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SECURITIES AND EXCHANGE COMMISSION

Form S-1

TransCore Holdings, Inc.

8158 Adams Drive

Co-Registrants

Joseph S. Grabias

Copies to:

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.   o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

     If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, check the following box.   o

CALCULATION OF REGISTRATION FEE

(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)	Includes an indeterminate number of EYSs of the same series of the EYSs offered hereby that may be received by holders of EYSs in the future on one or more occasions in replacement of the EYSs offered hereby in the event of a subsequent issuance of EYSs. The EYS units represent              shares of class A common stock of TransCore Holdings, Inc. (“TransCore”) and $       million aggregate principal amount of    % senior subordinated notes of TransCore, including             EYSs subject to the underwriters’ over-allotment option to purchase additional EYSs. Assuming the underwriters’ over-allotment option to purchase additional EYSs is exercised in full,             EYSs will be sold to the public in connection with this initial public offering and             EYSs will be issued to our existing equityholders in connection with transactions described in the registration statement under “The Transactions.”
(3)	Includes              shares of class A common stock represented by EYSs subject to the underwriters’ over-allotment option to purchase additional EYSs, shares of class A common stock represented by EYSs that will be sold to the public in connection with this initial public offering and           shares of class A common stock represented by EYSs that will be issued to our existing equityholders in connection with the transactions described in the registration statement under “The Transactions.” No separate fee is payable with respect to these securities as they are included in the EYSs being registered herein.
(4)	Includes $       million principal amount of notes represented by EYSs subject to the underwriters’ over-allotment option to purchase additional EYSs, $       million aggregate principal amount of notes represented by EYSs that will be sold to the public in connection with this initial public offering and $       million aggregate principal amount of notes represented by EYSs that will be issued to our existing equityholders in connection with the transactions described in this registration statement under “The Transactions.” No separate fee is payable with respect to these securities as these securities are included in the EYSs being registered herein. In addition, $       million aggregate principal amount of notes of the same series will be sold separately (not represented by EYSs) to the public in connection with this initial public offering.
(5)	Includes an indeterminate principal amount of notes of the same series as the notes offered hereby that will be received by holders of notes offered hereby in the future on one or more occasions in the event of a subsequent issuance of EYSs or notes of the same series upon an automatic exchange of portions of the notes offered hereby for identical portions of such additional notes.
(6)	Each of the subsidiary guarantors listed in the Table of Additional Registrants on the next page will fully and unconditionally guarantee the notes being registered hereby. Pursuant to Rule 457(n), no separate filing fee is payable for the guarantees.

     The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Table of Additional Registrants

      The address of the principal executive offices of the additional registrants listed above is: c/o TransCore Holdings, Inc., 8158 Adams Drive, Hummelstown, Pennsylvania 17036 and the telephone number is (717) 561-2400.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated June 10, 2004

PROSPECTUS

We are offering                    EYSs. The EYSs represent                    shares of our class A common stock and $          million aggregate principal amount of our     % senior subordinated notes due 2016. Each EYS represents:

•	one share of our class A common stock; and
•	a     % senior subordinated note due 2016 with $         principal amount.

We are also selling separately (not represented by EYSs) $          million aggregate principal amount of our     % senior subordinated notes due 2016.

The notes will be fully and unconditionally guaranteed by each of our domestic subsidiaries on an unsecured senior subordinated basis.

This is the initial public offering of our EYSs and notes. We anticipate that the initial public offering price per EYS will be between $         and $         , and the initial public offering price of the notes sold separately (not represented by EYSs) will be     % of their stated principal amount.

Holders of EYSs will have the right to separate EYSs into the shares of class A common stock and notes represented thereby at any time after the earlier of 45 days from the closing of this offering or the occurrence of a change of control. Similarly, holders of our class A common stock and notes may, at any time, unless the EYSs have automatically separated, combine the applicable number of shares of class A common stock and principal amount of notes to form EYSs. Separation of EYSs will occur automatically upon the redemption or maturity of the notes.

Upon a subsequent issuance by us of EYSs or notes of the same series (not represented by EYSs), a portion of your notes may be automatically exchanged for an identical principal amount of the notes issued in the subsequent issuance and, in this event, your EYSs or notes will be replaced with new EYSs or new notes, as the case may be. In addition to the notes offered by this prospectus, the registration statement, of which this prospectus is a part, also registers the new notes and new EYSs to be issued to you upon any subsequent issuance. For more information regarding these automatic exchanges and the effect they may have on your investment, see “Risk Factors — Subsequent issuances of notes may cause you to recognize original issue discount and subject you to other adverse consequences” on page 26, “Risk Factors — A subsequent issuance of notes may reduce the amount you can recover upon an acceleration of the payment of principal due on the notes or in the event of our bankruptcy” on page 27, “Description of Notes — Additional Notes” on page 118 and “Material U.S. Federal Income Tax Considerations — Consequences to U.S. Holders — Notes — Additional Issuances of Notes” on page 164.

We intend to apply to list our EYSs on the American Stock Exchange under the trading symbol “                  .”

Investing in our EYSs, shares of our class A common stock and/or the notes involves risks.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1)	We are selling $          million aggregate principal amount of notes separately (not represented by EYSs).
(2)	Approximately $         of the proceeds from this offering will be paid to current equityholders to redeem and/or repurchase common stock and preferred stock, including common stock and preferred stock issued upon the exercise of certain options and the exchange of certain options and warrants, and to pay accrued dividends on our preferred stock. Of this amount management will receive $          million. See “The Transactions.”

Certain of our existing equityholders have granted the underwriters an option to purchase up to                    additional EYSs at the initial public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments. This prospectus also relates to          EYSs being issued to our existing equityholders. See “The Transactions.”

The underwriters expect to deliver the EYSs and the notes to purchasers on or about                   , 2004.

                        , 2004

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      In making your investment decision, you should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different. If anyone provided you with different or inconsistent information, you should not rely on it. This prospectus may only be used where it is legal to sell these securities. You should assume the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, consolidated financial condition, results of operations, liquidity and prospects may have changed since that date. Neither the delivery of this prospectus, nor any sale made hereunder, shall under any circumstances imply that the information in this prospectus is correct as of any date subsequent to the date on the cover of this prospectus.

      Until                     , 2004, all dealers that buy, sell or trade our EYSs, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Trademark Notice

      eGo, GlobalWave, TollTag and TransCore are our registered trademarks and Forté, SmartWatch, TagTeller and TransSuite are a few of our trademarks for which we have filed for registration. This registration statement also refers to trademarks and service marks of other companies, including without limitation, E-Zpass®, Ipass®, SunPass®, and FasTrak®. All other trademarks or service marks appearing in this registration statement are the property of their respective owners.

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PROSPECTUS SUMMARY

      The following is a summary of the principal features of this offering of our EYSs and the notes and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus.

Our Company

      We are a leading provider of information technology solutions to operators and users of surface transportation infrastructure in targeted markets within the transportation industry. Our software, services and products are designed to improve efficiencies for our customers, primarily toll road authorities, state departments of transportation, trucking companies and freight brokers. We utilize technology to capture, process and distribute data for our customers on a real-time, integrated basis. We serve two markets, Infrastructure-Based services and Mobile Asset-Based services.

      In the Infrastructure-Based services market, we provide a broad range of solutions to operators and users of surface transportation infrastructure including:

	•	the design, installation, integration and maintenance of toll collection systems;
	•	the design and development of enterprise software for data collection and enforcement of toll transactions;
	•	the manufacture and distribution of radio frequency identification, or RFID, toll transponders, or tags, and readers;
	•	the outsourcing of customer service centers and violation enforcement support services; and
	•	the design, support and integration of intelligent transportation systems, such as systems that monitor and control traffic, to optimize the use of transportation infrastructure.

      We estimate that our customers in this market, which are primarily government entities, collect approximately 60% of the U.S. toll collection revenue and process approximately 14 million toll transactions daily using systems we designed or installed. We service these customers in 24 of the 25 states that have toll roads. We provide our toll collection services to users of electronic toll collection programs, including E-ZPass, IPass, SunPass, TollTag and FasTrak. Our top ten customers in this market have been customers for an average of 20 years. We are the largest manufacturer of RFID tags and readers for transportation-related applications in North America. Our backlog of funded contractual commitments totaled $457.0 million as of January 31, 2004.

      In the Mobile Asset-Based services market, we provide freight matching, asset tracking and monitoring services, logistics and operations management software, and outsourced business processing to small and mid-sized trucking companies, freight brokers, third-party logistics providers, shippers, railroads and marine operators. We are the largest provider of freight matching services in North America with more than 18,000 customers. We estimate that our freight matching network facilitates approximately $40 billion worth of freight transactions annually. On an average daily basis, our freight matching network posts approximately 220,000 loads, which we estimate to be over one-half of the total U.S. spot market for truckload shipments.

      For the fiscal years ended January 31, 2003 and 2004, we had revenue of $318.3 million and $338.1 million, respectively. For fiscal years 2003 and 2004, 56.5% and 58.6%, respectively, of total company revenue was recurring. Recurring revenue consists of revenue from services. These services are consistently used period-to-period by our customers and include toll operations and maintenance, transaction processing and traffic management revenue generated primarily through multi-year contracts and freight matching, fleet management and asset tracking air time services revenue generated under subscription agreements.

      We were formed in 1999 in connection with our management’s leveraged buyout of the company’s business from Science Applications International Corporation, or SAIC. SAIC is the largest employee-owned provider of information technology solutions and systems integration services to government and commercial

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Competitive Strengths

      Strong Recurring Revenue and Cash Flows. The markets in which we operate are characterized by customers whose businesses require information technology solutions that are generally recurring in nature. We provide comprehensive solutions to our broad range of customers and focus on reliable long-term relationships that generate recurring revenue. Our recurring revenue, combined with our low capital expenditures and low corporate overhead, has led to strong gross profit, operating margins and cash flows.

      Leading Market Positions. We have leading positions in the major targeted markets that we serve. We offer customers comprehensive integrated solutions, have developed a long successful track record and serve a large and geographically diverse customer base. Our toll collection customers account for an estimated 60% of toll revenue collected in the U.S., and our freight matching network, the largest in North America, consists of more than 18,000 carriers, freight brokers and shippers.

      Technology Leadership. We have a strong intellectual property portfolio that includes 104 patents. Our track record of successful research and development initiatives has enabled us to continue to design and develop a diversified portfolio of technologically advanced product and application patents that we believe will provide an effective platform for next generation product development with limited additional research and development cost. Throughout our history, we have leveraged our technologies into numerous industry “firsts,” including the first automatic RFID-based toll collection system in the U.S. and the first open road toll collection system.

      Industry-Experienced Management Team with Proven Track Record. Our senior management team has an average of 20 years experience providing comprehensive information technology solutions to the transportation industry, and has successfully executed our business plan by penetrating targeted markets, integrating acquisitions, introducing new solutions and delivering strong recurring revenue and cash flows.

Strategy

      Increase Penetration of Recurring Sales to Existing Customers. We will continue to cross-sell our comprehensive integrated solutions to existing customers that currently utilize only a portion of the software, services and products that we offer in an effort to increase recurring revenue and cash flows.

      Leverage Our Leading Market Positions to Acquire New Customers. We have leading positions in the major targeted markets that we serve and seek profitable long-term relationships with new customers in each of our markets. We believe our successful track record and high quality reputation in toll services will enable us to take advantage of recent market developments in our targeted markets. We will continue to market our freight matching and other related services, which enable our Mobile Asset-Based customers to earn additional revenue and to realize administrative efficiencies and cost savings.

      Maintain Technology Leadership. We remain focused on maintaining our leadership position in the application of information technologies for the surface transportation industry. As a leader in the industry, we are able to consult with a broad range of customers on a regular basis, which enables us to develop practical, customer-oriented solutions. We will continue to take advantage of our ability to identify and develop technology enhancements or refinements necessary to our customers’ businesses.

      Pursue Selected Developing Business Opportunities and Develop Strategic Relationships. We will continue to explore and evaluate new business opportunities that leverage our core technologies and capabilities and offer significant growth potential without significant additional investment. To this end, we are currently pursuing several high growth markets and are developing strategic relationships with industry-leading service and technology providers in pursuit of new business opportunities.

