Enom 2013 Annual Report Download - page 37

In addition, the stock market in general, and the market for Internet-related companies in particular, has experienced extreme price and
volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Securities class action
litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s
securities. This litigation, if i nstituted against us, could result in very substantial costs, divert our management’s attention and resources and
harm our business, operating results and financial condition. In addition, the recent distress in the financial markets has also resulted in extreme
volatility in security prices.
The large number of shares eligible for public sale or subject to rights requiring us to register them for public sale could depress the market
price of our common stock.
The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market,
and the perception that these sales could occur may also depress the market price of our common stock. As of
March 7, 2014, we had 91,007,038
shares of common stock outstanding.
Certain stockholders owning a majority of our outstanding shares are party to a stockholders agreement that entitles them to require us to
register shares of our common stock owned by them for public sale in the United States, subject to the restrictions of Rule 144. In addition,
certain stockholders, including investors in our preferred stock that converted into common stock as well as current and former employees, are
eligible to resell shares of common stock under Rule 144 and Rule 701 witho ut registering such shares with the SEC.
In addition, as of December 31, 2013 we have registered approximately 42 million shares reserved for future issuance under our equity
compensation plans and agreements. Subject to the satisfaction of applicable exercise periods, vesting requirements and, in certain cases,
performance conditions, the shares of common stock issued upon exercise of outstanding options, vesting of future awards or pursuant to
purchases under our employee stock purchase plan (the “ESPP”) will be available for immediate resale in the United States in the open market.
Sales of our common stock as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in
the future at a time and at a price that we deem appropriate. These sales also could cause our stock price to fall and make it more difficult for
shareholders to sell shares of our common stock.
We also have previously and may in the future issue shares of our common stock from time to time as consideration for acquisitions and
investments. If any such acquisition or investment is significant, the number of shares that we may issue may in turn be significant. We currently
have an effective shelf registration statement on file with the SEC which we may use to issue debt or equity securities with an aggregate offering
price not to exceed $100 million and under which certain selling stockholders may offer and sell up to 14 million shares of our common stock.
Our previously announced stock repurchase program may be suspended or terminated at any time, which may result in a decrease in the
trading price of our common stock.
We previously announced a stock repurchase program approved by our board of directors whereby we are authorized to repurchase shares
of our common stock. Such purchases may be limited, suspended, or terminated at any time without prior notice. There can be no assurance that
we will buy additional shares of our common stock under our stock repurchase program or that any fu ture repurchases will have a positive
impact on the trading price of our common stock or earnings per share. Important factors that could cause us to limit, suspend or terminate our
stock repurchase program include, among others, unfavorable market conditions, the trading price of our common stock, the nature of other
investment or strategic opportunities presented to us from time to time, the rate of dilution of our equity compensation programs and the
availability of adequate funds, our ability to make appropriate, timely, and beneficial decisions as to when, how, and whether to purchase shares
under the stock repurchase program. If we limit, suspend or terminate our stock repurchase program, our stock price may be negatively affected.
As a public company, we are subject to compliance initiatives that will require substantial time from our management and result in
significantly increased costs that may adversely affect our operating results and financial condition.
The Sarbanes-Oxley Act of 2002, the Dodd-
Frank Wall Street Reform and Consumer Protection Act of 2010, and other rules implemented
by the SEC and the NYSE, impose various requirements on public companies, including requiring changes in corporate
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publication of third-party reports that inaccurately assess the performance of our business or certain operating metrics such as search
referral traffic, the ranking of our content in search engine results or page view trends;
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large volumes of sales of our shares of common stock by existing stockholders; and
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general political and economic conditions.