GSI Commerce Announces Intent to Register Public Offering of Common Shares and Convertible Debentures
KING OF PRUSSIA, Pa., April 29, 2005 – GSI Commerce Inc. (Nasdaq: GSIC) today announced it intends to file a registration statement with the SEC for a proposed public offering of approximately 1,500,000 shares of its common stock to be sold by the company and approximately 1,500,000-2,500,000 shares of common stock to be sold by certain selling stockholders, including Michael Rubin, chairman and CEO of the company, SOFTBANK Capital Partners and Rustic Canyon Partners, subject to market and other conditions. In addition, the company and the selling shareholders expect to grant the underwriters of the offering an over-allotment option to purchase up to an additional 450,000-600,000 shares of common stock.
The registration statement will also cover a proposed public offering of approximately $50 million aggregate principal amount of a new series of convertible debentures, subject to market and other conditions. In addition, the company expects to grant the underwriters of the offering an over-allotment option to purchase up to an additional $7.5 million principal amount of convertible debentures. The interest rate, maturity, conversion rate and other terms of the debentures have not yet been determined.
The company expects to file a registration statement relating to these securities with the Securities and Exchange Commission on or after May 4, 2005 and to complete the offering in the second quarter of 2005. The company intends to use the proceeds of the offering for general corporate purposes. The company will not receive any proceeds from the sale of the shares by the selling stockholders.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About GSI Commerce
GSI Commerce provides an e-commerce solution enabling retailers, branded manufacturers, entertainment companies and professional sports organizations to operate e-commerce businesses. The company’s e-commerce solution includes Web site design and development, e-commerce technology, managed hosting, order fulfillment, customer service, merchandising and order management, online merchandising, customer relationship management, content development and online marketing. The company operates either all or a portion of the e-commerce businesses for approximately 50 partners.
Forward-Looking Statements
All statements made in this release are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects,” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business of GSI Commerce and the industries and markets in which GSI Commerce operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements. Factors which may affect GSI Commerce’s business, financial condition and operating results include the effects of changes in the economy, consumer spending, the financial markets and the industries in which GSI Commerce and its partners operate, changes affecting the Internet and e-commerce, the ability of GSI Commerce to develop and maintain relationships with strategic partners and suppliers and the timing of its establishment or extension of its relationships with strategic partners, the ability of GSI Commerce to timely and successfully develop, maintain and protect its technology and product and service offerings and execute operationally, the ability of GSI Commerce to attract and retain qualified personnel, the ability of GSI Commerce to successfully integrate its acquisitions of other businesses, if any, and the performance of acquired businesses. More information about potential factors that could affect GSI Commerce can be found in its most recent Form 10-K, Form 10-Q and other reports and statements filed by GSI Commerce with the SEC. GSI Commerce expressly disclaims any intent or obligation to update these forward-looking statements, except as otherwise specifically stated by GSI Commerce.
Contact:
Michael Conn
Senior Vice President, Corporate Development
tel: 610-491-7002
fax: 610-491-7302
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Greg Ryan
Director, Corporate Communications
tel: 610-491-7294
fax: 610-265-2866
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