Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed in the press release dated November 1, 2012 furnished to
the SEC as Exhibit 99.1 to the current report on Form 8-K filed that same date,
we completed our acquisition of Etherios, Inc. on October 31, 2012.
Pursuant to the terms of the Stock Purchase Agreement, we satisfied a portion of
the $20.5 million purchase price by issuing an aggregate of 715,571 shares of
our common stock, par value $0.01 per share, to the owners of the capital stock
of Etherios, Inc. based on a price of $9.508 per share. The shares of common
stock were issued in a private transaction not involving a public offering and
all of the owners of the capital stock of Etherios, Inc. were "accredited
investors" as that term is defined in Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Accordingly, we
issued the shares of common stock in reliance upon an exemption from
registration under the Securities Act afforded by Section 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder.
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