Item 8.01 Other Events.

On September 16, 2008, the Company, certain of its current and former officers and directors who are named defendants and plaintiffs entered into a proposed settlement of the stockholder derivative lawsuit pending in the Court of Chancery of the State of Delaware. This stockholder derivative lawsuit was based upon allegations of breach of fiduciary duty and unjust enrichment related to misdated stock options. The settlement does not contain any admission of wrongdoing or fault on the part of the Company, its board of directors or executive officers, or the other individual defendants to the action. The settlement is subject to the approval by the Delaware Chancery Court and contingent upon the dismissal with prejudice of stockholder derivative lawsuits containing similar allegations that are pending in California.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed below is being furnished with this Form 8-K.

Exhibit No. Description
99.1 Press release dated September 22, 2008 announcing the Company's proposed settlement of the stockholder derivative lawsuit pending in the Court of Chancery of the State of Delaware.

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