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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Debentures (right to buy) (1) | $ 0.4 | 12/07/2005 | 12/07/2009 | Common Stock | 11,250,000 (2) (3) (4) | 11,250,000 (2) (3) (4) | I | By Midsummer Investment Ltd. (5) | |||||||
Warrants (right to buy) | $ 0.43 | 12/07/2005 | 12/07/2010 | Common Stock | 7,798,059 (2) (3) (4) | 7,798,059 (2) (3) (4) | I | By Midsummer Investment Ltd. (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AMSALEM MICHEL A 295 MADISON AVENUE 38TH FLOOR NEW YORK, NY 10017 |
X |
/s/ Philip Yee, as Attorney-in-Fact for Michel Amsalem | 08/14/2007 | |
**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) | $4,500,000 of 8% Convertible Debentures. |
(2) | Subject to anti-dilution adjustments. |
(3) | The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares of purposes of Section 16 or for any other purpose. |
(4) | The conversion of the debentures and exercise of the warrants by Midsummer Investment Ltd. is contractually capped such that such conversion or exercise, as applicable, shall not cause Midsummer's beneficial ownership to exceed 4.99%, unless waived by Midsummer, and in no event to exceed 9.99% (without giving effect to shares of common stock underlying any unconverted portion of the debenture or unexercised portion of the warrant). |
(5) | Mr. Amsalem is a member of Midsummer Capital, LLC, which serves as investment advisor to Midsummer Investment Ltd. and may be deemed to have an indirect pecuniary interest in the securities, but disclaims such pecuniary interest. |
Remarks: Exhibit 24 - Power of Attorney (incorporated by reference from Form 3/A filed on January 9, 2007) |