As a result of the Merger, the Company no longer fulfills the numerical listing requirements of the Nasdaq National Market (“Nasdaq”). Accordingly, following completion of the Merger, the Company notified Nasdaq and requested that the common stock, $0.0001 par value per share, of the Company (the “Common Stock”), be withdrawn from listing on the Nasdaq Global Select Market prior to the open of trading on January 26, 2007. As a result, the Shares are no longer listed on the Nasdaq Global Select Market. The Company also intends to file with the Securities and Exchange Commission (the “SEC”) a Certification on Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requesting that the Common Stock, including the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of June 12, 2001, as amended, between the Company and US Stock Transfer Corporation (the “Rights”, and together with the Common Stock, the “Shares”) be deregistered and that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.02 Unregistered Sales of Equity Securities.

In order to complete the Merger, on Thursday, January 25, 2007, Offeror exercised its option to purchase Shares and accordingly, the Company issued 13,593,416 Shares to the Offeror pursuant to Section 2.4(a) of the Merger Agreement, at a price per Share of $25.00, which resulted in an aggregate purchase price of $339,835,400 (the “Purchase Price”). The Offeror paid the Purchase Price for the Shares by delivery of a promissory note.

The issuance of these Shares by the Company was made in a transaction not involving any public offering pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The offering was not a “public offering” as defined in Section 4(2) of the Securities Act due to the fact that the Offeror was the only person involved in the transaction, the size of the offering, and the manner of the offering. In addition, the Offeror had the necessary investment intent as required by Section 4(2) of the Securities Act since such Shares were issued to facilitate the Merger pursuant to which the Company will become a wholly-owned subsidiary of Parent. Based on the above factors, the Company believes that this issuance of Shares meets the requirements to qualify for exemption under Section 4(2) of the Securities Act.

Item 5.01. Changes in Control of Registrant.

On January 25, 2007, pursuant to the terms of the Merger Agreement, Offeror merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

Based on the per Share consideration of $25.00 and the number of Shares validly tendered and accepted for payment at the end of the initial offering period, as of January 24, 2007, the value of the Shares purchased by Offeror in connection with the Offer was approximately $1.8 billion. The funds used by Offeror to purchase the Shares were from cash on hand.

In connection with the Merger, each outstanding Share not tendered in the Offer (other than Shares held by the Company, Parent and Offeror and Shares held by stockholders who properly perfect appraisal rights under Delaware law) was converted into the right to receive $25.00 per share in cash, without interest.

To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company.

The information contained in the Introduction above is incorporated herein by reference.

Item 8.01 Other Events

Closing of the Merger

On January 25, 2007, pursuant to the terms of the Merger Agreement, Offeror merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.