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GeoEye, Inc. Completes Shelf Registration for Common Stock Issuable Upon Conversion of Series A Preferred Shares
Dec 17, 2010 (04:12 PM EST)
Registration of these Shares is part of the Registration Rights Agreement from the Sept. 22, 2010 Private Placement with Cerberus Capital
DULLES, Va., Dec. 17, 2010 /PRNewswire/ -- GeoEye, Inc. (Nasdaq: GEOY), a premier provider of superior satellite and aerial-based geospatial information and services, filed a shelf registration today to register the common stock that is issuable upon the conversion of the Series A convertible preferred stock that was issued by GeoEye in the previously announced private placement on Sept. 22, 2010, to Cerberus Satellite LLC, a limited liability corporation controlled by Cerberus Capital Management, L.P. ("Cerberus"). These shares are being registered with the Securities and Exchange Commission pursuant to a registration rights agreement with Cerberus. This does not represent the current sale or disposition of these shares by Cerberus Capital.
The Company registered 4,032,520 shares of common stock as required under the registration rights agreement. This is 150 percent of the 2,688,347 shares of common stock that are currently issuable upon conversion of 80,000 shares of Series A convertible preferred stock. The registration covers additional shares above 2,688,347 to ensure adequate registered shares are available for issuance in case of certain types of future dilutive issuances of stock (such as stock splits, stock dividends, etc.) and to account for the potential accrual of stock dividends on the Series A convertible preferred stock if the Company elects to pay dividends in stock rather than cash. GeoEye has the option of paying dividends on the Series A convertible preferred stock in cash as it did on Oct. 1, 2010.
GeoEye is not selling any common stock under this registration and will not receive any of the proceeds from the sale or disposition of these shares by Cerberus.
GeoEye, Inc. is a leading international information services company serving government and commercial markets. The Company is recognized as one of the geospatial industry's imagery experts, delivering exceptional quality imagery products, services and solutions to customers around the world. In August, GeoEye was named one of Fortune Magazine's "100 Fastest-Growing Companies" in the United States. The Company has more than 700 employees dedicated to developing best-in-class geospatial information products and services. GeoEye is a public company listed on the NASDAQ stock exchange under the symbol GEOY. Additional information about GeoEye is available at www.geoeye.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Without limitation, the words "anticipates," "believes," "estimates," "expects," "intends," "plans," "will" and similar expressions are intended to identify forward-looking statements. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future, including statements relating to growth, expected levels of expenditures and statements expressing general optimism about future operating results, are forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements and those presented elsewhere by our management from time to time are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements. These risks and uncertainties include, but are not limited to, those described in "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2009, which we filed with the Securities and Exchange Commission ("SEC") on March 12, 2010, and our Quarterly Reports on Form 10-Q for the period ended March 31, 2010, June 30, 2010 and Sept. 30, 2010, which we filed with the SEC on May 10, 2010, Aug. 9, 2010 and Nov. 9, 2010, respectively. Copies of all SEC filings may be obtained from the SEC's EDGAR Web site, http://www.sec.gov/, or by contacting: William L. Warren, Senior Vice President, General Counsel and Secretary, at 703-480-5672.
SOURCE GeoEye, Inc.