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      Make Strategic Acquisitions. We will continue to evaluate potential add-on acquisitions in order to expand our presence in targeted markets, increase our service offerings, enhance our technology capabilities, or provide access to complementary skill sets or customer relationships. We believe that our acquisition strategy will continue to be successful because of our track record of integrating acquisitions and improving operating efficiencies in the businesses we acquire.

Market Opportunity

Infrastructure-Based Services

      In the past year, there have been significant positive trends in the market for toll services, tags and readers. Budgetary constraints on states, legislation enabling interstate tolling, increased demands upon the capacity of existing infrastructure and a greater acceptance of infrastructure privatization have all contributed to the potential growth of the market for our Infrastructure-Based products and services. As a result of these trends, substantially all toll authorities in the U.S. have announced plans to upgrade or expand, or are currently upgrading or expanding, their existing revenue collection systems. We believe that over the next two to five years these trends will lead to:

	•	an increase in the number of toll roads;
	•	an increase in demand for tags and readers; and
	•	an increase in attendant outsourced customer and back-office services, including financial operations and violation enforcement support services.

Mobile Asset-Based Services

      In 2003, total U.S. transportation spending reached $677 billion, of which trucking services accounted for approximately $585 billion, or 86% of total spending. Freight matching offers a compelling value proposition to small and mid-sized trucking companies, freight brokers, third-party logistics providers and shippers as it reduces empty backhauls, eliminates shipping delays due to equipment transportation availability and minimizes back-office administrative expenses. We also offer tractor and trailer tracking and monitoring solutions, as well as asset tracking products for the transportation industry generally. The market for trailer tracking focuses on operators who seek to reduce trailer to tractor ratios, ensure cargo security, increase billing for trailers parked at their customers’ sites and monitor environmental and other conditions of shipments.

Use of Proceeds and Certain Transactions

      Concurrently with the closing of this offering, we will enter into a new senior secured $           million credit facility, which we refer to as the new credit facility, consisting of a revolving facility in an aggregate principal amount of up to $           million and a term facility in an aggregate principal amount of $           million. We estimate that we will receive net proceeds from the sale of our EYSs and notes sold separately (not represented by EYSs) of approximately $           million, assuming an initial public offering price of $          per EYS, which represents the mid-point of the range set forth on the cover page of this prospectus, and an initial public offering price of      % of the stated principal amount per note sold separately (not represented by EYSs) after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. We will use these net proceeds, together with proceeds of our new credit facility, to:

	•	repay all $           million of outstanding borrowings under, and terminate, our existing credit facility;
	•	redeem all shares of our redeemable preferred stock, including shares issued upon the exchange of options, for $           million;
	•	repurchase certain shares of our convertible preferred stock and common stock, including shares issued upon the exercise and exchange of options or warrants, for $           million;

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	•	pay $           million of accrued dividends on our preferred stock;
	•	escrow $           million to make cash payments beginning in November 2004 with respect to cancelled unvested options for preferred stock and common stock;
	•	retire our employee retention plan with $           million;
	•	pay $           million with respect to amounts owed upon the exercise of stock appreciation rights; and
	•	retain $           million to collateralize surety bonds in the future.

      Concurrently with the closing of this offering, the following transactions will occur:

	•	all shares of our convertible preferred stock and common stock, including shares issued upon the exercise or exchange of options or warrants, will be converted into shares of our existing class A common stock;
	•	all vested options to purchase our preferred stock or common stock will either be exercised or exchanged, and all unvested options will be cancelled in exchange for the right to receive cash in the future based upon specified vesting dates;
	•	all warrants to purchase our common stock will be exchanged for shares of our existing class A common stock; and
	•	all of our existing class A common stock will be repurchased, exchanged for class B common stock or exchanged for EYSs.

Our Investors

      Upon the closing of this offering and assuming the exchange of all of our common stock for EYSs, KRG Capital Partners, LLC, together with its institutional co-investors, will own approximately      % of our class A common stock.

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Our Organizational Structure After this Offering

(1)	Includes class A common stock and class B common stock. Our class A common stock, class B common stock and new class C common stock will vote together as a single class on all matters.
(2)	Our directors, our officers named in our management table and our existing 5% holders will beneficially own           %. See “Principal Securityholders.”

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Where You Can Find Us

      We were incorporated in Delaware in 1999. Our principal executive office is located at 8158 Adams Drive, Hummelstown, Pennsylvania 17036 and our telephone number is (717) 561-2400. Our Internet address is http://www.transcore.com. Http://www.transcore.com is a textual reference only, meaning that the information contained on the website is not part of this prospectus and is not incorporated into this prospectus by reference.

Risk Factors

      You should carefully consider the information under the heading “Risk Factors” and all other information in this prospectus before investing in our EYSs and shares of our class A common stock and/or the notes.

General Information About This Prospectus

      Throughout this prospectus, unless otherwise noted, we have assumed:

	•	no exercise of the underwriters’ over-allotment option;
	•	all shares of our redeemable preferred stock, including shares issued upon the exchange of options, will be redeemed;
	•	all shares of our convertible preferred stock and common stock, including shares issued upon the exercise or exchange of options or warrants, will be converted into our existing class A common stock;
	•	all vested options to purchase our preferred stock or common stock will be either exercised or exchanged;
	•	all warrants to purchase our common stock will be exchanged for shares of our existing class A common stock;
	•	all of our existing class A common stock will be repurchased, exchanged for class B common stock or exchanged for EYSs;
	•	a                     for                     split and reclassification of our existing class A common stock that will become effective immediately prior to this offering; and
	•	an initial public offering price of $           per EYS, which represents the mid-point of the range set forth on the cover page of this prospectus, and an initial public offering price of      % of the stated principal amount per note sold separately (not represented by EYSs), and a closing date of                     .

      Unless the context otherwise requires, references in this prospectus to this “offering” refer to the offering of                     EYSs to the public, including the shares of class A common stock and notes represented by such EYSs, and $           million aggregate principal amount of notes offered separately (not represented by EYSs).

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The Offering

Summary of our EYSs and the Notes

      We are offering                     EYSs at an initial public offering price of $           per EYS, which represents the mid-point of the range set forth on the cover page of this prospectus, and $           million aggregate principal amount of notes sold separately (not represented by EYSs) at an initial public offering price of      % of the stated principal amount for each note. As described below, assuming we make our scheduled interest payments and pay dividends in the amounts contemplated by a dividend policy our board of directors will adopt upon the closing of this offering, holders of EYSs will receive in the aggregate approximately $           per year in dividends and interest on the class A common stock and notes represented by each EYS, and holders of our notes will receive $           per year in interest per note. Interest payments on the notes represented by the EYSs may be deferred under certain circumstances and dividends on the class A common stock represented by the EYSs are payable at the discretion of our board of directors and only as permitted by applicable law and the terms of the agreements governing our indebtedness.

What are EYSs?

      EYSs are securities comprised of common stock and notes. Each EYS represents:

	•	one share of our class A common stock; and
	•	a      % senior subordinated note with $           principal amount.

      The ratio of class A common stock to principal amount of notes represented by an EYS is subject to change in the event of a stock split, recombination or reclassification of our class A common stock. For example, if we elect to effect a two-for-one stock split, from and after the effective date of the stock split, each EYS will represent two shares of class A common stock and the same principal amount of notes as it previously represented. Likewise, if we effect a recombination or reclassification of our class A common stock, each EYS will thereafter represent the appropriate number of shares of class A common stock on a recombined or reclassified basis, as applicable, and the same principal amount of notes as it previously represented.

What payments can I expect to receive as a holder of EYS notes?

      You will be entitled to receive quarterly interest payments at an annual rate of      % of the aggregate principal amount of notes or, in the case of notes represented by your EYSs, approximately $           per EYS per year, subject to our right, under specified circumstances, to defer interest payments. See “Description of Notes — The Notes — Interest Deferral.”

      You will also receive quarterly dividends on the shares of our class A common stock represented by your EYSs, if and to the extent dividends are declared by our board of directors and are permitted by applicable law and the terms of our then existing indebtedness. The indenture governing the notes contains restrictions on our ability to declare and pay dividends on our class A common stock. We will adopt a dividend policy that contemplates that initial annual dividends will be approximately $           per share of our class A common stock. However, our board of directors may, in its discretion, modify or repeal our dividend policy. We cannot assure you that we will pay dividends at this level in the future or at all. See “Description of Notes — Certain Covenants.”

      We expect to make interest and dividend payments on or about the           day of each                     ,                     , and                     to holders of record on the                     day of such month or the immediately preceding business day. The cash used to make the interest and dividend payments is expected to come from distributions by our operating subsidiaries. Our new credit facility will contain limitations on our ability to make interest and dividend payments if we do not meet various financial tests. See “Description of Certain Indebtedness.”

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What instruments will govern my rights as an EYS holder?

      Your rights as an EYS holder will be governed by a global EYS certificate, which includes provisions with respect to the separation, recombination and adjustment of the class A common stock and notes represented by the EYSs. The class A common stock represented by the EYSs will be governed by our restated certificate of incorporation and the notes represented by the EYSs will be governed by the indenture.

Will my rights as a holder of EYSs be any different than the rights of a direct holder of the class A common stock and notes?

      No. As a holder of EYSs you are the beneficial owner of the class A common stock and notes represented by your EYSs. As such, you will have exactly the same rights, privileges and preferences, including voting rights, rights to receive distributions, rights and preferences in the event of a default under the notes indenture, ranking upon bankruptcy and rights to receive communications and notices as a direct holder of the class A common stock and notes, as applicable.

Will the terms of the notes represented by EYSs be the same as the terms of the notes sold separately (not represented by EYSs)?

      Yes. The terms of the notes sold separately (not represented by EYSs) will be identical to the terms of the notes represented by EYSs and will be part of the same series of notes issued under the same indenture. Accordingly, holders of notes sold separately (not represented by EYSs) and holders of notes represented by EYSs will vote together as a single class, in proportion to the aggregate principal amount of notes they hold, on all matters on which they are eligible to vote under the indenture governing the notes.

Will the EYSs be listed on an exchange?

      Yes. We intend to list the EYSs on the American Stock Exchange under the trading symbol “                    .”

Will the notes and shares of our class A common stock be listed on an exchange?

      The notes will not be listed on any exchange. Our shares of class A common stock will not be listed for separate trading on the American Stock Exchange until the number of shares of our class A common stock held separately and not represented by EYSs is sufficient to satisfy applicable requirements for separate trading on the exchange. If more than such number of our outstanding shares of class A common stock is no longer held in the form of EYSs for a period of 30 consecutive trading days and we otherwise meet the applicable listing requirements, we will apply to list the shares of our class A common stock for separate trading on the American Stock Exchange. The notes and shares of our class A common stock will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, unless they are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act.

In what form will EYSs and the securities represented by the EYSs and the notes sold separately be issued?

      The EYSs and the securities represented by the EYSs and the notes sold separately (not represented by EYSs) will be issued in book-entry form only. This means that you will not be a registered holder of EYSs or the securities represented by the EYSs or the notes sold separately (not represented by EYSs), and you will not be entitled to receive a certificate for your EYSs or the securities represented by your EYSs or the notes sold separately (not represented by EYSs). You must rely on your broker or other financial institution that will maintain your book-entry position to receive the benefits and exercise the rights of a holder of EYSs or notes.

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How can I separate my EYSs into shares of class A common stock and notes or combine shares of class A common stock and notes to form EYSs?

      Holders of EYSs, whether purchased in this offering or in subsequent offerings of EYSs of the same series, may, at any time after the earlier of 45 days from the closing of this offering or the occurrence of a change of control, through a broker or other financial institution, separate each of their EYSs into the shares of class A common stock and notes represented thereby. Similarly, any holder of shares of our class A common stock and notes, whether represented by EYSs purchased in this offering or a subsequent offering and separated, or purchased separately in the secondary market, may, at any time, through a broker or other financial institution, combine the applicable number of shares of class A common stock and notes to form EYSs, unless the EYSs have previously been automatically separated as a result of the redemption or maturity of any notes or otherwise. Separation and recombination of EYSs will occur promptly in accordance with The Depository Trust Company’s procedures and upon receipt of instructions from your broker and may involve transaction fees charged by your broker and/or other financial intermediaries. Trading in the EYSs will not be suspended as a result of any such separation or recombination of EYSs. See “Description of EYSs — Book Entry, Settlement and Clearance — Separation and Recombination.”

