Filed Pursuant to Rule 424(b)(3) and 424(b)(7)

File No. 333-131373

PROSPECTUS SUPPLEMENT NO. 9

(To Prospectus dated January 30, 2006, as supplemented by Prospectus Supplement No. 1 dated May 16, 2006, by Prospectus Supplement No. 2 dated May 19, 2006, by Prospectus Supplement No. 3 dated May 26, 2006, by Prospectus Supplement No. 4 dated June 2, 2006, by Prospectus Supplement No. 5 dated June 9, 2006, by Prospectus Supplement No. 6 dated June 16, 2006, by Prospectus Supplement No. 7 dated June 23, 2006 and by Prospectus Supplement No. 8 dated June 30, 2006)

13,525,195 Shares

Common Stock

 

---

The following information supplements information contained in the prospectus dated January 30, 2006, as supplemented by prospectus supplement No. 1 dated May 16, 2006, by prospectus supplement No. 2 dated May 19, 2006, by prospectus supplement No. 3 dated May 26, 2006, by prospectus supplement No. 4 dated June 2, 2006, by prospectus supplement No. 5 dated June 9, 2006, by prospectus supplement No. 6 dated June 16, 2006, by prospectus supplement No. 7 dated June 23, 2006 and by prospectus supplement No. 8 dated June 30, 2006 (together, the “Prospectus”), relating to the resale by selling stockholders, including their respective transferors, donees, pledgees or successors in interest, of our common stock issued or issuable upon the exercise of warrants that were sold to those investors identified in this prospectus supplement in 2000 and 2001 private placements of our common stock and warrants to purchase our common stock. This prospectus supplement should be read in conjunction with the Prospectus, and is qualified by reference to the Prospectus, except to the extent that the information presented herein supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.

The shares of our common stock are quoted on The Nasdaq National Market under the symbol “NDAQ.”

Investing in our common stock involves risks that are described in the “Risk Factors” section of our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q that are incorporated by reference in this prospectus supplement.

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

 

---

The date of this prospectus supplement is July 7, 2006.

---

SELLING STOCKHOLDERS

The following table supplements the table of selling stockholders and related footnotes appearing under the heading “Selling Stockholders” of the prospectus dated January 30, 2006, as supplemented by prospectus supplement No. 1 dated May 16, 2006, by prospectus supplement No. 2 dated May 19, 2006, by prospectus supplement No. 3 dated May 26, 2006, by prospectus supplement No. 4 dated June 2, 2006, by prospectus supplement No. 5 dated June 9, 2006, by prospectus supplement No. 6 dated June 16, 2006, by prospectus supplement No. 7 dated June 23, 2006 and by prospectus supplement No. 8 dated June 30, 2006 by adding or supplementing the information below with respect to selling stockholders. When we refer to the “selling stockholders” in this prospectus supplement, we mean those persons listed in the table below, as well as the pledgees, donees, assignees, transferees, successors and others who hold any of the selling stockholders’ interest. The shares of our common stock offered by this prospectus supplement include the shares of our common stock issued or issuable upon the exercise of warrants that were sold to those investors identified in this prospectus in our 2000 and 2001 private placements of our common stock and warrants to purchase our common stock.

Information regarding the selling stockholders may change from time to time and any changed information will be set forth in supplements to this prospectus supplement if and when necessary. Unless set forth below, to our knowledge, none of the selling stockholders has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates.

A selling stockholder may from time to time offer and sell any or all of its securities under this prospectus supplement. Because a selling stockholder is not obligated to sell the shares of our common stock held by it, we cannot estimate the number of shares of our common stock that a selling stockholder will beneficially own after this offering.

 

