® (NYSE: DMD) today announced that it has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”).
Under the shelf registration statement, once declared effective by the SEC, Demand Media may offer and sell from time to time in the future, in one or more offerings, common stock, preferred stock, debt securities, warrants, or any combination of the foregoing, either individually or as units comprised of two or more securities. In addition, selling stockholders to be named in a prospectus supplement may, from time to time in one or more offerings, offer and sell shares of Demand Media’s common stock. Demand Media will not receive any proceeds from the sale of common stock by selling stockholders. The aggregate offering price of all securities that may be sold under the registration statement will not exceed $250,000,000.
The shelf registration statement is intended to give Demand Media additional flexibility to finance business opportunities in the future by accessing the capital markets on a timely and cost effective basis and to provide the selling stockholders additional financial liquidity. The specifics of any future offering, along with the prices and terms of any such securities offered by Demand Media and/or the selling stockholders, will be determined at the time of any such offering and will be described in detail in a prospectus supplement filed in connection with such offering.
The shelf registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the shelf registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the securities covered by the shelf registration statement will only be by means of a prospectus and an accompanying prospectus supplement.