Item 8.01. Other Events
On
Forward-looking statements
This Current Report on Form 8-K, and the documents to which the Company refers
you in this communication, contains not only historical information, but also
forward-looking statements made pursuant to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements represent the Company's expectations or beliefs concerning future
events, including the timing of the transaction and other information relating
to the transaction. Forward-looking statements include information concerning
possible or assumed future results of operations of the Company, the expected
completion and timing of the transaction and other information relating to the
transaction. Without limiting the foregoing, the words "believes,"
"anticipates," "plans," "expects," "intends," "forecasts," "should,"
"estimates," "contemplate," "future," "goal," "potential," "predict," "project,"
"projection," "may," "will," "could," "should," "would," "assuming" and similar
expressions are intended to identify forward-looking statements. You should read
statements that contain these words carefully. They discuss the Company's future
expectations or state other forward-looking information and may involve known
and unknown risks over which the Company has no control. Those risks include,
(i) the risk that the transaction may not be completed in a timely manner or at
all, which may adversely affect the Company's business and the price of the
common stock of the Company, (ii) the failure to satisfy the conditions to the
consummation of the transaction, (iii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the Merger
Agreement, (iv) the risk that the definitive Merger Agreement may be terminated
in circumstances that require the Company to pay a termination fee; (v) risks
regarding the failure to obtain the necessary financing to complete the Merger,
(vi) the effect of the announcement or pendency of the transaction on the
Company's business relationships, operating results and business generally,
(vii) risks that the proposed transaction disrupts current plans and operations,
(viii) risks related to diverting management's attention from the Company's
ongoing business operations, and (ix) the outcome of any legal proceedings that
may be instituted against the Company related to the Merger Agreement or the
transaction. Forward-looking statements speak only as of the date of this
communication or the date of any document incorporated by reference in this
document. Further risks that could cause actual results to differ materially
from those matters expressed in or implied by such forward-looking statements
are described in the Company's
--------------------------------------------------------------------------------
© Edgar Online, source