What will happen if we issue additional EYSs or notes of the same series in the future?

      We may conduct future financings by selling additional EYSs or notes of the same series. Additional EYSs or notes will have terms that are identical to those of the EYSs or notes being sold in this offering, except that: (i) if additional EYSs are issued 45 days or more after the closing of this offering, they will be immediately separable into the shares of class A common stock and notes represented by such EYSs, whereas the EYSs issued in this offering are not separable for 45 days after the closing of this offering; and (ii) if additional EYSs are issued less than 45 days after the closing of this offering, they will be separable on the same date as the EYSs issued in this offering. If we issue additional EYSs, they also will be comprised of class A common stock and notes in the same proportion as the then outstanding EYSs.

      Subsequently issued notes, whether issued separately or as part of an EYS, may be issued with original issue discount, or OID, if they are issued at a discount to their face value (for example, as a result of changes in prevailing interest rates) or if the contingencies relating to the deferral of interest were not treated as “remote” at the time of issuance. The U.S. federal income tax consequences to you of a subsequent issuance of notes (including notes with OID) are unclear. The indenture governing the notes and the agreements with The Depository Trust Company provide that, in the event there is a subsequent issuance of notes having terms substantially identical to the notes issued in this offering, but with a different CUSIP number (or any issuance of notes thereafter), each holder of notes or EYSs (as the case may be) agrees that a portion of such holder’s notes will be automatically exchanged for a portion of the notes acquired by the holders of such subsequently issued notes, and the records of The Depository Trust Company and the trustee will be revised to reflect such exchanges. Consequently, immediately following each such subsequent issuance and exchange, without any further action by such holder, each holder of notes or EYSs (as the case may be) will own an inseparable unit composed of notes of each separate issuance in the same proportion as each other holder. The tax consequences of a subsequent issuance and exchange will affect all of the notes issued in this offering in the same manner, regardless of whether such notes are held as part of an EYS or separately.

      The aggregate stated principal amount of notes owned by each holder will not change as a result of such subsequent issuance and exchange. However, under applicable law it is possible that the holders of subsequently issued notes (to the extent issued with OID) will not be entitled to a claim for the portion of their principal amount that is equal to unamortized OID in the event of an acceleration of the notes or a bankruptcy proceeding occurring prior to the maturity of the notes. See “Risk Factors — A subsequent issuance of notes may reduce the amount you can recover upon an acceleration of the payment of principal due on the notes or in the event of our bankruptcy.” Due to a lack of applicable guidance, it is unclear (and our special counsel is unable to opine as to) whether an exchange of notes for subsequently issued notes results in a taxable exchange for U.S. federal income tax purposes, and it is possible that the IRS might successfully assert that such an exchange should be treated as a taxable exchange. If an automatic exchange following a subsequent issuance were treated as a taxable exchange, you would generally recognize gain or

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      Following any such subsequent issuance and exchange, we (and our agents) will report any OID on the subsequently issued notes ratably among all holders of notes and EYSs, and, by acquiring notes or EYSs, you agree to report OID in a manner consistent with this approach. As a result, regardless of whether the exchange is treated as a taxable event, such exchange may have potentially adverse U.S. federal income tax consequences to you because it may result in an increase in the amount of OID that you are required to include in income. Although we will report the OID on all of the notes in the manner described above, the IRS may assert that any OID should be reported only to the persons that initially acquired such subsequently issued notes (and their transferees, but without regard to the automatic exchanges described above) and thus may challenge the holders’ reporting of OID on their tax returns. In such case, the IRS might further assert that, unless a holder can establish that it is not such a person, all of the notes held by such holder have OID. Any of these assertions by the IRS could create significant uncertainties in the pricing of EYSs and notes and could adversely affect the market for EYSs and notes.

      We will immediately file a Current Report on Form 8-K (or any other applicable form) to announce and quantify any changes in the ratio of EYS components or changes in OID attributed to the notes.

      Because there is no statutory, judicial or administrative authority directly addressing the tax treatment of the EYSs or instruments similar to the EYSs, we urge you to consult your own tax advisor concerning the tax consequences of such an issuance and exchange. See “Material U.S. Federal Income Tax Considerations — Consequences to U.S. Holders — Notes — Additional Issuance of Notes.”

What will be the U.S. federal income tax considerations in connection with an investment in the EYSs?

      The purchase price of each EYS will be allocated between the share of class A common stock and the note represented by such EYS in proportion to their respective fair market values at the time of purchase. Such allocation will establish your initial tax bases in the share of class A common stock and the note. We will report the initial fair market value of each share of class A common stock as $          and the initial fair market value of each note as $          , and by purchasing an EYS, you agree to such allocation and that you will not take a contrary position for any purpose, including tax reporting purposes. However, this allocation is not binding on the IRS and the IRS may challenge it. If the IRS successfully challenges this allocation on the basis that the note had, at the time of purchase, a fair market value that is less than that which we allocated to it, it is possible that the note will be treated as having been issued with OID. If the note were treated as being issued with OID, you generally would have to include OID in income in advance of the receipt of cash attributable to that income. If the IRS successfully asserts that the note had, at the time of purchase, a fair market value greater than that allocated to it, it is possible that the note will be treated as having been issued with amortizable bond premium. If the note were treated as having been issued with amortizable bond premium, you may be able to elect to amortize such bond premium over the term of the note. See “Material U.S. Federal Income Tax Considerations — Consequences to U.S. Holders — EYSs — Allocation of Purchase Price” and “Material U.S. Federal Income Tax Considerations — Consequences to Non-U.S. Holders — EYSs — Allocation of Purchase Price.”

      Our special counsel is of the opinion that the notes issued in this offering should be treated as debt for U.S. federal income tax purposes. However, due to a lack of direct authority, our special counsel cannot conclude with certainty that the notes issued in this offering will be treated as debt for U.S. federal income tax purposes, and the IRS may successfully challenge this position.

      If the notes were treated as equity rather than debt for U.S. federal income tax purposes, then payment of the stated interest on the notes would generally be treated as the payment of dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), but those amounts treated as dividends would likely not qualify for the special rate described in the section entitled “Material U.S. Federal Income Tax Considerations — Consequences to U.S. Holders — Class A Common Stock — Dividends.” Furthermore, interest on the notes would not be deductible by us for

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      If we elect to defer the payment of interest on the notes, you may incur OID. See “Material U.S. Federal Income Tax Considerations — Consequences to U.S. Holders — Notes — Stated Interest; Deferral of Interest.” If we issue additional EYSs or notes of the same series in the future, adverse U.S. federal income tax consequences could result. See “What will happen if we issue additional EYSs or notes of the same series in the future?” and “Material U.S. Federal Income Tax Considerations — Consequences to U.S. Holders — Notes — Additional Issuances of Notes.”

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Summary of Our Class A Common Stock

Summary of Our Notes

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		of payment with any of our future senior subordinated indebtedness, and will rank senior to all our future subordinated indebtedness. In addition, payments on the notes will be blocked upon the occurrence of certain events of defaults with respect to our senior indebtedness. See “Description of Notes — Subordination.”
		As of January 31, 2004, after giving pro forma effect to the transactions:
		• we would have had approximately $           million of total consolidated indebtedness, of which $           million would have been senior indebtedness under our new credit facility; and
		• our non-guarantor subsidiaries would have had no indebtedness outstanding, other than trade payables.
Note guarantees		The notes will be fully and unconditionally guaranteed by each of our domestic subsidiaries on an unsecured senior subordinated basis on the terms set forth in the indenture. The note guarantees will be subordinated in right of payment to all existing and future senior indebtedness of the guarantors, including their senior guarantees of indebtedness under our new credit facility.
Optional redemption		The notes will be redeemable, in whole or in part, at our option, at any time on or after                     , 2009 at the redemption prices set forth herein, plus accrued and unpaid interest to the date of redemption. If the notes are redeemed in whole or in part, the notes and class A common stock represented by each EYS will be automatically separate. See “Description of Notes — Optional Redemption.”
Change of control		Upon the occurrence of a change of control, as defined under “Description of Notes — Repurchase at the Option of Holders — Change of Control,” each holder of the notes will have the right to require us to repurchase that holder’s notes at a price equal to 101% of the principal amount of the notes being repurchased, plus any accrued but unpaid interest to the date of repurchase. In order to exercise this right, a holder must voluntarily separate the notes and class A common stock represented by such holder’s EYS.
Procedures relating to subsequent issuances		The indenture governing the notes will provide that, in the event there is a subsequent issuance of notes by us having substantially identical terms as the notes, but a different CUSIP number, each holder of notes or EYSs (as the case may be) agrees that a portion of such holder’s notes (whether held directly or held as part of EYSs) will be automatically exchanged for a portion of the notes purchased by the holders of such subsequently-issued notes, and the records of The Depository Trust Company will be revised to reflect such exchanges. Consequently, following each such subsequent issuance and automatic exchange, without any action by such holder, each holder of notes or EYSs (as the case may be) will own an inseparable unit composed of notes of each separate issuance in the same proportion as each other holder. However, the aggregate

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		stated principal amount of notes owned by each holder will not change as a result of such subsequent issuance and exchange.
		The indenture governing the notes will permit issuances of additional notes, subject to compliance with restrictive covenants contained in the indenture. However, we may not issue additional notes if and for so long as an event of default with respect to the notes has occurred and is continuing. The automatic exchange of notes summarized above should not impair the rights any holder would otherwise have to assert a claim under applicable securities laws against us or any of our agents, including the underwriters, with respect to the full amount of notes purchased by such holder. However, any subsequent issuance of notes by us may adversely affect the tax and non-tax treatment of the holders of notes and EYSs. See “Risk Factors — Subsequent issuances of notes may cause you to recognize original issue discount and subject you to other adverse consequences,” “Risk Factors — A subsequent issuance of notes may reduce the amount you can recover upon an acceleration of the payment of principal due on the notes or in the event of our bankruptcy” and “Material U.S. Federal Income Tax Considerations — Consequences to U.S. Holders — Notes — Additional Issuances of Notes.”
Restrictive covenants		The indenture governing the notes will contain covenants with respect to us and our restricted subsidiaries that will restrict:
		• the incurrence of additional indebtedness and the issuance by our restricted subsidiaries of preferred stock;
		• our ability to incur layered indebtedness;
		• the creation of liens;
		• the payment of dividends on, and purchase or redemption of, capital stock;
		• a number of other restricted payments, including investments;
		• specified sales of assets;
		• the creation of encumbrances or restrictions on the ability of restricted subsidiaries to distribute and advance funds or transfer assets to us or any other restricted subsidiary;
		• specified transactions with affiliates;
		• our ability to designate restricted and unrestricted subsidiaries;
		• our ability to enter lines of business outside those permitted under the indenture governing the notes; and
		• certain consolidations, mergers and sales and transfers of assets by or involving us.
		The limitations and prohibitions described above are subject to a number of other important qualifications and exceptions described under “Description of Notes — Certain Covenants.”
Listing		We do not anticipate that our notes will be separately listed on any exchange.

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Summary Consolidated Financial Information

      The following summary consolidated financial data should be read in conjunction with “Selected Historical Consolidated Financial Data,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes included in this prospectus. Our summary consolidated balance sheet data as of January 31, 2004 and summary consolidated statements of operations data for the fiscal years ended January 31, 2002, 2003 and 2004 have been derived from our audited consolidated financial statements included in this prospectus. The summary as adjusted consolidated balance sheet data as of January 31, 2004, gives effect to the anticipated use of the proceeds of the offering as if it had taken place on January 31, 2004.

