Item 3.02. Unregistered Sales of Equity Securities.

On May 27, 2009, we issued an aggregate of 2,131,511 shares of our common stock, par value $0.0001 per share ("Common Stock"), in exchange for $32,970,000 aggregate principal amount of our 1.375% Convertible Senior Notes due 2012 (the "Notes") beneficially owned by Xaraf Capital Master Fund L.P. and by Sunrise Partners Limited Partnership, LLC.

On May 29, 2009, we issued an aggregate of 212,829 shares of our Common Stock in exchange for $3,292,000 aggregate principal amount of Notes beneficially owned by CSS, LLC and by The Wolverine Convertible Arbitrage Fund Trading Limited.

We will not receive any cash proceeds as a result of the exchange of Common Stock for such Notes and such Notes will be retired and cancelled. Immediately following the last exchange described above, the outstanding principal balance of the Notes is $9,918,000. We may engage in additional exchanges in respect of our outstanding indebtedness if and as favorable opportunities arise.

The issuance of the shares of our common stock was made solely in exchange of such Notes pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, under Section 3(a)(9) of such Act.