KING OF PRUSSIA, Pa., May 26 /PRNewswire-FirstCall/ -- GSI Commerce Inc.
(Nasdaq: GSIC) today announced that 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 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.
A copy of a prospectus relating to the common stock or the note offering
may be obtained from Morgan Stanley & Co. Incorporated, 1585 Broadway,
New York, NY 10036.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy the securities described herein, nor shall there be any
sale of these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About GSI Commerce
GSI Commerce is a leading provider of e-commerce solutions that enable
retailers, branded manufacturers, entertainment companies and professional
sports organizations to operate e-commerce businesses. We provide solutions
for our partners through our integrated e-commerce platform, which is
comprised of three components: core technology, supporting infrastructure and
partner services. We either operate, or will operate pursuant to signed
agreements, all or portions of the e-commerce businesses for approximately
50 partners.
Forward-Looking Statements
All statements made in this release, other than statements of historical
fact, are forward-looking statements. The words "anticipate," "believe,"
"estimate," "expect," "intend," "may," "plan," "will," "would," "should,"
"guidance," "potential," "continue," "project," "forecast," "confident,"
"prospects," and similar expressions typically are used to identify forward-
looking statements. Forward-looking statements are based on the then-current
expectations, beliefs, assumptions, estimates and forecasts about the business
of GSI Commerce and the industries and markets in which GSI Commerce operates.
These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions, which are difficult to predict. Therefore,
actual outcomes and results may differ materially from what is expressed or
implied by these forward-looking statements. Factors which may affect GSI
Commerce's business, financial condition and operating results include the
effects of changes in the economy, the impact of FASB Statement No. 123R,
consumer spending, the financial markets and the industries in which GSI
Commerce and its partners operate, changes affecting the Internet and
e-commerce, the ability of GSI Commerce to develop and maintain relationships
with strategic partners and suppliers and the timing of its establishment or
extension of its relationships with strategic partners, the ability of GSI
Commerce to timely and successfully develop, maintain and protect its
technology and product and service offerings and execute operationally, the
ability of GSI Commerce to attract and retain qualified personnel, the ability
of GSI Commerce to successfully integrate its acquisitions of other
businesses, if any, and the performance of acquired businesses. More
information about potential factors that could affect GSI Commerce can be
found in its most recent Form 10-K, Form 10-Q and other reports and statements
filed by GSI Commerce with the SEC. GSI Commerce expressly disclaims any
intent or obligation to update these forward-looking statements, except as
otherwise specifically stated by GSI Commerce.
Contacts:
Michael Conn Greg Ryan
Senior Vice President Director, Corporate Communications
tel: 610-491-7002 tel: 610-491-7294
fax: 610-491-7302 fax: 610-265-2866
e-mail: connm@gsicommerce.com e-mail: ryang@gsicommerce.com
SOURCE GSI Commerce Inc.
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Related links:
http://www.gsicommerce.com
CONTACT:
Michael Conn, Senior Vice President,
+1-610-491-7002, fax: +1-610-491-7302, e-mail:
connm@gsicommerce.com, or Greg Ryan, Director, Corporate
Communications, +1-610-491-7294, fax: +1-610-265-2866, e-mail:
ryang@gsicommerce.com, both of GSI Commerce Inc.
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