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(1)	If SFAS No. 142, “Goodwill and Other Intangible Assets,” had been adopted as of February 1, 2001, the absence of goodwill and indefinite lived intangible assets amortization would have resulted in the net income for the fiscal year ended January 31, 2002 of $2,784.
(2)	We have included EBITDA because management uses it as a key measure of our operating performance. We define EBITDA as consolidated net income before loss from discontinued operations, provision for income taxes, interest expense, loss on extinguishment of certain debt, depreciation and amortization. EBITDA is not a measure of financial performance under accounting principles generally accepted in the U.S. and should not be considered an alternative to net earnings or any other measure of performance under accounting principles generally accepted in the U.S. or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Our calculation of EBITDA may be different from the calculations used by other companies, and therefore comparability may be limited. Certain financial covenants in the new credit facility and the indenture governing the notes are based on EBITDA, subject to adjustments, and therefore EBITDA for purposes of these financial covenants may be calculated differently from EBITDA as shown above. Depreciation and amortization in this table excludes amortization of deferred financing costs, which is included in interest expense. The following table sets forth a reconciliation of net (loss) income to EBITDA:

(3)

Covenants in the indenture governing our notes and in our new credit facility will contain ratios based on Adjusted EBITDA. Adjusted EBITDA is defined in the indenture as the sum of consolidated net income, as defined therein, plus the following to the extent deducted from consolidated net income: provision for income taxes, interest expense, depreciation and amortization, certain non-cash, extraordinary and non-recurring items, and specified losses from discontinued operations, investor management fees and retention and stock appreciation rights plans expense; minus (2) non-cash items and extraordinary gains increasing consolidated net income for the period. If our Adjusted EBITDA were to decline below certain levels, covenants in the agreements governing our indebtedness that are based on Adjusted EBITDA, including our fixed charge coverage ratio covenant, may be violated and could cause, among other things, a default or mandatory prepayment under our new credit facility, or result in our inability to pay dividends or a requirement that we defer interest payments on the notes. These covenants are summarized

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	under “Description of Notes — Certain Covenants.” A reconciliation of EBITDA to Adjusted EBITDA is as follows:

(4)	We have calculated the ratio of earnings to fixed charges by dividing earnings by fixed charges. Where applicable, we have calculated the deficiency in the coverage of earnings to fixed charges by subtracting fixed charges from earnings. For the purpose of these computations, earnings consist of income from continuing operations before income taxes plus charges, excluding capitalized interest. Fixed charges consist of the sum of interest on indebtedness, amortized expenses related to indebtedness, capitalized interest and an interest component of lease rental expense. The pro forma ratio of earnings to fixed charges, after giving effect to this offering and the use of proceeds, would have been                     for the fiscal year ended January 31, 2004.
(5)	Working capital represents current assets minus current liabilities.

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RISK FACTORS

      An investment in the EYSs and the shares of our class A common stock and/or our notes involves a number of risks. In addition to the other information contained in this prospectus, prospective investors should give careful consideration to the following factors. Any of the following risks could materially and adversely affect our business, consolidated financial conditions, results of operations or liquidity. In such case, you may lose all or part of your original investment. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations.

Risks Relating to the EYSs, the Shares of Class A Common Stock and the Notes

Our substantial indebtedness could restrict our ability to pay interest and principal on the notes and to pay dividends on shares of our class A common stock and have an adverse impact on our financing options and liquidity position.

      As of January 31, 2004, after giving pro forma effect to the transactions, we would have had approximately $           million of total consolidated indebtedness. Our substantial indebtedness could have important adverse consequences to the holders of the EYSs and to the holders of the notes, including:

	•	our ability to pay interest and principal on the notes, pay dividends on shares of our class A common stock or make payments in connection with our other obligations, including, under our new credit facility, may be limited;
	•	our ability in the future to obtain additional financing for working capital, capital expenditures, acquisitions or surety underwriting may be limited;
	•	we may not be able to refinance our indebtedness on terms acceptable to us or at all;
	•	our flexibility in planning for, or reacting to, changes in our business and our industry may be limited;
	•	a significant portion of our cash flow from operations is likely to be dedicated to the payment of the principal of and interest on our indebtedness, thereby reducing funds available for future operations, acquisitions, dividends on our class A common stock and/or capital expenditures;
	•	we may be more vulnerable to economic and industry downturns and conditions, including changes in interest rates; and
	•	we may be placed at a competitive disadvantage compared to those of our competitors that have less indebtedness.

Because of the subordinated nature of the notes and the related note guarantees, holders of our notes may not be entitled to be paid in full in the event of a payment default on our senior indebtedness or senior indebtedness of the subsidiary guarantors or a bankruptcy, liquidation or reorganization or similar proceeding.

      As a result of the subordinated nature of our notes and related note guarantees, in the event of a payment default on our senior indebtedness or senior indebtedness of the subsidiary guarantors or upon any distribution to our creditors or the creditors of the subsidiary guarantors in bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors or our or their property, the holders of our senior indebtedness and senior indebtedness of the subsidiary guarantors will be entitled to be paid in full in cash before any payment may be made with respect to our notes or the note guarantees.

      In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors, holders of our notes will participate with all other holders of unsecured indebtedness of ours or the subsidiary guarantors similarly subordinated in the assets remaining after we and the subsidiary guarantors have paid all senior indebtedness. However, because of the existence of the subordination provisions, including the requirement that you pay over distributions to holders of senior indebtedness, you may receive less, ratably, than our other unsecured creditors, including trade creditors. In any of these cases,

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      The notes will be our senior subordinated obligations ranking equal in right of payment to all of our existing and future senior subordinated indebtedness, senior to all of our future subordinated indebtedness and junior in right of payment to all of our existing and future senior indebtedness. As of January 31, 2004, on a pro forma basis, we would have had the ability to borrow up to an additional amount of $           million under the new credit facility, which would have ranked senior in right of payment to our notes. See “Description of Certain Indebtedness.” The indenture governing the notes and our new senior credit facility permit us and the guarantors, subject to specified limitations, to incur additional debt, some or all of which may be senior debt. All amounts outstanding from time to time under our new senior credit facility will be designated senior debt.

      In addition, the subsidiary guarantors are guarantors under our new credit facility, so any claims of holders of the notes will be subordinated in right of payment to the satisfaction of the claims that the lenders may have under the guarantees granted pursuant to our new credit facility.

The notes will be structurally subordinated to all indebtedness of our subsidiaries that are not guarantors of the notes.

      You will not have any claim as a creditor against our subsidiaries that are not guarantors of the notes, and indebtedness and other liabilities, including trade payables, of those subsidiaries will effectively be senior to your claims against those subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. Under some circumstances, the terms of the notes will permit our non-guarantor subsidiaries to incur additional unspecified indebtedness.

We may incur additional indebtedness ranking equal to the notes.

      If we incur any additional indebtedness that ranks equally with the notes, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any bankruptcy, liquidation, reorganization, dissolution, winding up or other similar proceedings relating to us. This may have the effect of reducing the amount of proceeds paid to you.

Our new credit facility will contain significant limitations on distributions and other payments. In addition, we may amend the terms of our new credit facility, or we may enter into new agreements that govern our senior indebtedness, and the amended terms or new agreements may further significantly affect our ability to pay interest to holders of our EYSs and our notes and dividends to holders of our EYSs.

      Our new credit facility contains significant restrictions on our ability to pay interest on the notes and dividends on the shares of class A common stock based on meeting our total leverage ratio, senior secured leverage ratio, interest coverage ratio and compliance with other conditions, as described in detail under “Description of Certain Indebtedness.”

      As a result of general economic conditions, conditions in the lending markets, the results of our business or for any other reason, we may elect or be required to amend or refinance our new credit facility, at or prior to maturity, or enter into additional agreements for senior indebtedness. Regardless of any protection you have in the indenture governing the notes, any such amendment, refinancing or additional agreement may contain covenants that could limit, in a significant manner, our ability to pay interest payments and dividends to you.

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To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. We may not generate sufficient funds from operations to pay interest on the notes, pay dividends with respect to shares of our class A common stock, repay or refinance our indebtedness at maturity or otherwise, or to fund investments and operations.

      Our ability to make payments on our indebtedness, including the notes, will depend on our ability to generate cash flow from operations in the future. This ability, to a certain extent, is subject to general economic, financial, competitive, governmental and other factors that are beyond our control. Our business may not be able to generate sufficient cash flow from operations and future borrowings may not be available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs.

      A significant portion of our cash flow from operations will be dedicated to capital expenditures and debt service. We may also incur substantial costs in the process of developing new technologies or refining and enhancing our existing technologies to meet current and future technology trends. In addition, we currently expect to distribute a significant portion of any remaining cash earnings to our stockholders in the form of quarterly dividends. Prior to the maturity of our new credit facility and the notes, we will not be required to make any payments of principal on our notes or our new credit facility, and it is not likely that we will generate sufficient funds from operations to repay the principal amount of our indebtedness at maturity. Therefore, we will likely need to refinance our debt, raise additional capital or sell assets and, if we are forced to pursue any of these options under distressed conditions, our business and the value of your investment in our EYSs or notes could be adversely affected. In addition, these alternatives may not be available to us when needed or on satisfactory terms due to prevailing market conditions, a decline in our business, governmental factors or restrictions contained in our senior indebtedness.

      In addition, we may seek to raise additional capital to fund our investments and/or operations through public or private equity or debt financing. Additional financing may not be available, if needed, on acceptable terms, or at all. If we raise additional funds by issuing equity securities, our stockholders may experience dilution.

We may not have sufficient funds to purchase the notes upon the exercise by holders of their rights upon a change of control.

      Under the indenture governing the notes, upon the occurrence of specified change of control events, we will be required to offer to repurchase all outstanding notes; however, we may not have sufficient funds at the time of the change of control event to make the required repurchase of the notes. In addition, a change of control would require the repayment of all borrowings under our new credit facility. Our failure to make or complete an offer to repurchase the notes would place us in default under the indenture governing the notes. We may therefore need to refinance our debt, raise additional capital or sell assets and, if we are forced to pursue any of these options under distressed conditions, our business and the value of your investment in our EYSs or notes could be adversely affected. In addition, these alternatives may not be available to us when needed or on satisfactory terms due to prevailing market conditions, a decline in our business, legislative and regulatory factors or restrictions contained in our senior indebtedness. You also should be aware that a number of important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a change of control under the indenture governing the notes.

We are subject to covenants related to our outstanding debt that limit our business flexibility by imposing operating and financial restrictions on our operations.

      Covenants in the indenture governing the notes impose significant operating and financial restrictions on us. These restrictions prohibit or limit, among other things:

	•	the incurrence of additional indebtedness and the issuance by our restricted subsidiaries of preferred stock;
	•	the ability to incur layered indebtedness;

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	•	a number of other restricted payments, including investments;
	•	the creation of liens;
	•	the ability of our restricted subsidiaries to guarantee our and their indebtedness;
	•	specified sales of assets;
	•	the creation of encumbrances or restrictions on the ability of restricted subsidiaries to distribute and advance funds or transfer assets to us or any other restricted subsidiary;
	•	specified transactions with affiliates;
	•	our ability to designate restricted and unrestricted subsidiaries;
	•	our ability to enter lines of business other than that permitted under the indenture governing the notes; and
	•	certain consolidations, mergers and sales and transfers of assets by or involving us.

      The new credit facility includes most of these covenants and other and more restrictive covenants and prohibits us from prepaying our other indebtedness, including the notes, while indebtedness under the new credit facility is outstanding. The new credit facility also contains covenants that require us to maintain specified financial ratios and satisfy financial condition tests, including, without limitation, the following: a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio.

If we are unable to comply with the covenants governing our outstanding debt, we could be in default under our indebtedness, which could result in our inability to make payments under the notes or the acceleration of our indebtedness.

      Our ability to comply with the ratios or tests may be affected by events beyond our control, including prevailing economic, financial and industry conditions. A breach of any of these covenants, ratios or tests could result in a default under the new credit facility and/or the indenture governing the notes. Certain events of default under the new credit facility would prohibit us from making payments on the notes, including payment of interest when due. In addition, upon the occurrence of an event of default under the new credit facility, the lenders could elect to declare all amounts outstanding under the new credit facility, together with accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the lenders could proceed against the security granted to them to secure that indebtedness. An acceleration by the lenders of payments of indebtedness under the new credit facility may cause an acceleration of amounts outstanding under the notes, which we may not be able to repay. If the lenders accelerate the payment of the indebtedness under the new credit facility, our assets may not be sufficient to repay in full the indebtedness under our new credit facility and our other indebtedness, including the notes.

Subject to certain limitations, we may defer interest at any time at our option. If we defer interest, we will not be permitted to make any payment of dividends so long as any deferred interest or interest on deferred interest remains outstanding.

