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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 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 | ||||||||
Secured Convertible Promissory Note | $ 1.1 | 11/10/2007 | J(1) | $ 4,000,000 | 02/16/2006 | 11/15/2007 | Common Stock | 3,636,363 | $ 4,000,000 | 0 | I (2) | By SCO Capital Partners LLC | |||
Secured Convertible Promissory Note | $ 1.1 | 11/10/2007 | J(1) | $ 400,000 | 10/24/2006 | 11/15/2007 | Common Stock | 363,636 | $ 400,000 | 0 | I (2) | By SCO Capital Partners LLC | |||
Secured Convertible Promissory Note | $ 1.1 | 11/10/2007 | J(1) | $ 400,000 | 12/06/2006 | 11/15/2007 | Common Stock | 363,636 | $ 400,000 | 0 | I (2) | By SCO Capital Partners LLC | |||
Secured Convertible Promissory Note | $ 1.1 | 11/10/2007 | J(1) | $ 500,000 | 02/16/2006 | 11/15/2007 | Common Stock | 454,545 | $ 500,000 | 0 | I (2) | By Beach Capital LLC | |||
Common Stock Purchase Warrants | $ 3.5 | 11/10/2007 | P | 333,333 | 11/10/2007 | 11/10/2013 | Common Stock | 333,333 | $ 0 (5) | 333,333 | I (2) | By SCO Capital Partners, L.P. | |||
Series A Cumulative Convertible Preferred Stock | $ 3 | 11/10/2007 | P | 200 | (3) | (3) | Common Stock | 666,667 | $ 10,000 | 200 | I (2) | By SCO Capital Partners, L.P. | |||
Common Stock Purchase Warrants | $ 3.5 | 11/10/2007 | P | 1,064,293 | 11/10/2007 | 11/10/2013 | Common Stock | 1,064,293 | $ 0 (5) | 1,064,293 | I (2) | By SCO Capital Partners LLC | |||
Series A Cumulative Convertible Preferred Stock | $ 3 | 11/10/2007 | P | 100 | (3) | (3) | Common Stock | 333,333 | $ 10,000 | 100 | I (2) | By SCO Capital Partners LLC | |||
Series A Cumulative Convertible Preferred Stock | $ 3 | 11/10/2007 | P(4) | 1,468.8409 | (3) | (3) | Common Stock | 4,896,136 | $ 3,666.67 (4) | 1,568.8409 | I (2) | By SCO Capital Partners LLC | |||
Common Stock Purchase Warrants | $ 3.5 | 11/10/2007 | P | 94,288 | 11/10/2007 | 11/10/2013 | Common Stock | 94,288 | $ 0 (5) | 94,288 | I (2) | By Beach Capital LLC | |||
Series A Cumulative Convertible Preferred Stock | $ 3 | 11/10/2007 | P(4) | 154.2898 | (3) | (3) | Common Stock | 514,299 | $ 3,666.67 (4) | 154.2898 | I (2) | By Beach Capital LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR NEW YORK, NY 10019 |
X | |||
SCO CAPITAL PARTNERS L P C/O SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR NEW YORK, NY 10019 |
X | |||
Beach Capital LLC C/O SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR NEW YORK, NY 10019 |
X | |||
Rouhandeh Steven H C/O SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR NEW YORK, NY 10019 |
X |
Beach Capital LLC, by Steven H. Rouhandeh, Managing Member | 11/14/2007 | |
**Signature of Reporting Person | Date | |
SCO Capital Partners, L.P., by Steven H. Rouhandeh, Managing Member of General Partner | 11/14/2007 | |
**Signature of Reporting Person | Date | |
SCO Capital Partners LLC, by Steven H. Rouhanden, Managing Member | 11/14/2007 | |
**Signature of Reporting Person | Date | |
Steven H. Rouhandeh | 11/14/2007 | |
**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) | The Secured Convertible Promissory Note was surrendered and cancelled as consideration for the purchase of the Series A Cumulative Convertible Preferred Stock of issuer. |
(2) | This Form 4 is being filed by Steven H. Rouhandeh individually and by SCO Capital Partners, L.P., SCO Capital Partners LLC and Beach Capital LLC. Mr. Rouhandeh is the managing member of SCO Capital Partners LLC, Beach Capital LLC and the entity that is the general partner of SCO Capital Partners, L.P. |
(3) | These securities are exercisable at any time and have no expiration date. |
(4) | The purchase price for this preferred stock was paid in the form of surrender and cancellation of Secured Convertible Promissory Notes (the "Notes"). Such Notes were surrendered and cancelled as consideration for such number of shares of Series A Cumulative Convertible Preferred Stock as are convertible into the same number of shares of Common Stock as the noteholder would have been entitled to receive upon conversion of all principal and interest under the Note into Common Stock. |
(5) | These warrants were issued as additional consideration for the purchase of the Series A Cumulative Convertible Preferred Stock. |