06/09/2023 | Press release | Distributed by Public on 06/09/2023 15:20
|
California
(State or other jurisdiction of
incorporation or organization) |
| |
37-1849111
(I.R.S. Employer
Identification Number) |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
|
|
| | |
Page
|
| |||
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND
THE ACCOMPANYING PROSPECTUS SUPPLEMENT |
| | | | 2 | | |
ABOUT THIS PROSPECTUS
|
| | | | 4 | | |
WHERE YOU CAN FIND MORE INFORMATION
|
| | | | 4 | | |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
| | | | 7 | | |
PROSPECTUS SUMMARY
|
| | | | 8 | | |
RISK FACTORS
|
| | | | 12 | | |
USE OF PROCEEDS
|
| | | | 12 | | |
DESCRIPTION OF DEBT SECURITIES
|
| | | | 12 | | |
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
|
| | | | 22 | | |
DESCRIPTION OF DEPOSITARY SHARES
|
| | | | 27 | | |
DESCRIPTION OF PURCHASE CONTRACTS
|
| | | | 30 | | |
DESCRIPTION OF WARRANTS
|
| | | | 30 | | |
DESCRIPTION OF RIGHTS
|
| | | | 32 | | |
DESCRIPTION OF UNITS
|
| | | | 33 | | |
DESCRIPTION OF GLOBAL SECURITIES
|
| | | | 33 | | |
PLAN OF DISTRIBUTION
|
| | | | 34 | | |
LEGAL MATTERS
|
| | | | 36 | | |
EXPERTS
|
| | | | 36 | | |
|
Report(s)
|
| |
Period(s) of Report(s) or Date(s) Filed
|
|
|
•
Annual Report on Form 10-K
|
| | | |
|
•
The portions of our definitive proxy statement on Schedule 14A that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2022
|
| | | |
|
•
Quarterly Report on Form 10-Q
|
| | | |
|
•
Current Reports on Form 8-K (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items)
|
| | Filed on February 23, 2023, April 21, 2023, and May 18, 2023 | |
|
•
Registration Statement on Form 8-A (for the description of our common stock), and all amendments or reports filed for the purpose of updating such description
|
| | |
|
SEC registration fee
|
| | | $ | 12,673 | | |
|
Blue Sky fees and expenses
|
| | | | * | | |
|
Rating agency fees
|
| | | | * | | |
|
Legal fees and expenses
|
| | | | * | | |
|
Accounting fees and expenses
|
| | | | * | | |
|
Trustee fees and expenses
|
| | | | * | | |
|
Printing and engraving fees and expenses
|
| | | | * | | |
|
Miscellaneous
|
| | | | * | | |
|
Total
|
| | | $ | * | | |
|
EXHIBIT NO.
|
| |
DESCRIPTION
|
|
| 25.1 | | | Form T-1 Statement of Eligibility of Trustee under the Senior Indenture(2) | |
| 25.2 | | | Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture(2) | |
| 107 | | | Filing Fee Table* | |
| By: | | |
/s/ George J. Guarini
George J. Guarini, President, Chief Executive Officer and Director
(Principal Executive Officer) |
| |
Date: June 9, 2023
|
|
| By: | | |
*
Lloyd W. Kendall, Chairman of the Board and Director
|
| |
Date: June 9, 2023
|
|
| By: | | |
*
James S. Camp, Director
|
| |
Date: June 9, 2023
|
|
| By: | | |
*
Harpreet S. Chaudhary, Director
|
| |
Date: June 9, 2023
|
|
| By: | | |
*
Rocco Davis, Director
|
| |
Date: June 9, 2023
|
|
| By: | | |
*
Robert G. Laverne, MD, Director
|
| |
Date: June 9, 2023
|
|
| By: | | |
*
Syvia L. Magid, Director
|
| |
Date: June 9, 2023
|
|
| By: | | |
*
Janet L. King, Senior Executive Vice President, Chief Operating Officer and Director
|
| |
Date: June 9, 2023
|
|
| By: | | |
/s/ Keary L. Colwell
Keary L. Colwell, Senior Executive Vice President, Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer)
|
| |
Date: June 9, 2023
|
|