|
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 | ||||||||
| Stock Purchase Warrants (right to buy) | $ 4.26 | 07/20/2007 | H | 30,000 | (2) | 07/20/2007 | Common Stock | 30,000 | (2) | 0 | D | ||||
| 6% Secured Convertible Note | $ 0.35 | 07/23/2007 | C | 720,476 | 04/09/2007 | 07/23/2007 | Common Stock | 720,476 | $ 252,167 | 714,286 | D | ||||
| 6% Secured Convertible Note | $ 0.35 | 07/23/2007 | H(3) | 714,286 | 04/09/2007 | 01/21/2008(3) | Common Stock | 714,286 | $ 250,000 | 0 | D | ||||
| Amended and Restated 8% Secured Convertible Note | $ 0.35 | 07/23/2007 | P(3) | 714,286 | 07/23/2007 | 12/21/2008 | Common Stock | 714,286 | $ 250,000 | 714,286 | D | ||||
| 6% Secured Convertible Note | $ 2.6 | 07/23/2007 | H(4) | 269,231 | 07/21/2006 | 01/21/2008(4) | Common Stock | 269,231 | $ 700,000 | 0 | I | By Rainbow Gate Corporation (1) | |||
| Amended and Restated 8% Secured Convertible Note | $ 0.75 | 07/23/2007 | P(4) | 933,333 | 07/23/2007 | 12/21/2008 | Common Stock | 933,333 | $ 700,000 | 933,333 | I | By Rainbow Gate Corporation (1) | |||
| Stock Purchase Warrants (right to buy) | $ 3.6 | 07/23/2007 | H(5) | 188,462 | 07/21/2006 | 07/21/2011 | Common Stock | 188,462 | (5) | 0 | I | By Rainbow Gate Corporation (1) | |||
| Amended Stock Purchase Warrants (right to buy) | $ 1.03 | 07/23/2007 | P(5) | 653,333 | 07/23/2007 | 07/21/2011 | Common Stock | 653,533 | (5) | 653,333 | I | By Rainbow Gate Corporation (1) | |||
| Stock Purchase Warrants (right to buy) | (6) | (6) | (6) | Common Stock | 1,000,000 | 1,000,000 | D | ||||||||
| Stock Purchase Warrants (right to buy) | (7) | (7) | (7) | Common Stock | 51,776 | 51,776 | D | ||||||||
| Stock Purchase Warrants (right to buy) | (8) | (8) | (8) | Common Stock | 29,742 | 29,742 | I | By Rainbow Gate Corporation (1) | |||||||
| Stock Purchase Warrants (right to buy) | (9) | (9) | (9) | Common Stock | 54,545 | 54,545 | I | By Rainbow Gate Corporation (1) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| STILLWATER LLC 15 EAST 62ND STREET NEW YORK, NY 10021 |
X | |||
| /s/ Mortimer D.A. Sackler | 07/25/2007 | |
| **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) | These securities are owned solely by Rainbow Gate Corporation. The sole member of Stillwater LLC is the investment manager of Rainbow Gate Corporation, and this report shall not be deemed an admission that Stillwater LLC is the beneficial owner of these securities except to the extent of its pecuniary interest therein. |
| (2) | These warrants expired and were not exercised by the Reporting Person. |
| (3) | The outstanding 6% Secured Convertible Note that was purchased pursuant to a Note Purchase Agreement dated on July 21, 2006, as amended on March 28, 2007, as part of a private placement by the Issuer, in which 50% of the principal amount matured on July 23, 2007 and 50% would have matured on January, 21, 2008, was amended pursuant to an Amendment Agreement with the Issuer, effective July 23, 2006 (the "Amendment Agreement"), which extended the maturity date for the entire note to December 21, 2008. This amendment is reported above as the cancellation of the "old" note and the acquisition of a new one. |
| (4) | The outstanding 6% Secured Convertible Note purchased on July 21, 2006, as part of a private placement by the Issuer, in which 50% of the principal amount matured on July 23, 2007 and 50% would have matured on January, 21, 2008, was amended pursuant to the Amendment Agreement, which extended the maturity date for the entire note to December 21, 2008, reduced the conversion price from $2.60 to $0.75 and increased the interest rate from 6% to 8%. This amendment is reported above as the cancellation of the "old" note and the acquisition of a new one. |
| (5) | The Stock Purchase Warrants acquired on July 21, 2006 as part of a private placement by the Issuer was amended pursuant to the Amendment Agreement, which decreased the warrant purchase price from $3.60 to $1.03. This amendment is reported above as the cancellation of the "old" warrant and the acquisition of a new one. |
| (6) | The warrants to purchase Issuer's Common Stock have an exercise price of $0.48 per share, are exercisable immediately, and will expire on July 21, 2011. |
| (7) | The warrants to purchase Issuer's Common Stock have an exercise price of $27.60 per share, are exercisable immediately, and will expire on June 10, 2008. |
| (8) | The warrants to purchase Issuer's Common Stock are exercisable immediately, will expire on April 25, 2010, and had an exercise price of $7.12 per share prior to the execution of the Amendment Agreement but are subject to re-pricing due to the execution of the Amendment Agreement in accordance with the terms of the original warrant. |
| (9) | The warrants to purchase Issuer's Common Stock have an exercise price of $10.00 per share, are exercisable immediately, and will expire on October 20, 2010 |