      Prior to                     , 2009, subject to certain limitations, we may, at our option, defer interest payments on the notes for not more than eight quarters in the aggregate and not beyond                     , 2009. In addition, after                     , 2009, subject to certain limitations, we may, at our option, defer interest on the notes on not more than four occasions for not more than two quarters per occasion; provided that no interest deferral period after                     , 2009 may commence unless and until all deferred interest and accrued interest thereon pursuant to any preceding interest deferral period has been paid in full. After the end of any interest deferral period occurring before                     , 2009, deferred interest, together with any accrued interest thereon, will be required to be repaid on or prior to                     , 2009. Consequently, you may be owed a substantial amount of deferred interest that will not be due and payable until such date. All interest deferred after                     , 2009, together with any accrued interest thereon, must be repaid on or prior to                     , 2016; provided that we

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You may not receive the level of dividends provided for in the dividend policies our board of directors is expected to adopt upon the closing of this offering or any dividends at all.

      Our board of directors may, in its discretion, amend or repeal the dividend policies it is expected to adopt upon the closing of this offering. Future dividends with respect to shares of our class A common stock, if any, will depend on, among other things, our cash flows, cash requirements, financial condition, contractual restrictions, business opportunities, provisions of applicable law and other factors that our board of directors may deem relevant. Our board of directors may decrease the level of dividends provided for in the dividend policies or entirely discontinue the payment of dividends. The indenture governing our notes and the new credit facility contain significant restrictions on our ability to make dividend payments, including, if we have been required to defer interest on the notes under the new credit facility or the indenture, restrictions on the payment of dividends until we have paid all deferred interest. We cannot assure you that we will generate sufficient cash from continuing operations in the future to pay dividends on our class A common stock in accordance with the dividend policy established by our board of directors.

The indenture governing our notes and our new credit facility permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends.

      Our notes and our new credit facility permit us to pay a significant portion of our cash flow to stockholders in the form of dividends and, following completion of this offering, we intend to pay quarterly dividends on our common stock in the aggregate of approximately $           per year. The indenture governing our notes and our new credit facility permit us to pay such dividends as long as we meet specified thresholds. See “Description of Notes — Certain Covenants” and “Description of Certain Indebtedness.” Any amounts paid by us in the form of dividends will not be available in the future to satisfy our obligations under the notes.

Deferral of interest payments would have adverse tax consequences for you and may adversely affect the trading price of the EYSs or the separately held notes.

      If interest payments on the notes are deferred, you will be required to recognize interest income for U.S. federal income tax purposes on the notes held by you under the rules relating to OID possibly before you receive any cash attributable to such interest. In addition, you will not receive any interest that has been deferred if you sell the EYSs or the separately held notes, as the case may be, before the end of any deferral period or before the record date relating to interest payments that are to be paid. See “Material U.S. Federal Income Tax Considerations — Consequences to U.S. Holders — Notes — Stated Interest; Deferral of Interest.”

      If interest is deferred, the EYSs or the separately held notes may trade at a price that does not fully reflect the value of accrued but unpaid interest on the notes. In addition, the requirement that we defer payments of interest on the notes under certain circumstances may mean that the market price for the EYSs or the separately held notes may be more volatile than other securities that do not have this requirement.

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If the note guarantees of the notes by the subsidiary guarantors are held to be invalid or unenforceable or are limited in accordance with their terms, the notes also would be structurally subordinated to the debt of the subsidiary guarantors.

      Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a note guarantee could be voided, or claims in respect of a note guarantee could be subordinated to all other debt of a subsidiary guarantor, if, among other things, the subsidiary guarantor, at the time that it assumed the guarantee:

	•	issued the note guarantee to delay, hinder or defraud present or future creditors;
	•	received less than reasonably equivalent value or fair consideration for issuing the note guarantee and at the time it issued the guarantee;
	•	was insolvent or rendered insolvent by reason of issuing the note guarantee and the application of the proceeds of the note guarantee;
	•	was engaged or about to engage in a business or a transaction for which the subsidiary guarantor’s remaining assets available to carry on its business constituted unreasonably small capital;
	•	intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they mature; or
	•	was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment, the judgment is unsatisfied.

      In addition, any payment by a subsidiary guarantor under its note guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor, or the note guarantee could be subordinated to other debt of the subsidiary guarantor.

      The measures of insolvency for the purposes of fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, an entity would be considered insolvent if, at the time it incurred the debt:

	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of its assets;
	•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
	•	it could not pay its debts as they become due.

      We believe that immediately after the issuance of the notes and the note guarantees, we and each of the subsidiary guarantors will be solvent, will have sufficient capital to carry on their respective businesses and will be able to pay their respective debts as they mature. However, we cannot be sure as to what standard a court would apply in making these determinations or that a court would reach the same conclusions with regard to these issues. Regardless of the standard that the court uses, we cannot be sure that the issuance by the subsidiary guarantors of the note guarantees would not be voided or that the note guarantees would not be subordinated to other debt of the subsidiary guarantors.

      The note guarantee of our notes by any subsidiary guarantor could be subject to the claim that, since the note guarantee was incurred for our benefit, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the subsidiary guarantor were incurred for less than fair consideration. If such a claim were successful and it was proven that the subsidiary guarantor was insolvent at the time the note guarantee was issued, a court could void the obligations of the subsidiary guarantor under the note guarantee or subordinate these obligations to the subsidiary guarantor’s other debt or take action detrimental to holders of the notes. If the guarantee of any subsidiary guarantor were voided, the notes would be effectively subordinated to the indebtedness of that subsidiary guarantor.

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In the event of bankruptcy or insolvency, the notes and guarantees could be adversely affected by principles of equitable subordination or recharacterization.

      In the event of bankruptcy or insolvency, a party in interest may seek to subordinate our debt, including the notes or the guarantees, under principles of equitable subordination or to recharacterize the subordinated notes as equity. In the event a court exercised its equitable powers to subordinate the notes or the guarantees, or recharacterizes the notes as equity, you may not recover any amounts owned on the notes or the guarantees and you may be required to return any payments made to you within six years before the bankruptcy on account of the notes or the guarantees. In addition, should the court treat the notes or the guarantees as equity either under principles of equitable subordination or recharacterization, you may not be able to enforce the notes or the guarantees.

Interest on the notes may not be deductible by us for U.S. federal income tax purposes, which could significantly reduce our future cash flow and impact our ability to make interest and dividend payments.

      Our special counsel is of the opinion that the notes issued in this offering should be treated as debt for U.S. federal income tax purposes. However, due to a lack of direct authority, our special counsel cannot conclude with certainty that the notes issued in this offering will be treated as debt for U.S. federal income tax purposes, and the IRS may successfully challenge this position.

      If the notes were treated as equity rather than debt for U.S. federal income tax purposes, then payment of the stated interest on the notes would generally be treated as the payment of dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), but those amounts treated as dividends would likely not qualify for the reduced rate generally applicable to dividends paid to individuals and interest on the notes would not be deductible by us for U.S. federal income tax purposes. Our inability to deduct interest on the notes would materially increase our taxable income and, thus, could increase our U.S. federal income tax liability. Interest payments to Non-U.S. Holders that are treated as dividends for U.S. federal income tax purposes could be subject to U.S. federal withholding taxes and we could be liable for U.S. federal withholding taxes on any such interest payments previously made by us to Non-U.S. Holders. As a result, if the notes were treated as equity for U.S. federal income tax purposes, our after-tax cash flow could be materially reduced, thereby adversely affecting our ability to make payments on the notes and the class A common stock and possibly affecting our ability to continue as a going concern. See “Material U.S. Federal Income Tax Considerations — Consequences to U.S. Holders — Notes — Characterization of Notes” and “Material U.S. Federal Income Tax Considerations — Consequences to Non-U.S. Holders — Notes — Characterization of Notes.”

The allocation of the purchase price of the EYSs may not be respected.

      The purchase price of each EYS will be allocated between the share of class A common stock and the note represented by such EYS in proportion to their respective fair market values at the time of purchase. Such allocation will establish your initial tax bases in the share of class A common stock and the note. We will report the initial fair market value of each share of class A common stock as $          and the initial fair market value of each note as $          , and by purchasing an EYS, you agree to such allocation and that you will not take a contrary position for any purpose, including tax reporting purposes. However, this allocation is not binding on the IRS and the IRS may challenge it. If the IRS successfully challenges this allocation on the basis that the note had, at the time of purchase, a fair market value that is less than that which we allocated to it, it is possible that the note will be treated as having been issued with OID. If the note were treated as being issued with OID, you generally would have to include OID in income in advance of the receipt of cash attributable to that income. If the IRS successfully asserts that the note had, at the time of purchase, a fair market value greater than that allocated to it, it is possible that the note will be treated as having been issued with amortizable bond premium. If the note were treated as having been issued with amortizable bond premium, you may be able to elect to amortize such bond premium over the term of the note. See “Material U.S. Federal Income Tax Considerations — Consequences to U.S. Holders — EYSs — Allocation of Purchase

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We may have to establish a reserve for future tax liabilities, which could adversely affect our ability to make dividend payments on the EYSs.

      Even if the IRS does not challenge the tax treatment of the notes, it is possible that as a result of changes in circumstances or facts that come to light after this offering, we will in the future need to change our anticipated accounting treatment and establish a reserve for tax liabilities associated with a disallowance of all or part of the interest deductions on the notes, although our present view is that no such reserve is necessary or appropriate. If we were required to maintain such a reserve, our ability to make dividend payments could be materially impaired and the market for the EYSs or class A common stock would be adversely affected. In addition, any resulting restatement of our financial statements could lead to defaults under our senior credit facilities.

Subsequent issuances of notes may cause you to recognize original issue discount and subject you to other adverse consequences.

      Subsequently issued notes may be issued with OID if they are issued at a discount to their face value (for example, as a result of changes in prevailing interest rates) or if the contingencies relating to the deferral of interest were not treated as “remote” at the time of issuance. The U.S. federal income tax consequences to you of a subsequent issuance of notes (including notes with OID) are unclear. The indenture governing the notes and the agreements with The Depository Trust Company provide that, in the event there is a subsequent issuance of notes having terms substantially identical to the notes issued in this offering, but with a different CUSIP number (or any issuance of notes thereafter), each holder of notes or EYSs (as the case may be) agrees that a portion of such holder’s notes will be automatically exchanged for a portion of the notes acquired by the holders of such subsequently issued notes, and the records of The Depository Trust Company and the trustee will be revised to reflect such exchanges. Consequently, immediately following each such subsequent issuance and exchange, without any further action by such holder, each holder of notes or EYSs (as the case may be) will own an inseparable unit composed of notes of each separate issuance in the same proportion as each other holder. The aggregate stated principal amount of notes owned by each holder will not change as a result of such subsequent issuance and exchange. The tax consequences of a subsequent issuance and exchange will affect all of the notes issued in this offering in the same manner, regardless of whether such notes are held as part of an EYS or separately.

      Due to a lack of applicable guidance, it is unclear (and our special counsel is unable to opine as to) whether an exchange of notes for subsequently issued notes results in a taxable exchange for U.S. federal income tax purposes, and it is possible that the IRS might successfully assert that such an exchange should be treated as a taxable exchange. If an automatic exchange following a subsequent issuance were treated as a taxable exchange, you would generally recognize gain or loss in an amount equal to the difference between the fair market value of the subsequently issued notes received by you and your tax basis in the notes exchanged by you. However, the IRS might successfully assert that any such loss should be disallowed.

      Following any such subsequent issuance and exchange, we (and our agents) will report any OID on the subsequently issued notes ratably among all holders of notes and EYSs, and, by acquiring notes or EYSs, you agree to report OID in a manner consistent with this approach. As a result, regardless of whether the exchange is treated as a taxable event, such exchange may have potentially adverse U.S. federal income tax consequences to you because it may result in an increase in the amount of OID that you are required to include in income. Although we will report the OID on all of the notes in the manner described above, the IRS may assert that any OID should be reported only to the persons that initially acquired such subsequently issued notes (and their transferees, but without regard to the automatic exchanges described above) and thus may challenge the holders’ reporting of OID on their tax returns. In such case, the IRS might further assert that, unless a holder can establish that it is not such a person, all of the notes held by such holder have OID. Any of these assertions by the IRS could create significant uncertainties in the pricing of EYSs and notes and could adversely affect the market for EYSs and notes.

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      Because there is no statutory, judicial or administrative authority directly addressing the tax treatment of the EYSs or instruments similar to the EYSs, we urge you to consult your own tax advisor concerning the tax consequences of such an issuance and exchange. See “Material U.S. Federal Income Tax Considerations — Consequences to U.S. Holders — Notes — Additional Issuance of Notes.”

