OUR CERTIFICATE OF INCORPORATION, OUR BYLAWS AND DELAWARE LAW MAKE IT DIFFICULT
FOR A THIRD PARTY TO ACQUIRE US, DESPITE THE POSSIBLE BENEFIT TO OUR
Provisions of our certificate of incorporation, our bylaws and Delaware law
could make it more difficult for a third party to acquire us, even if doing so
would be beneficial to our stockholders. For example, our certificate of
incorporation provides for a classified board of directors, meaning that only
approximately one-third of our directors will be subject to re-election at each
annual stockholder meeting. Our certificate of incorporation also permits our
Board of Directors to issue one or more series of preferred stock which may have
rights and preferences superior to those of the common stock. The ability to
issue preferred stock could have the effect of delaying or preventing a third
party from acquiring us. These provisions could discourage takeover attempts and
could materially adversely affect the price of our stock.
We have made forward-looking statements in this prospectus. These
statements are subject to risks and uncertainties, and there can be no guarantee
that these statements will prove to be correct. Forward-looking statements
include assumptions as to how we may perform in the future. When we use words
like "seek," "strive," "believe," "expect," "anticipate," "predict,"
"potential," "continue," "will," "may," "could," "intend," "plan" and "estimate"
or similar expressions, we are making forward-looking statements. You should
understand that the following important factors, in addition to those set forth
above or elsewhere in this prospectus, could cause our results to differ
materially from those expressed in our forward-looking statements. These factors
- our reliance on the fees generated by the transaction volume or product
sales of our clients;
- trends in the market for our services;
- trends in e-commerce;
- whether we can continue and manage growth;
- changes in the trend toward outsourcing;
- increased competition;
- effects of changes in profit margins;
- the unknown effects of possible system failures and rapid changes in
- trends in government regulation; and
- our relationship with and separation from Daisytek.
We have based these statements on our current expectations about future
events. Although we believe that the expectations reflected in our
forward-looking statements are reasonable, we cannot guarantee you that these
expectations actually will be achieved. In evaluating these statements, you
should consider various factors, including the risks set forth in the section
entitled "Risk Factors" beginning on page 6. These factors may cause our actual
results to differ materially from any forward-looking statements.