GSI Commerce has filed its registration statement with the Securities and Exchange Commission related to the public offering of its common stock and a new series of 20-year convertible notes and was declared effective.
The registration statement relates to the offering of 1,791,914 shares of the company's common stock to be sold by the company and 1,915,555 shares of common stock to be sold by selling stockholders, including Michael Rubin, chairman and CEO of the company, SOFTBANK Capital Partners and Rustic Canyon Ventures. The shares were priced at $14.84 per share. In addition, up to an additional 556,120 shares may be sold by the company and certain selling stockholders if the underwriters exercise the over-allotment option granted to them. This offering is expected to close on June 1, 2005.
The registration statement also related to the offering of $50 million aggregate principal amount of 3.0% convertible notes due 2025. The notes are convertible into GSI Commerce common stock under certain conditions or at certain times at a conversion rate of 56.1545 shares per $1,000 principal amount of notes, which is equal to a conversion price of about $17.808 per share. In addition, up to an additional $7.5 million aggregate principal amount of the notes may be sold if the underwriters exercise the over- allotment option granted to them. This offering is also expected to close on June 1, 2005.
Morgan Stanley is the sole bookrunning manager for the offerings, with Bear, Stearns & Co. Inc. acting as the co-lead manager and CIBC World Markets, Friedman Billings Ramsey and Pacific Crest Securities acting as co-managers.