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The former Brobeck, Phleger & Harrison attorneys who joined Heller Ehrman White & McAuliffe‘s San Diego office have had their share of initial public offerings this year. Last week, the team completed the $13.5 million IPO for Path 1 Network Technologies Inc. The deal was the group’s second public offering in 2003. “This one little group has had 100 percent of the tech IPOs in Southern California this year, and in fact we’ve had over 10 percent of all IPOs of all kinds in the U.S.,” says Heller Ehrman partner Hayden Trubitt, who was lead counsel on the Path 1 deal. Technically, the deal wasn’t an initial public offering — Path 1 stock has been trading on the Over-the-Counter Bulletin Board, a micro-cap and penny stock index, for a few years. But the offering moved Path 1′s stock to the American Stock Exchange, giving the company its first significant access to the public markets. The offering sold 1.25 million Path 1 units at $10.80 each. The units consist of three shares of Path 1 common stock and two warrants to buy a share of common stock at $5.40. The Heller group began working on the IPO in February, filing the first registration statement draft in May. While IPOs are much more rare today than they were during the dot-com boom, Trubitt said the sense of urgency in getting a deal done remains the same. “In all markets everybody wants to get to the market as quickly as possible for fear that the window might close if you wait one extra day,” Trubitt said. “So nothing changes; that’s true in good times and bad.” Trubitt was assisted by San Diego associates Jason Hannon and Patrick Keran, as well as by David Wilson, a partner in Heller’s Seattle office. Path 1′s underwriter, Paulson Investment Co. Inc., was represented by the Portland, Ore., office of Stoel Rives. Digital River Inc. Howard, Rice, Nemerovski, Canady, Falk & Rabkin and Wilson Sonsini Goodrich & Rosati helped Digital River Inc. tap the public equities market for additional capital. Howard, Rice represented Digital River, a Minnesota-based e-commerce company, in a $44.8 million follow-on public offering. The deal, which sold 2.1 million shares of common stock to the public, was Digital River’s second follow-on offering since going public in 1998. Since Digital River had previously filed a shelf registration for the offering with the Securities and Exchange Commission, the deal was completed much faster than usual, said Michael Sullivan, the partner who led the Howard, Rice team. “We found out about the offering on a Friday afternoon, and by Wednesday we had priced the deal,” said Sullivan. “From Friday afternoon until Wednesday, there weren’t very many hours that weren’t devoted to the transaction.” Sullivan was assisted by Howard, Rice associates Julia Vax, David Tang, John Sutton and Christopher Woolley. Wilson Sonsini’s Palo Alto office represented the underwriters, which included Deutsche Bank Securities Inc., U.S. Bancorp Piper Jaffray and RBC Capital Markets. Partner Robert Day led the group, with help from partner Michael Occhiolini, and associates Craig Lang and Larry Kane.

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