A subsequent issuance of notes may reduce the amount you can recover upon an acceleration of the payment of principal due on the notes or in the event of our bankruptcy.

      Under New York and federal bankruptcy law, holders of subsequently issued notes having original issue discount may not be able to collect the portion of their principal amount that is equal to unamortized original issue discount as of the acceleration or filing date, as the case may be, in the event of an acceleration of the notes or in the event of our bankruptcy prior to the maturity date of the notes. As a result, an automatic exchange that results in a holder receiving a note with original issue discount could have the effect of ultimately reducing the amount such holder can recover from us in the event of an acceleration or bankruptcy.

Before this offering, there has not been a public market for our EYSs, class A common stock or notes, which may cause the price of the EYSs to fluctuate substantially and negatively affect the value of your investment.

      None of the EYSs, class A common stock or notes has a public market history. In addition, there has not been an active market in the U.S. for securities similar to the EYSs. An active trading market for the EYSs, shares of our class A common stock or notes may not develop in the future, which may cause the price of the EYSs, shares of our class A common stock or the notes to fluctuate substantially, and we currently do not expect that an active trading market for the shares of our class A common stock will develop until the notes are redeemed or mature. If the notes represented by your EYSs are redeemed or mature, your EYSs will automatically separate and you will then hold the shares of our class A common stock. We will not apply to list our shares of class A common stock on the American Stock Exchange or any other exchange until the number of shares held separately and not represented by EYSs is sufficient to satisfy applicable requirements for separate trading on such exchange. The class A common stock may not be approved for listing at such time. We do not intend to list our notes on any securities exchange. Accordingly, a market for the notes may not develop in the future.

      The initial public offering price of the EYSs and the notes sold separately in this offering has been determined by negotiations among us, the existing equity investors and the representatives of the underwriters and may not be indicative of the market price of the EYSs and the notes sold separately in this offering after the offering. Factors such as announcements by us or others, developments affecting us, general interest rate levels and general market volatility could cause the market price of the EYSs and the notes sold separately in this offering to fluctuate significantly.

The limited liquidity of the trading market for the notes sold separately (not represented by EYSs) may adversely affect the trading price of the separate notes.

      We are separately selling $           million aggregate principal amount of notes (not represented by EYSs), representing approximately 10% of the total outstanding notes (assuming the underwriters do not exercise their over-allotment option). While the notes sold separately (not represented by EYSs) are part of the same series of notes as, and identical to, the notes represented by the EYSs at the time of the issuance of the separate notes, the notes represented by the EYSs will not be separable for at least 45 days and will not be separately traded until separated. As a result, the initial trading market for the notes sold separately (not represented by EYSs) will be very limited. Even after holders of the EYSs are permitted to separate their EYSs, a sufficient number of holders of EYSs may not separate their EYSs into shares of our class A common stock and notes to create a sizable and more liquid trading market for the notes not represented by EYSs. Therefore, a liquid market for the notes may not develop, which may adversely affect the ability of the holders of the separate notes to sell any of their separate notes and the price at which these holders would be able to sell any of the notes sold separately (not represented by EYSs).

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If interest rates rise, the trading value of our EYSs or notes or class A common stock represented thereby may decline.

      We cannot predict the interest rate environment or guarantee that interest rates will not rise in the near future. Should interest rates rise or should the threat of rising interest rates develop, debt markets may be adversely affected. As a result, the trading value of our EYSs or notes or class common stock represented thereby may decline.

Future sales or the possibility of future sales of a substantial amount of EYSs, shares of our class A common stock or our notes may depress the price of the EYSs and the shares of our class A common stock and our notes.

      Future sales or the availability for sale of substantial amounts of EYSs or shares of our class A common stock or a significant principal amount of our notes in the public market could adversely affect the prevailing market price of the EYSs, and the shares of our class A common stock and our notes, and could impair our ability to raise capital through future sales of our securities.

      Upon the closing of this offering and assuming the exchange of all of our class B common stock for EYSs, we anticipate that our existing equity investors and management will own      % and      %, respectively, of the outstanding shares of our class A common stock or      % and      %, respectively, if the underwriters exercise their over-allotment option in full. Sales by our existing equity investors or management could cause a decline in the market price of the EYSs.

      Subject to certain limitations set forth in the new credit facility, the indenture governing the notes and our amended and restated by-laws, we may issue additional shares of our class A common stock and notes, which may be in the form of EYSs or other securities, from time to time, as consideration for future acquisitions and investments. In the event any such acquisition or investment is significant, the number of shares of our class A common stock and the aggregate principal amount of notes, which may be in the form of EYSs, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be significant. In addition, we may also grant registration rights covering those EYSs, shares of our class A common stock, notes or other securities in connection with any such acquisitions and investments.

Risks Related to Our Business

Our government contracts can be terminated prior to expiration, without cause and without penalty to the contracting government entity.

      In fiscal 2004, 77.0% of total company revenue was generated from our Infrastructure-Based customers. Most of our Infrastructure-Based customers are government entities. Our business is subject to the risk that government entities may unilaterally terminate or modify our existing contracts. Government entities can terminate any of their contracts with us without cause and without penalty to the government agency. Termination of these contracts would result in a reduction of our revenue, income and cash flows. Termination without cause generally results in our ability to recover only our costs incurred or committed, settlement expenses and profit on the work completed, prior to termination, but not our anticipated profit. Most of our contracts with government entities contain provisions for a variety of remedies, including liquidated damages, consequential damages, indemnification, warranties and collateralization, for which insurance is largely unavailable.

We derive a significant amount of revenue from a few customers and, therefore, the loss of any of our significant contracts could adversely affect our revenue and cash flows.

      In the fiscal years ended January 31, 2002, 2003 and 2004, our top five customers accounted for 33.4%, 37.9% and 35.4%, respectively, of total company revenue. The loss of any of these customers or the reduction in amounts generated under our contracts with these customers could materially reduce our revenue and cash flows.

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If we fail to accurately estimate our future costs under our government contracts, we could lose money fulfilling our obligations under such contracts.

      Our business depends in large part on our ability to efficiently perform our obligations under various government-funded contracts. A significant portion of total company revenue from our Infrastructure-Based services segment is derived from firm-fixed price contracts with federal, state and local government entities and are subject to a number of conditions. A firm-fixed price contract requires that the specified product and/or service be provided for a negotiated price, irrespective of cost. Therefore, the financial success of a firm-fixed price contract is dependent upon the accuracy of our cost estimates made during contract negotiations. Our inability to accurately estimate the cost of providing services under these contracts could have an adverse effect on our profitability and cash flows.

While we obtain some of our business through responses to government requests for proposals, we may not be awarded contracts through this process in the future, and contracts we are awarded may not be profitable.

      We obtain, and will continue to seek to obtain, a significant portion of our business in our Infrastructure-Based services segment from state and local government entities. To obtain business from government entities, we are often required to respond to requests for proposals. To effectively respond to requests for proposals, we must accurately estimate our cost structure for servicing a proposed contract and the time required to establish operations. We must also assemble and submit a large volume of information within rigid and often short timetables. If we are unable to respond successfully to requests for proposals, our total company revenue could be adversely impacted. We may not be awarded contracts through the request for proposals process, and our proposals, if we are awarded contracts, may not result in profitable contracts.

We may not be able to obtain surety underwriting at affordable costs, or at all.

      Many of our firm-fixed price contracts require that we post bid, performance and payment, also known as surety, bonds that guarantee completion of the work under contract. The surety bond market has been significantly constrained in the past several years resulting in limited capacity, high premiums and collateralization requirements. In addition, the financial tests employed by surety underwriters to determine premiums and collateralization are conservative and heavily dependent upon tangible net worth. Our ability to obtain surety underwriting is often a prerequisite to maintaining and adding government customers. If we are unable to obtain surety underwriting at an affordable cost, or at all, we will not be able to continue to provide services to our government customers, which would reduce our revenue from these types of contracts and could have a materially adverse effect on our business, financial condition and results of operations. To the extent we provide cash collateral to support the surety bonds, we will have less cash available for other purposes, including the payment of dividends.

Many of our contracts are with state and local governments who may not be able to fulfill the terms of our contracts.

      A substantial portion of total company revenue is derived from contracts with state and local governments and their agencies, and we are therefore subject to the budget constraints of these governmental entities. Our government agency customers may not have the necessary funds to purchase our products and services. In addition, funds available to the government entities to which we sell our products and services are subject to various economic and political influences, over which we have no control.

As a government contractor, we are subject to an increased risk of litigation and other legal actions and liabilities.

      As a government contractor, we are subject to an increased risk of investigation, criminal prosecutions, civil fraud, whistleblower lawsuits and other legal actions and liabilities not often faced by companies that do not provide governmental sponsored services. The occurrence of any of these actions, regardless of the

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The change in the administration of the government entities with which we conduct business could have a negative impact on our business.

      Within our Infrastructure-Based services market, our customers are primarily government entities, and a change of administration within any such governmental entity could delay operations associated with our contracts. Any delay in the government operations associated with our business could have an adverse effect on our ability to obtain contracts, provide the required products and services under contracts, and/or receive payment for products and services that we have already delivered. In addition, a change in administration of a government entity could result in the exercise by such government entity of its rights to terminate its contracts with us for convenience.

We may not be reimbursed for overhead costs on a portion of our government contracts.

      A portion of total company revenue from our Infrastructure-Based services segment is derived, and in the future may be derived, from audited cost-reimbursement contracts with government entities. The government, in exchange for paying overhead costs, reserves the right to audit our overhead for costs that are allowable under the applicable acquisition regulations. Some costs are not allowable and are therefore not reimbursable under these contracts. Our inability to receive reimbursement for, or any limit on the amount of, such non-reimbursable overhead costs could have an adverse effect on our cash flows.

Our success depends on our ability to compete effectively in the marketplace.

      We compete for customers with a variety of organizations that offer services and products similar to ours. The markets in which we compete are also subject to change and are affected by new service and product introductions and other market activities of our competitors. Some of these companies have greater financial, technical, marketing, name recognition and other resources and a larger number of customers than we do. In addition, some of these companies offer more services and products or features than we do. We have experienced, and expect to continue to experience, competition from new entrants into our markets. Increased competition may result in pricing pressures, loss of market share or loss of customers, any of which could harm our business. We believe the principal competitive factors affecting our markets include the following:

	•	customer service;
	•	system functionality and performance;
	•	system and service flexibility;
	•	breadth of service offering;
	•	reputation and experience; and
	•	service cost.

      Our inability to compete successfully would harm our business and results of operations.

Economic factors, including, in particular, an increase in the cost of fuel, could have an adverse impact on the financial health of many of our customers which, in turn, could diminish their ability to pay for our products and services.

      The majority of our Mobile Asset-Based services segment revenue is derived from the sale of goods and services to small and mid-sized long haul carriers or truckers. These customers typically operate at narrow margins and rising fuel costs have a significant negative impact on their operations. Our products are used for the spot market, and in an environment of rising fuel costs, some carriers will choose to reduce the size of their fleet, or cease using their trucks until fuel costs decrease, thereby reducing the demand for our products.

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We may not be able to grow or maintain our market share if we fail to adapt to advances in technology. Even if we are able to develop or acquire new technologies in a timely manner, we may incur substantial costs in developing or acquiring new and/or advanced technologies.

      Our current position in the market could be impaired if we do not react appropriately to current and future technology trends. The introduction of services with new technologies and the emergence of new industry standards and practices can render existing services obsolete and unmarketable over time. Our future success will depend, in part, on our ability to develop or acquire advanced technologies, enhance our existing services and products with new features, add new services and products in order to meet the sophisticated, varied and changing needs of our customers and respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis. If we cannot meet these needs in a timely manner, our growth may suffer. Even if we are able to develop or acquire new technologies in a timely manner, we may incur substantial costs in developing or acquiring such technologies and in deploying new services and features to our customers, which would negatively impact our cash flows.

