferred stock with rights as it deems appropriate without stockholder approval; 

y a provision that special meetings of our board of directors may be called only by our chief executive officer or a majority of our board of directors; 

y a provision that special meetings of stockholders may only be called pursuant to a resolution approved by a majority of our board of directors; 

y a prohibition against action by written consent of our stockholders; 

y a provision that our board members may only be removed for cause and by an affirmative vote of at least 80% of the outstanding voting stock; 

y a provision that our stockholders comply with advance-notice provisions to bring director nominations or other matters before meetings of our stockholders; 

y a prohibition against certain business combinations with an acquirer of 15% or more of our common stock for three years after such acquisition unless the stock acquisition or the business combination is approved by our board prior to the acquisition of the 15% interest, or after such acquisition our board and the holders of two-thirds of the other common stock approve the business combination; and 

y a prohibition against our entering into certain business combinations with interested stockholders without the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of voting stock. 

## If we cannot meet the New York Stock Exchange continued listing requirements, the NYSE may delist our common stock. 

Our common stock is currently listed on the NYSE. In the future, if we are not be able to meet the continued listing requirements of the NYSE, which require, among other things, that the average closing price of our common stock be above $1.00 over 30 consecutive trading days, our common stock may be delisted. Our closing stock price on February 21, 2013, was $4.90. 

If we are unable to satisfy the NYSE criteria for continued listing, our common stock would be subject to delisting. A delisting of our common stock could negatively impact us by, among other things, reducing the liquidity and market price of our common stock; reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; decreasing the amount of news and analyst coverage for the Company; and limiting our ability to issue additional securities or obtain additional financing in the future. In addition, delisting from the NYSE might negatively impact our reputation and, as a consequence, our business. 

## ITEM 1B. uNrESolvED STAFF CoMMENTS 

None. 

