Cautionary Statement Regarding Forward-looking Statements
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents to which we refer you in this prospectus contain "forward-looking statements" that are based on our current expectations. Actual results in future periods may differ materially from those expressed or implied by those forward-looking statements because of a number of risks and uncertainties. In addition to other factors and matters contained or incorporated by reference in this document, including those disclosed under "Risk Factors," these statements are subject to risks, uncertainties and other factors, including, among others:
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- our expectations regarding the effect of the Rescission Offer on the rescission or damage rights of Plan participants;
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- the applicability of exemptions from state law with respect to the sale and issuance of the Shares and to the Rescission
Offer;
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- the anticipated benefits and risks of our business relationships;
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- our ability to attract retail and business customers; our belief that we can attract customers in a
cost-efficient manner; the ability of our online marketing campaigns to be a cost-effective method of attracting customers; our belief that we can internally develop
cost-effective branding campaigns;
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- the anticipated benefits and risks associated with our business strategy;
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- our future operating results;
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- the anticipated size or trends of the market segments in which we compete and the anticipated competition in those
markets;
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- potential government regulation;
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- our future capital requirements and our ability to satisfy our capital needs; the potential for additional issuances of
our securities;
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- our future ability to repurchase or retire or refinance our publicly traded debt;
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- our expansion in international markets;
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- our plans to devote substantial resources to our sales and marketing teams;
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- our strategy to develop strategic business relationships with additional wholesalers and distributors; our belief that
manufacturers will recognize us as an efficient liquidation solution;
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- our belief that current or future litigation or regulatory action will likely not have a material adverse effect on our
business;
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- the results of upgrades to our infrastructure and the likelihood that additional future upgrades can be implemented
without disruption of our business;
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- our belief that we can meet our published product shipping standards even during periods of relatively high sales
activity;
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- our belief that we can maintain or improve upon customer service levels that we and our customers consider acceptable;
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- our belief that our information technology infrastructure can and will support our operations and will not suffer
significant downtime;
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- the potential effects of our facilities consolidation and restructuring program and of the various actions we have taken in connection with that program;
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- the possibility that we will relocate our corporate offices or consolidate our warehouses;
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- statements about our community site business and its anticipated functionality;
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- our belief that we can maintain inventory levels at appropriate levels despite the seasonal nature of our business; and
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- our belief that we can successfully offer and sell a constantly changing mix of products and services; and
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- other risks detailed in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2009. See "Where You Can Find More Information" on page 16 of this prospectus.
Furthermore, in some cases, you can identify forward-looking statements by terminology such as may, will, could, should, expect, plan, intend, anticipate, believe, estimate, predict, potential or continue, the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. Our actual results may differ materially from those contemplated by any forward-looking statement. Except as otherwise required by law, we expressly disclaim any obligation to release publicly any update or revisions to any forward-looking statements to reflect any changes in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
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