      Our ability to grow or maintain our market share, satisfactorily provide our core products and services and develop or partner with third parties effectively to provide ancillary services or products for our customers is dependent on our ability to anticipate and adapt to rapid technological changes and introduce, on a timely basis, competitively priced, up-to-date software and systems technology to manage surface transportation systems, assets and transactions. The majority of our business is associated with radio frequency identification products and systems for revenue collection, typically roadway toll systems, and there are other competing products that can be used for the collection of tolls. For example, global positioning systems and video tolling are two alternative technology products that have been used outside of the U.S. for revenue collection. In addition, the Federal Communications Commission, or FCC, has set aside a broadband for transportation safety applications. While there is uncertainty surrounding the nature and timing of the products that will be developed in response to the FCC’s actions, it is likely that these products will enable the live high speed transmission of large quantities of data, will operate in a toll environment and will allow for the collection of toll revenue, resulting in a reduction in the demand for our existing products.

We may incur substantial expenses and divert management resources in prosecuting others for their unauthorized use of our intellectual property rights and defending intellectual property litigation against us.

      Our ability to compete and operate successfully in our markets depends in part on our ability to maintain the proprietary nature of our technologies and products. We rely on a combination of patents, copyrights, trade secrets, trademarks, confidentiality agreements, and other contractual provisions to protect our intellectual property, but these measures may provide only limited protection. The markets in which we compete are characterized by frequent litigation regarding patents and other intellectual property rights.

      In the future, we also may need to pursue legal actions to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Our failure to enforce and protect our intellectual property rights or obtain from third parties the right to use necessary technology could have a material adverse effect on our business, financial condition, and results of operations. These legal actions, whether successful or unsuccessful, could result in substantial costs and diversion of resources, which could have a material adverse effect on our business, financial condition, and results of operations.

      In addition, we cannot be certain that our technologies and products do not and will not infringe upon issued patents or other proprietary rights of others. While we are not currently subject to any infringement claim, any future claim, with or without merit, could result in significant litigation costs and diversion of resources, including the attention of management, and could require us to enter into royalty and licensing

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      Furthermore, parties making such claims could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief that could effectively block our ability to make, use, or sell our products in the U.S. or abroad. Such a judgment would have a material adverse effect on our business, financial condition, and results of operations. In addition, we are obligated under certain agreements to indemnify the other contracting party in connection with any infringement by us of the proprietary rights of third parties. In the event we are required to indemnify parties under these agreements, it could have a material adverse effect on our business, financial condition, and results of operations.

We cannot guarantee the protection of our technology or prevent the development of similar technology by our competitors.

      Other companies, including our competitors, may develop technologies that are similar or superior to our technologies, duplicate our technologies or design around our patents, and may have or obtain patents or other proprietary rights that would prevent, limit or interfere with our ability to make, use or sell our products. Our means of protecting our proprietary rights in the U.S. and abroad may not be adequate and competitors may independently develop similar technologies. Effective intellectual property protection may be unavailable or limited in some foreign countries in which we operate.

      Our pending patent and trademark applications may not be allowed, or others may challenge the validity or scope of our patents or trademarks, including our patent or trademark applications or registrations. Even if patents or trademark registrations are issued and maintained, these patents or trademarks may not be of adequate scope or benefit to us or may be held invalid and unenforceable against third parties. We have not sought to register the copyrights in our proprietary software.

      We claim proprietary rights in various unpatented technologies, copyrightable works, know-how, trade secrets and trademarks relating to our software, services, products and manufacturing processes. We cannot guarantee the adequacy of protection these claims afford. We protect these proprietary rights through contractual obligations, including nondisclosure agreements with our employees and consultants. If these measures do not adequately protect our proprietary rights, third parties could use our technology, and we could lose our competitive advantage.

      Attempts may be made to copy or reverse engineer aspects of our products or to obtain and use information that we regard as proprietary. Accordingly, we may not be able to protect our proprietary rights against unauthorized third-party copying or use. Use by others of our proprietary rights would reduce our revenue and could materially harm our business.

If a significant failure occurs with one of our products, which exceeds the limits of our product liability insurance, we would be required to cover the cost of repair.

      We extend a limited warranty to our customers for the equipment that we manufacture. As a result, we carry both a warranty service reserve on our balance sheet and product liability insurance in the event a significant failure of any of our equipment occurs. If claims under our products’ warranties or pursuant to a product liability lawsuit are made that exceed our warranty reserves or the limits of our product liability insurance, we would be required to cover the cost of the repairs out of the revenue that we generate.

We face risks associated with acquired businesses.

      We have grown our business, in part, through the several acquisitions that we have made since our inception, and we anticipate that we will continue to make strategic acquisitions. The success of these and other acquisitions depends in part on our ability to integrate acquired companies into our business operations. The companies we acquire may not continue to generate income at the same historical levels on which we based our acquisition decisions. As a result, we may not be able to maintain or renew the acquired

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We face substantial competition in attracting and retaining experienced personnel, and we may be unable to grow our business if we cannot attract and retain qualified employees.

      Our success depends to a significant degree on our ability to provide our customers with highly qualified and experienced employees who possess the skills necessary to satisfy our customers’ surface transportation systems needs. These employees are in great demand, particularly in certain geographic areas, and are likely to remain a limited resource for the foreseeable future. Our ability to attract and retain employees with the requisite experience and skill depends on several factors including, but not limited to, our ability to offer competitive wages, benefits and professional growth opportunities. Many of the companies with which we compete for experienced personnel have greater financial resources and name recognition than we do. We may in the future experience difficulty in recruiting sufficient numbers of qualified personnel. In particular, our ability to find RFID engineers is critical to our ability to achieve our growth objectives. Our inability to attract and retain experienced personnel could limit our growth, harm our relationship with existing customers and, therefore, have an adverse effect on our business.

We depend on key personnel for our current and future performance.

      Our current and future performance depends to a significant degree upon the continued contributions of our senior management team, including John M. Worthington, our Chairman and Chief Executive Officer, John A. Simler, our Chief Operating Officer, and Kelly P. Gravelle, our Chief Technology Officer. The loss or unavailability to us of any member of our senior management team or a key employee could significantly harm us. We may not be able to locate or employ qualified replacements on acceptable terms to us, which could have a material adverse effect on our results of operations.

Our restated certificate of incorporation and amended and restated by-laws and several other factors could limit another party’s ability to acquire us and deprive our investors of the opportunity to obtain a takeover premium for their securities.

      A number of provisions in our restated certificate of incorporation and amended and restated by-laws will make it difficult for another company to acquire us and for you to receive any related takeover premium for your securities. For example, our restated certificate of incorporation provides that certain provisions of our restated certificate of incorporation can only be amended by a vote of at least two-thirds of all the outstanding shares of capital stock. In addition, stockholders generally may not act by written consent and only stockholders representing at least 50% in voting power may request that our board of directors call a special meeting. Our restated certificate of incorporation also provides for a classified board of directors and authorizes the issuance of preferred stock without stockholder approval and upon such terms as the board of directors may determine. The rights of the holders of shares of our class A common stock will be subject to, and may be adversely affected by, the rights of holders of any class or series of preferred stock that may be issued in the future.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

      Some statements in this prospectus are known as “forward-looking statements.” Forward-looking statements may relate to, among other things, our dividend policies, future performance generally, the conclusion that the notes should be treated as debt, business development activities, future capital expenditures, financing sources and availability and the effects of competition. Many statements under the captions “Prospectus Summary,” “Risk Factors,” “Dividend Policies,” Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and elsewhere in this prospectus are “forward-looking statements.” These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in the prospectus that are not historical facts.

      Factors that could cause actual results to differ materially include, but are not limited to the following, which are discussed more fully under the caption “Risk Factors”:

	•	our contractual relationships with government entities;
	•	our loss of key customers or sales;
	•	competition in the marketplace;
	•	our inability to obtain surety underwriting;
	•	our ability to adapt to advances in technology;
	•	our ability to protect our intellectual property and control related expenses;
	•	the failure of any of our products;
	•	our ability to successfully integrate future acquisitions; and
	•	our ability to attract and retain personnel and senior management.

      When used in this prospectus, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions and other factors discussed under “Risk Factors” and other parts of this prospectus. You should not place undue reliance on these forward-looking statements, which reflect our management’s view only as of the date of this prospectus.

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THE TRANSACTIONS

      Concurrently with this offering, we will effect the transactions described below. For additional information concerning the transactions, see “Use of Proceeds,” “Description of Certain Indebtedness” and “Capitalization.”

New Credit Facility

      We will enter into a new senior secured credit facility consisting of a revolving facility in an aggregate principal amount of $          and a term facility in an aggregate principal amount of $          . While the new credit facility will permit us to pay interest and dividends to EYS holders, it will contain significant restrictions on our ability to make such interest and dividend payments. The revolving facility and the term facility each will have a           year maturity.

Repayment of Existing Credit Facility

      We will repay all outstanding borrowings under, and terminate, our existing credit facility. As of January 31, 2004, the principal amount outstanding under the existing credit facility was $206.2 million. The terms of the existing credit facility allow us to prepay loans without premium or penalty.

Recapitalization Transactions

      We will consummate a number of internal corporate transactions, including a recapitalization of the equity interests of our current equityholders. The recapitalization will consist of the following:

	•	Class A Redeemable Preferred Stock. We expect to redeem all 502,704 shares of our class A redeemable preferred stock at an amount equal to $43.89 per share plus accrued dividends from their respective dates of issuance.
	•	Options to Purchase Class A-1 Redeemable Preferred Stock; Class A-1 Redeemable Preferred Stock. We expect that all 24,955 options to purchase shares of our class A-1 redeemable preferred stock will be exchanged for our existing class A common stock. Concurrently with the exchange of such options for our existing class A common stock, we expect to redeem all 257,397 shares of our class A-1 redeemable preferred stock for an amount equal to their respective deemed values on, plus accrued dividends from, their respective dates of issuance.
	•	Class B-1 Convertible Preferred Stock. We expect that 80,000 of our 400,000 shares of our class B-1 convertible preferred stock will be converted into 80,000 shares of our existing class A common stock. We expect that the remaining 320,000 shares of class B-1 convertible preferred stock not converted to shares of our existing class A common stock will be repurchased for a price per share equal to $0.01. Of the shares 80,000 of our existing class A common stock received upon the conversion of our class B-1 convertible preferred stock:

	(i)     shares will be repurchased for cash at a purchase price equal to                      per share;
	(ii)    shares will be exchanged for                      shares of our class B common stock; and
	(iii)   shares will be exchanged for                     EYSs.

	•	Class C Convertible Preferred Stock. We expect that all 235,189 shares of our class C convertible preferred stock will be converted into an equal number of shares of our existing class A common stock and we will pay accrued dividends on the class C convertible preferred stock. Of the shares of our existing class A common stock received upon the conversion of our class C convertible preferred stock:

	(i)     shares will be repurchased for cash at a purchase price equal to            per share;
	(ii)    shares will be exchanged for                      shares of our class B common stock; and
	(iii)   shares will be exchanged for                     EYSs.

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	•	Options to Purchase Class C-1 Convertible Preferred Stock; Class C-1 Convertible Preferred Stock. We expect that all 45,000 options to purchase shares of our class C-1 convertible preferred stock will be exchanged for 45,000 shares of our class C-1 convertible preferred stock. Concurrently with the exchange of such options, we expect all 924,962 shares of our class C-1 convertible preferred stock will be converted into an equal number of shares of our existing class A common stock, and we will pay accrued dividends on the class C-1 convertible preferred stock. Of the shares of our existing class A common stock received upon the conversion of our class C-1 convertible preferred stock:

	(i)      shares will be repurchased for cash at a purchase price equal to           per share;
	(ii)     shares will be exchanged for                      shares of our class B common stock; and
	(iii)     shares will be exchanged for                     EYSs.

	•	Warrants to Purchase Class A Common Stock. We expect that all warrants to purchase shares of our existing class A common stock will be exchanged for 418,377 shares of our existing class A common stock. Of the shares of class A common stock received upon the exchange of such warrants:

	(i)      shares will be repurchased for cash at a purchase price equal to                     per share;
	(ii)     shares will be exchanged for                      shares of our class B common stock; and
	(iii)     shares will be exchanged for                     EYSs.

