|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COMVEST VENTURE PARTNERS LP 830 THIRD AVENUE 8TH FLOOR NEW YORK, NY 10022 |
X | |||
FALK MICHAEL 830 THIRD AVENUE 8TH FLOOR NEW YORK, NY 10022 |
X |
/s/Michael S. Falk, ComVest Venture Partners, L.P., By: ComVest Management LLC | 02/18/2005 | |
**Signature of Reporting Person | Date | |
/s/ Michael S. Falk | 02/18/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On the date hereof, the Reporting Person has a direct beneficial ownership interest in 3,904,000 shares of Common Stock, consisting of: (a) 11,300 shares of Series B Preferred Stock (convertible into 452,000 shares of Common Stock); and (b) Warrants to purchase 3,452,000 shares of Common Stock. |
(2) | On the date hereof, ComVest Management, LLC ("ComVest Management") has an indirect beneficial ownership interest in 3,904,000 shares of Common Stock, which are directly beneficially owned by the Reporting Person, which ComVest Management may be deemed to beneficially own by virtue of the fact that it is the general partner of the Reporting Person, consisting of: (a) 11,300 shares of Series B Preferred Stock (convertible into 452,000 shares of Common Stock); and (b) Warrants to purchase 3,452,000 shares of Common Stock. |
(3) | On the date hereof, Commonwealth Associates Group Holdings, LLC ("CAGH") has an indirect beneficial ownership interest in 3,904,000 shares of Common Stock, which are directly beneficially owned by the Reporting Person, which CAGH may be deemed to beneficially own by virtue of the fact that it is the sole member of ComVest Management, general partner of the Reporting Person, consisting of: (a) 11,300 shares of Series B Preferred Stock (convertible into 452,000 shares of Common Stock); and (b) Warrants to purchase 3,452,000 shares of Common Stock. |
(4) | On the date hereof, Michael Falk ("Falk") has (i) an indirect beneficial ownership interest in 3,904,000 shares of Common Stock, which are directly beneficially owned by the Reporting Person, which Falk may be deemed to beneficially own by virtue of the fact that he is the Chairman and principal member of CAGH; (ii) a direct beneficial ownership interest in 251,200 shares of Common Stock; and (iii) an indirect beneficial ownership interest in 661,920 shares of Common Stock, which are directly beneficially owned by Commonwealth Associates Liquidation, LLC ("CAL"), which Falk may be deemed to beneficially own by virtue of the fact that Falk is the principal stockholder of Commonwealth Associates Management Company, Inc. (the managing member of CAL), each beneficial ownership interest consisting of Common Stock, Series B Preferred Stock convertible into Common Stock and Warrants to purchase Common Stock. |