EFTA01377989.pdf

The initial public offering price of our common stock is substantially higher than the net book value per share of our common stock outstanding prior to this offering. Therefore. if you purchase our common stock in this offering, you will incur an immediate substantial dilution of $12.09 in net book value per share from the price you paid (calculated based on the assumed initial public offering price of $13.00 per share, which represents the midpoint of the offering price range set forth on the cover of this prospectus). For additional information about the dilution that you will experience immediately after this offering, see "Dilution." There has been no prior public market for our common stock, the price of our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price. Prior to this offering. there has been no public market for shares of our common stock. The initial public offering price of our common stock was determined through negotiation between us and the underwriters. This price does not necessarily reflect the price at which investors in the market will be willing to buy and 34 Table of Contenta sell shares of our common stock following this offering. In addition. the market price of our common stock following this offering may be highly volatile and could be subject to wide fluctuations in response to various factors. many of which are beyond our control. The market price of our common stock following this offering may be higher or lower than the initial public offering price. The market price of our common stock following this offering will depend on a number of factors, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose part of your investment in our common stock since you might be unable to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the market price of our common stock include the following: price and volume fluctuations in the overall stock market from time to time; volatility in the market prices and trading volumes of technology stocks generally, or those in our industry in particular: changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular. sales of shares of our stock by us or our stockholders, the failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections: announcements by us or our competitors of new brands, products or services; the public's reaction to our eamings releases. other public announcements and filings with the SEC; rumors and market speculation involving us or other companies in our industry; actual or anticipated changes in our operating results or fluctuations in our operating results, actual or anticipated developments in our business. our competitors businesses or the competitive landscape generally: litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors, developments or disputes concerning our intellectual property or other proprietary rights: announced or completed acquisitions of businesses or technologies by us or our competitors, new laws or regulations or new interpretations of existing laws or regulations applicable to our business: changes in accounting standards, policies, guidelines, interpretations or principles: any significant change in our management; and general economic conditions and slow or negative growth in any of our significant markets. In addition, in the past. following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against these 35 table of Contents. companies. This afigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources hap: irr.goy An:hives datt'l 575lSAXXX/IM746915006431 3222645Rn-IalfintiI 1,92a13927:17 M.fl CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075149 CONFIDENTIAL SONY GM_00221333 EFTA01377989