The Notes will have an annual interest rate of 4.75% and will be convertible into common stock at $129.78 per share. The Company may also issue up to an additional $200 million of Notes pursuant to an option granted to the initial purchaser of the Notes.

The Company intends to use the net proceeds of the offering for acquisitions of complementary businesses, products or technologies and for capital expenditures and working capital. The Company is currently engaged in acquisition discussions with several companies which, if acquired by the company, could require the use of a substantial portion or all of the net proceeds. However, currently there are no agreements in effect regarding any such acquisitions, and no assurance can be given that any such acquisitions will be made. Pending such uses, the net proceeds of the offering will be invested in investment grade, interest-bearing instruments.