Name of Selling Stockholder		Shares Beneficially Owned Prior to this Offering		Number of Shares that may be sold by this Prospectus Supplement		Percentage of Shares Beneficially Owned After Offering(1)
Instinet, LLC (2)		1,430,550		281,250		*
Lehman Brothers Inc.		1,125,000		1,125,000		*
Credit Suisse Securities (USA) LLC (3)		1,101,475		375,000		*
Goldman, Sachs & Co.		1,063,700		1,063,700		*
Goldman Sachs Execution & Clearing		875,000		875,000		*
Morgan Stanley and Co., Incorporated		777,500		496,250		*
Merrill Lynch International (4)		661,000		661,000		*
JP Morgan Securities Inc. (5)		600,699		435,550		*
ML IBK Positions, Inc. (6)		473,750		468,750		*
Oracle Corporation		441,500		430,000		*
Cisco Systems, Inc.		430,000		430,000		*
Deutsche Bank Securities		411,300		411,300		*
UBS Financial Services Inc.		375,000		375,000		*
CIBC World Markets Corp.		360,526		93,326		*
Verizon Investments, Inc.		340,000		340,000		*
Banc of America Securities LLC (7)		337,500		337,500		*
AIGTI, Inc.		296,243		296,243		*
Salomon Smith Barney Inc.		285,725		285,725		*
Charles Schwab and Co., Inc. (8)		281,250		281,250		*
Bernard L. Madoff Investment Securities LLC		250,000		125,000		*
William R. Hough		238,474		210,526		*
Intel Corporation (9)		215,000		215,000		*
Amazon.com NV Investment		215,000		215,000		*
Sun Microsystems, Inc.		215,000		215,000		*
Microsoft Corporation		215,000		215,000		*
RBC Dain Rauscher Inc.		189,625		37,125		*
Bear Stearns & Co. Inc. (10)		187,500		187,500		*
Sunrise Partners Limited		125,000		125,000		*
AIG Financial Securities Corporation		120,600		120,600		*
Converging Arrows Inc.		120,600		120,600		*
DE Shaw Valence LLC		107,000		6,000		*
Harris Nesbitt Corp.		103,000		3,000		*
Keefe, Bruyette & Woods, Inc. (11)		94,019		300		*
TD Ameritrade Online Holding Corp.		71,200		24,700		*
The Krieger Family Limited Partnership		58,000		50,000		*
BlackRock Investments, Inc.		47,211		47,211		*
Sandler O’Neill & Partners, LP (12)		46,500		14,125		*
Coastal Capital Markets, LLC		44,200		44,200		*
Check Point Software Technologies Ltd.		35,000		35,000		*
Piper Jaffrey Foundation corpus		28,888		28,888		*
Amaranth LLC		28,400		600		*
SWS Group, Inc.		26,700		2,100		*
Craig A. Smith		26,000		23,000		*
On-Line Investment Services Inc.		23,040		11,070		*
Guzman & Company		20,600		20,600		*
Hayden R Fleming & LaDonna M. Fleming Revocable Trust		20,000		10,000		*
Wien & Malkin Securities Corp.		19,440		19,440		*
McCarthy & Co.		19,300		19,300		*
Regal Discount Securities, Inc.		19,000		13,000		*
T. Rowe Price		18,000		18,000		*
Schonfeld Securities, LLC		17,900		17,900		*
Valley National Holdings LLC		16,154		16,154		*
JA Glynn & Co.		14,600		2,400		*
Lipper Analytical Securities Corporation		13,600		10,600		*
Paulson Investment Company		12,400		2,400		*
GFI Securities LLC		12,400		2,400		*
Scott & Stringfellow, Inc.		11,875		2,375		*
Great Pacific Fixed Income Securities, Inc.		11,460		7,460		*
The Dreyfus Service Corporation		11,210		1,200		*
First Analysis Securities Corporation		11,200		1,000		*
Koonce Securities, Inc.		11,151		4,600		*
Warren D. Nadel & Company		11,000		9,000		*
Driehaus Securities Corporation		11,000		3,000		*
Hunter Associates, inc.		10,400		4,800		*
Susquehanna Capital Group		10,400		2,400		*
Senvest International LLC		10,300		10,300		*
Trans American Equities Corporation		10,300		5,000		*
United Equities Company		10,300		2,500		*
Automated Trading Desk		10,129		10,129		*
WestLB Securities, Inc.		9,510		1,500		*
MHA Financial Corp.		9,500		3,000		*
Parnassus Investments		9,500		1,500		*
Mid-Ohio Securities Corp		9,400		2,400		*
B. Riley & Co., Inc.		9,300		5,300		*
Delta Equity Services Corporation		9,000		9,000		*
B-Trade Services LLC		9,000		3,000		*
Dupasquier & Co., Inc.		9,000		3,000		*
Allen & Company, Incorporated		8,800		2,200		*
SWS Financial Services		8,800		300		*
Valdes & Moreno, Inc.		8,600		8,600		*
First State Securities, Inc.		8,500		4,500		*
Middlegate Securities Ltd.		8,500		1,500		*
Angelo, Gordon & Co. LP		8,500		1,500		*
OppenheimerFunds Distributor, Inc.		8,500		1,500		*
Franklin Templeton		8,500		1,500		*
Templeton/Franklin Investment Services, Inc.		8,500		1,500		*
Lawrence B. Lappin		8,300		1,500		*
Rothschild Inc.		8,210		1,200		*
American Securities Team, Inc.		8,000		6,000		*
Salman Partners (USA) Inc.		8,000		6,000		*
Comprehensive Capital Corp.		8,000		4,000		*
Larry E. Peters		8,000		3,000		*
Marc J. Lane & Company		8,000		3,000		*
McKinnon & Company, Inc.		8,000		3,000		*
William Blair & Company, LLC		7,988		7,988		*
TransMarket Group LLC		7,800		300		*
Hazlett, Burt & Watson, Inc.		7,700		2,400		*
John G Kinnard & Co., Inc.		7,625		2,375		*
R J Steichen & Company		7,625		2,250		*
DeMatteo Monness, LLC		7,500		1,500		*
Garban LLC		7,500		1,500		*
Newman & Associates, Inc.		7,500		1,200		*
Archipelago LLC		7,500		1,200		*
Aufhauser Securities, Inc.		7,400		5,800		*
BNP Paribas Securities Corp.		7,200		1,200		*
Frank Baiata		7,000		4,200		*
Cadaret, Grant & Co., Inc		7,000		3,000		*
MichaelAngelo LP		7,000		3,000		*
Delaware Charter Gty Trust TR		6,820		4,860		*
P. Schoenfeld Asset Management LLC		6,700		2,400		*
JLM Securities Company		6,600		3,300		*
CFS Securities, Inc.		6,600		2,400		*
Thomas A. Harenburg		6,600		6,600		*
Phillips & Company Securities Inc.		6,500		1,800		*
Garban Capital Markets LLC		6,500		1,500		*
Davenport & Company LLC		6,500		1,500		*
FNB Brokerage Services Inc.		6,500		1,500		*
Garban Securities LLC		6,500		1,200		*
Belfinance Securities, Inc.		6,383		4,383		*
KLA-Tencor Corporation		6,300		3,150		*
Ark Investments		6,000		4,600		*
C & L Securities Corporation		6,000		3,000		*
First Brokerage America, LLC		6,000		3,000		*
Falcon Securities, Inc.		5,900		3,600		*
Johnson Securities, Inc.		5,700		2,200		*
Jeremy C. Huang		5,600		3,600		*
WR Rice Financial Services, Inc.		5,538		3,000		*
Brahman Securities, Inc.		5,500		5,500		*
Edward Ronald Lara		5,500		2,400		*
Banyan Securities, LLC		5,500		1,500		*
Tip Partners		5,500		1,500		*
BNY Investment Center Inc.		5,400		2,400		*
Calamos Financial Services, Inc.		5,300		300		*
First Albany Corporation		5,100		5,100		*
Strome Securities, LP		5,000		5,000		*
Goldman, Lass Securities		5,000		5,000		*
John C. Helmer & Mary D. Helmer		5,000		4,000		*
MB Financial Services, Inc.		5,000		4,000		*
Wayne Edgar Reis		5,000		3,000		*
Shukla Financial Services, Inc.		5,000		3,000		*
Golden Financial Services, Inc.		5,000		3,000		*
Commerce Securities Corporation		5,000		3,000		*
Atmel Corporation		5,000		1,667		*
Joseph Kosinsky, Inc.		5,000		1,500		*
Greenberg Financial Group		5,000		1,500		*
Other Stockholders		1,041,828		856,348		*
Certain other beneficial owners of common stock or future transferees, pledgees, donees of or from any such holder, if identified as described below (13)(14)		1,086,727		1,086,727		*
Total		17,341,438		13,525,195		*