	•	Options to Purchase Existing Class A Common Stock. We expect that the unexercised and vested options to purchase 133,785 shares of our existing class A common stock will be exercised within days of the closing of this offering. The unexercised options will be terminated in exchange for the right to receive cash to be distributed based upon vesting dates specified in the terminated options in an amount equal to the offering price of a share of class A common stock issued in this offering minus the exercise price of the terminated option. Of the shares of our existing class A common stock received upon the exercise of such options:

	(i)      shares will be repurchased for cash at a purchase price equal to                     per share;
	(ii)     shares will be exchanged for                      shares of our class B common stock; and
	(iii)     shares will be exchanged for                     EYSs.

	•	Warrants to Purchase Class B Non-Voting Convertible Common Stock. We expect that the warrants to purchase shares of our class B non-voting convertible common stock will be exchanged for 735,146 shares of our existing class A common stock. Of the 735,146 shares of our existing class A common stock received upon the exchange of such warrants:

	(i)      shares will be repurchased for cash at a purchase price equal to                     per share;
	(ii)     shares will be exchanged for                      shares of our class B common stock; and
	(iii)     shares will be exchanged for                     EYSs.

	•	Exchange of Existing Class A Common Stock. Of the                      shares of our existing class A common stock, we expect that:

	(i)      shares will be repurchased for cash at a price equal to                     per share;
	(ii)     shares will be exchanged for                      shares of our class B common stock; and
	(iii)     shares will be exchanged for EYSs.

Reclassification of Our Equity

      To the extent that our existing common stock, preferred stock, options and warrants are not repurchased or redeemed or ultimately exchanged for EYSs or class B common stock in connection with this offering,

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Payment of Amounts Owed to Participants of Retention Plan.

      We will pay all fixed benefits due to participants of our retention plan in an amount equal to approximately $10.9 million, which were originally due to be paid in September 2004.

Payment with Respect to Stock Appreciation Rights Plan.

      We will pay amounts due upon exercise of stock appreciation rights issued pursuant to our 1999 Stock Appreciation Rights Plan in an aggregate amount equal to approximately $           million.

      We refer to this offering, our entry into the new credit facility and incurrence of the new senior indebtedness, the repayment in full and termination of the existing credit facility, the payment of all amounts owed to participants of our retention plan, the payment of all amounts owed upon exercise of stock appreciation rights issued pursuant to our 1999 Stock Appreciation Rights Plan, the escrow of cash for payments with respect to cancelled unvested options for preferred stock and common stock, and the closing of the internal corporate transactions and recapitalization referenced above collectively as the “transactions.” The closing of this offering is conditioned on the completion of the other transactions (other than the exercise of options after the closing of this offering).

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USE OF PROCEEDS

      We will receive $           million of net proceeds from the sale of our EYSs and the notes sold separately (not represented by EYSs), after deducting underwriting discounts and commissions and estimated offering expenses.

      The table below sets forth our estimate of the sources of the funds required to effect the transactions and our uses of such funds, assuming the transactions all occur on                     , 2004. Actual amounts may vary from the amounts shown below.

(1)	Our new credit facility will consist of a $           million term facility and a $           million revolving credit facility.
(2)	Represents all loans under our existing credit facility. All revolving loans under our existing credit facility mature on January 5, 2008 and bear interest per annum at LIBOR plus 3.25%. We used the proceeds from revolving loans to fund acquisitions, capital expenditures and for general corporate purposes.
(3)	Includes $          to redeem our existing class A redeemable preferred stock, $          to redeem shares of our class A-1 redeemable preferred stock and $          to repurchase shares of our class B-1 convertible preferred stock.
(4)	Includes $          to repurchase shares of our existing class A common stock (including $          to repurchase shares of our existing class A common stock issued upon (i) conversion of class B-1 convertible preferred stock and class C convertible preferred stock and (ii) exercise of certain options and exchange of certain options and warrants).
(5)	Represents cash collateral we will use for our surety bonding requirements in the future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Letters of Credit and Surety Guarantees.”
(6)	Includes underwriting discounts of $           million payable to the underwriters in connection with this offering, $           million payable to the providers of our new credit facility and $           million in other professional fees, including fees payable to KRG Capital Partners, LLC.

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DIVIDEND POLICIES

      Upon the closing of this offering, our board of directors will adopt an initial dividend policy for our class A common stock pursuant to which, in the event and to the extent we have any available cash for distribution to the holders of shares of our class A common stock as of the                     day of any fiscal quarter, and subject to applicable law and the terms of our new credit facility, the indenture governing our notes and any other then outstanding indebtedness of ours, our board of directors will declare cash dividends on our class A common stock. The expected initial dividend rate on our class A common stock is expected to be equal to $           per share per annum, subject to adjustment. We will pay those dividends on or about the day of each fiscal quarter.

      Upon the closing of this offering, our board of directors will also adopt an initial dividend policy for our class B common stock pursuant to which, in the event and to the extent we have any available cash for distribution to the holders of shares of our class B common stock as of the                     day of any fiscal quarter, and subject to applicable law and the terms of our new credit facility, the indenture governing our notes and any other then outstanding indebtedness of ours, our board of directors will declare cash dividends on our class B common stock. The expected initial dividend rate on our class B common stock is expected to be the weighted average of the coupon on our notes and the dividend yield on our class A common stock represented by the EYSs. We will pay those dividends on or about the                     day of each fiscal quarter. Our restated certificate of incorporation provides that on and after the second anniversary of the closing date of this offering, the class B common per share stock dividend rate will not exceed the per share dividend rate of the class A common stock under our dividend policy then in effect; provided, that if the exchange of class B common stock for EYSs is not permitted under the indenture governing the notes as of the second anniversary of the closing date of this offering, such limitation will not be effective until the date such exchange is permitted under the indenture governing the notes.

      Upon the closing of this offering, our board of directors will adopt an initial dividend policy for our class C common stock pursuant to which, in the event and to the extent we have any available cash for distribution to the holders of shares of our class C common stock as of the                     day of any fiscal quarter, subject to applicable law and the terms of our new credit facility, the indenture governing our notes and any other then outstanding indebtedness of ours, our board of directors will declare cash dividends on our class C common stock. The expected initial dividend rate on our class C common stock is expected to be equal to $           per share per annum, subject to adjustment. We will pay those dividends on or about the                     day of each fiscal quarter.

      Dividends will be paid on our class A common stock, class B common stock and class C common stock on a pro rata basis based on their respective dividend rates.

      If we have any remaining cash after the payment of dividends as contemplated above, our board of directors will, in its sole discretion, decide to use that cash to fund capital expenditures or acquisitions, repay indebtedness, pay additional dividends or for general corporate purposes. If in any fiscal quarter the cash available for distribution is insufficient to pay the dividends on our class A common stock, class B common stock and class C common stock, our restated certificate of incorporation provides that the dividends on each class would be reduced by the same percentage until the aggregate dividends paid in the fiscal quarter equaled the available cash for distribution. In the event that in any fiscal quarter available cash for distribution is greater than the targeted dividends on our class A common stock, class B common stock and class C common stock and our board of directors decides to pay additional dividends, our restated certificate of incorporation provides that the dividends on each class would be increased by the same percentage.

      In the event of any change effected by a resolution of our board of directors in the dividend rate on our class A common stock, our restated certificate of incorporation provides that the dividend rate on our class B common stock will automatically be increased or decreased, as applicable, by the same percentage amount.

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      The indenture governing our notes restricts our ability to declare and pay dividends on our common stock as follows:

	•	we may not pay dividends if a default or event of default has occurred and is continuing or would occur as a consequence of such payment;
	•	we may not pay dividends if immediately prior to and after giving effect to such payment (a) our fixed charge coverage ratio, as calculated in accordance with the indenture governing the notes, is below           to 1.00 from the issue date of the notes through                     , 20     and           to 1.00 from                     , 20     and thereafter for the last four fiscal quarters preceding the date of such dividend payment, (b) an interest deferral period with respect to the notes is in effect or (c) there is any deferred and unpaid interest on the notes; and
	•	we may not pay dividends if the amount of such dividend payment, together with certain other restricted payments, exceeds the sum of (a) our excess cash, as defined in the indenture, (b) the aggregate net proceeds from certain sales of securities, (c) the aggregate net proceeds from the sale or other disposition of certain investments and capital stock of certain subsidiaries and dividends or distributions from certain subsidiaries.

      See “Description of Notes — Certain Covenants — Restricted Payments.”

      In addition, our new credit facility will not allow us to pay dividends on our common stock if and for as long as a default or an event of default under our new credit facility has occurred or is continuing; we have any deferred and unpaid interest outstanding on the notes; or our interest coverage ratio is less than the dividend suspension thresholds described under “Description of Certain Indebtedness.”

      Our board of directors may, in its discretion, amend or repeal the dividend policy. Our board of directors may decrease the level of dividends provided for in the dividend policy or discontinue entirely the payment of dividends.

      Future dividends, if any, with respect to shares of our common stock will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant. Under Delaware law, our board of directors may declare dividends only to the extent of our “surplus,” which is defined as total assets minus total liabilities, minus statutory capital, or if there is no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the immediately preceding fiscal year.

      We have not paid dividends on our common stock in the past.

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CAPITALIZATION

      The following table sets forth our capitalization as of January 31, 2004:

	•	on an actual basis; and
	•	on an adjusted basis to give effect to this offering and the transactions described under “The Transactions” as if they were consummated as of January 31, 2004.

      This table should be read in conjunction with our consolidated financial statements included elsewhere in this prospectus.

(1)	Under the new revolving credit facility, we will have revolving loan availability up to $           million.
(2)	Includes notes represented by EYSs and notes sold separately (not represented by EYSs).
(3)	Represents the notes underlying the EYSs issuable upon exchange of our class B common stock.
(4)	Does not include the portion of class B common stock exchangeable for notes underlying EYSs.

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DILUTION

      Dilution is the amount by which:

	•	the portion of the offering price paid by the purchasers of the EYSs to be sold in the offering that is allocated to our shares of class A common stock represented by the EYSs, exceeds
	•	the net tangible book value or deficiency per share of our class A common stock after the offering.

      Net tangible book value or deficiency per share of our class A common stock is determined at any date by subtracting our total liabilities from our total assets less our intangible assets and dividing the difference by the number of shares of class A common stock deemed to be outstanding at that date.

      Our net tangible book value or deficiency as of January 31, 2004 was approximately $           million, or $           per share of class A common stock. After giving effect to our receipt and intended use of approximately $           million of estimated net proceeds (after deducting estimated underwriting discounts and commissions and offering expenses) from our sale of EYSs and notes sold separately (not represented by EYSs) in this offering, and assuming that all of our existing common and preferred stock, stock options, warrants and other outstanding equity interests are exercised and/or exchanged for EYSs, our pro forma as adjusted net tangible book value or deficiency as of January 31, 2004 would have been approximately $           million, or $           per share of class A common stock. This represents an immediate increase in net tangible book value of $           per share of our class A common stock to existing stockholders and an immediate dilution of $           per share of our class A common stock to new investors purchasing EYSs in this offering.

      The following table illustrates this substantial and immediate dilution to new investors:

      The following table sets forth on a pro forma basis as of January 31, 2004, assuming no exercise of the underwriters’ over-allotment option:

	•	the total number of shares of our existing class A common stock owned by our existing investors and the total number of shares of our class A common stock to be owned by the new investors purchasing EYSs in this offering, as represented by the EYSs to be sold in this offering;
	•	the total consideration paid by our existing equity investors and to be paid by the new investors purchasing in this offering; and

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	•	the average price per share of our existing class A common stock paid by our existing equity investors (cash and stock) and the average price per share of our class A common stock to be paid by new investors purchasing EYSs in this offering:

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

      We were incorporated in September 1999 for the purpose of acquiring the operations of Syntonic Technology, Inc. and JHK & Associates, Inc., both wholly owned subsidiaries of Science Applications International Corporation and did not have any operations prior to September 3, 1999. Selected consolidated financials for the period prior to September 3, 1999 are derived from the combined financial statements of Syntonic Technology, Inc. and JHK & Associates, Inc., which we refer to as the Predecessor Company. The summary consolidated financial data presented as of and for the five months ended January 31, 2000 and the fiscal year ended January 31, 2001 have been derived from audited financial statements that are not included in this prospectus. The summary consolidated financial data presented below for the three-year period ended January 31, 2004 and the balance sheet data at January 31, 2003 and 2004 have been derived from our consolidated financial statements, included herein.

      The selected financial data presented below should be read in conjunction with our consolidated financial statements and the notes to our consolidated financial statements included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”