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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 | ||||||||
Warrants A | $ 0.28 | 12/31/2005 | J(1) | 1,902,225 (1) | 05/16/2005 | 02/15/2010 | Common Stock | 95,111 | $ 0 (1) | 8,109,121 (1) | I (1) | By Limited Partnerships (1) | |||
Warrants B | $ 0.145 | 12/31/2005 | J(1) | 634,075 (1) | 11/15/2005 | 02/15/2010 | Common Stock | 31,704 | $ 0 (1) | 2,703,040 (1) | I (1) | By Limited Partnerships (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MARXE AUSTIN W & GREENHOUSE DAVID M C/O SPECIAL SITUATIONS FUNDS 527 MADISON AVENUE, SUITE 2600 NEW YORK, NY 10022 |
X |
Austin W. Marxe | 01/19/2006 | |
**Signature of Reporting Person | Date | |
David M. Greenhouse | 01/19/2006 | |
**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) | This is a joint filing by Austin W. Marxe (Marxe) & David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP) & Special Situations Private Equity Fund, L.P. (PE), respectively. 317,037 shares of Com Stk, 1,902,225 Wts A cvt into 95,111 shares of Com Stk & 634,076 Wts B, cvt into 31,704 shares of Com Stk are held by QP & 1,034,482 shares of Com Stk, 6,206,896 Wts A, cvt into 310,345 shares of Com Stk and 2,068,965 Wts B, cvt into 103,448 shares of Com Stk are held by PE. Pursuant to that certain Exchange Tender Offer described in the Schedule TO-I of Special Situations Fund III, L.P. (SSFIII), as filed by SSFIII with the Securities and Exchange Commission on November 17, 2005, SSF III transferred the securities included in this Form 4 to QP on December 31, 2005. The interest of Marxe & Greenhouse in the shares of Common Stock owned by QP & PE is limited to the extent of his pecuniary interest. |