---

*	Less than 1%.

(1) Calculated based on Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended (Exchange Act), using 111,900,966 shares of common stock outstanding (including shares of restricted common stock entitled to vote at the annual meeting) as of May 3, 2006.

(2) Silver Lake Partners owns approximately 88% of the parent of Instinet, LLC. Glenn Hutchins, a principal of Silver Lake Partners, is a member of our Board of Directors.

(3) An affiliate of Credit Suisse Securities (USA) LLC has engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us, including as a financial advisor or financing source.

(4) One of our directors, Jeffrey N. Edwards, is an employee of an affiliate of Merrill Lynch International. Merrill Lynch International has engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us, including as a financial advisor or financing source.

        (5) JP Morgan Securities Inc. has engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us, including as a financial advisor or financing source.

(6) One of our directors, Jeffrey N. Edwards, is an employee of an affiliate of ML IBK Positions, Inc.

(7) Banc of America Securities, LLC has engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us, including as a financial advisor or financing service.

(8) One of our directors, Lon Gorman, was an executive officer of The Charles Schwab Corporation and Schwab Capital Markets, affiliates of Charles Schwab & Co., Inc. until November 2004.

(9) One of our directors, Arvind Sodhani, is an officer of Intel Corporation.

(10) Bear, Stearns & Co. Inc. has engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us, including as a financial advisor or financing source.

(11) Keefe, Bruyette & Woods, Inc. has engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us, including as a financial advisor or financing source.

(12) One of our directors, Thomas O’Neill, is a founding principal of Sandler O’Neill Partners, L.P. Sandler O’Neill Partners, L.P. has engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us, including as a financial advisor or financing source.

(13) Selling stockholders may be identified in the table above by us at a later date by filing a prospectus supplement to this prospectus supplement. Such other holders shall not be permitted to sell pursuant to the registration statement unless and until they are listed in the selling stockholders table in a supplement to this prospectus supplement.

(14) Assumes that any selling stockholders or any future pledgees, donees, assignees, transferees or successors of or from such other holders of the shares do not beneficially own any shares of common stock other than the common stock registered hereby.

 

S-1