Lawson Software, Inc. - Prospectus filed pursuant to Rule 424(b)(7) (424B7)
24 Julio 2008 - 3:42PM
Edgar (US Regulatory)
Supplement No. 5
to Prospectus
dated July 24, 2008
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Filed
Pursuant to Rule 424(b)(7)
Registration No. 333-145513
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$240,000,000
LAWSON SOFTWARE, INC.
2.50% Senior Convertible Notes Due 2012
and Common Stock Issuable
Upon Conversion of the Notes
This supplement no. 5 to the
prospectus dated August 7, 2007 (the Prospectus) relates to the resale by
the selling securityholder named herein of our 2.50% Senior Convertible
Notes due 2012 (the Notes) and any shares of our common stock issuable upon
conversion of the Notes.
You should read this prospectus
supplement no. 5 together with the Prospectus, which should be delivered with
this prospectus supplement no. 5. This prospectus supplement no. 5 is not
complete without, and may not be delivered or used except in conjunction with,
the Prospectus, including any amendments or supplements thereto. This
prospectus supplement no. 5 is qualified by reference to the Prospectus, except
to the extent that the information provided by this prospectus supplement no. 5
supersedes or supplements certain information contained in the Prospectus. The terms of the Notes are set forth in the
Prospectus.
Investing
in the Notes and our common stock involves risks. See Risk Factors beginning on page 7
of the prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation
to the contrary is a criminal offense.
This prospectus supplement no. 5
constitutes the offer by the selling securityholder named below of $150,000
principal amount of the Notes and any shares of our common stock issuable upon
conversion of those Notes. This
prospectus supplement no. 5 is being filed to correct the information contained
in the Prospectus regarding the selling securityholder named below.
The table under the caption Selling
Securityholders beginning on page 55 of the Prospectus is hereby amended
by replacing the information in the Prospectus regarding the selling
securityholder identified in the table entitled Revised Information Regarding
Selling Securityholders below with the information set forth in the table entitled
Revised Information Regarding Selling Securityholders below.
We prepared the table below
based on information supplied to us by the selling securityholder named in the
table below on or prior to July 24, 2008. Information about the selling
securityholder may change over time.
We have assumed for purposes of
the tables below that the selling securityholder will sell all of the Notes and
all of the common stock issuable upon conversion of the Notes pursuant to this
prospectus supplement no. 5 and the Prospectus, and that any other shares of
our common stock beneficially owned by the selling securityholder will continue
to be beneficially owned by such selling securityholder.
Except as set forth below or in
the Prospectus under the caption Plan of Distribution, the selling
securityholder has not had within the past three years any material
relationship with us or any of our predecessors or affiliates.
The selling securityholder
identified below may have sold, transferred or otherwise disposed of all or a
portion of its Notes since the date on which it provided the information
regarding its Notes in transactions exempt from the registration requirements
of the Securities Act of 1933, as amended.
Revised Information Regarding Selling
Securityholders
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Principal Amount of Notes
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Number of shares of Common Stock
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Selling Securityholder(1)
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Principal Amount of
Notes That May Be
Sold
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Percentage of
Notes Outstanding
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Number of Shares of Common Stock That May Be Sold(2)
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Percentage of
Common Stock
Outstanding(3)
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Dunham
Appreciation and Income Fund (4)
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$
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150,000
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0.06
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%
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12,484
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0.01
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%
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(1) Information regarding the selling
securityholders may change from time to time.
Any such changed information will be set forth in additional supplements
to the Prospectus if required.
(2) Assumes for each $1,000 in principal
amount of Notes a maximum of 83.2293 shares of common stock could be received
upon conversion. This conversion rate is
subject to adjustment as described under Description of the NotesConversion
Rights. As a result, the number of
shares of common stock issuable upon conversion of the Notes may increase or
decrease in the future. Excludes shares
of common stock that may be issued by us upon the conversion of the Notes as
described under Description of the NotesPayment upon ConversionMake-Whole
Amount and Adjustments for Conversion After a Public Acquirer Change of
Control. In addition, excludes
fractional shares. Holders will receive
a cash adjustment for any fractional share amount resulting from the conversion
of the Notes, as described under Description of the NotesPayment upon
Conversion.
(3) Calculated based on 174,002,400
shares of common stock outstanding as of July 3, 2008. In calculating this
amount for each holder, we treated as outstanding the number of shares of
common stock issuable upon conversion of all of that holders Notes, but we did
not assume conversion of any other holders Notes.
(4) Assumes that any other holders of
Notes or any future transferees, pledgees, donees or successors of or from any
such other holders of the Notes do not beneficially own any common stock other
than common stock into which the Notes are convertible at the initial
conversion rate of 83.2293 shares per $1,000 of principal amount of Notes.
The date of this prospectus supplement no. 5 is July 24,
2008.
2
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