This excerpt taken from the ATRC 10-K filed Mar 31, 2006.
Common Stock Market Price
We closed our initial public offering on August 10, 2005. Our common stock is traded on the Nasdaq National Market under the symbol ATRC. The following table sets forth the high and low closing sales price of our common stock since the date of our initial public offering through December 31, 2005.
As of March 15, 2006, the closing price of our common stock on the Nasdaq National Market was $7.59 per share, and the number of stockholders of record was approximately 100.
Since our incorporation, we have never declared or paid any dividends on our capital stock. Furthermore, pursuant to our credit facility with Lighthouse Capital Partners V, L.P., we are currently subject to restrictions on our ability to pay dividends. We currently expect to retain future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
Use of Proceeds from the Sale of Registered Securities
We registered the initial public offering of our common stock, par value $.001 per share, on a Registration Statement on Form S-1, as amended (Registration No. 333-124197), which was declared effective on August 4, 2005. On August 10, 2005, we consummated an initial public offering of 4.6 million shares of our common stock at $12.00 per share, which includes the underwriters exercise of their over-allotment option, on August 9, 2005, to purchase 600,000 shares of our common stock, of which 450,000 shares were sold by selling shareholders and 150,000 shares were sold by us. Gross proceeds from the offering were $49.8 million. We did not receive any proceeds from the sale of the 450,000 shares of common stock that were sold by selling shareholders. Total expenses from the offering were approximately $6.6 million, which included underwriting discounts and commissions of approximately $3.5 million and approximately $3.1 million in other offering-related expenses. Proceeds to us from the offering after deducting underwriting discounts, commissions and offering expenses, were approximately $43.2 million.
Of the $43.2 million in net proceeds, through December 31, 2005, we have spent approximately $6.4 million of the proceeds from the offering toward the acquisition of Enable Medical Corporation, approximately $419,000 toward our obligations under a development and license agreement, and approximately $3.3 million on other research and development activities and selling, general and administrative expenditures. Pending use of the remaining net proceeds of the offering, we intend to invest such proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments. The use of proceeds does not represent a material change from the use of proceeds described in the prospectus relating to the Registration Statement.
No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning ten percent or more of our equity securities or to any other affiliates except for payments made to Epstein, Becker & Green P.C., our corporate counsel, for legal fees and expenses incurred in connection
with the offering. Theodore L. Polin, our corporate Secretary, is a shareholder of Epstein, Becker & Green P.C. Other than the exception described above, all offering expenses were paid directly to third parties who were not our directors or officers (or their associates), persons owning ten percent or more of our equity securities or any other affiliate.
Recent Sales of Unregistered Securities
From January 1, 2005 to December 31, 2005, we granted options to purchase an aggregate of 688,082 shares of our common stock at an exercise price ranging from $1.52 to $13.89 per share.
In connection with the establishment of a credit facility with Lighthouse Capital Partners V, L.P. on March 8, 2005, we granted Lighthouse a warrant to purchase 55,208 shares of our common stock, or shares into which such series of stock is converted, at a price of $11.29 per share. The warrant is exercisable at any time until August 10, 2006.
The grants of the options and warrants were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act, or Regulation D and the other rules and regulations promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions not involving a public offering or transactions under compensatory benefit plans. The recipients of such options were our employees, directors or bona fide consultants and received the securities pursuant to our 2001 Stock Option Plan or 2005 Equity Incentive Plan. Each of the recipients of securities in these transactions had adequate access, through employment, business or other business relationships, to information about us.
Equity Compensation Plans
The following table summarizes information about our equity compensation plans as of December 31. 2005.
Equity compensation plans approved by our stockholders include our 2001 Stock Option Plan and our 2005 Equity Incentive Plan.