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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 | ||||||||
Employee Stock Option (right to buy) | $ 2.04 | 01/26/2006 | A | 50,000 | 06/26/2006 | 06/26/2016 | Common Stock | 50,000 | $ 2.04 | 263,695 | D | ||||
Convertible Debenture (right to buy) | $ 2.3 | 03/14/2006 | J(1)(3) | 5,770 (3) | (2) | 09/15/2008 | Common Stock | 5,770 | $ 1.45 (1) | 265,827 | I | By Shapiro Family Trust | |||
Convertible Debenture (right to buy) | $ 2.3 | 04/01/2006 | J(4) | 7,276 (4) | (2) | 09/15/2008 | Common Stock | 7,276 | $ 1.15 (1) | 269,465 | I | By Shapiro Family Trust | |||
Convertible Debenture (right to buy) | $ 2.3 | 05/01/2006 | J(5) | 7,747 (5) | (2) | 09/15/2008 | Common Stock | 7,747 | $ 1.08 (1) | 323,574 | I | By Shapiro Family Trust | |||
Convertible Debenture | $ 2.3 | 06/01/2006 | J(6) | 7,968 (6) | (2) | 09/15/2008 | Common Stock | 7,968 | $ 1.05 (1) | 327,904 | I | By Shapiro Family Trust | |||
Employee Stock Option (right to buy) | $ 1.35 | 04/20/2006 | A | 50,000 | 04/20/2006 | 04/26/2016 | Common Stock | 50,000 | $ 1.35 | 319,465 | D | ||||
Convertible Debenture | $ 2.3 | 07/03/2006 | J(7) | 13,944 (7) | (2) | 09/15/2008 | Common Stock | 13,944 | $ 0.6 (1) | 335,480 | I | By Shapiro Family Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SHAPIRO ALAN C 17567 CAMINO DE YATASTO PACIFIC PALISADES, CA 90272 |
X |
/s/ Alan C. Shapiro | 06/05/2006 | |
**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) | The Convertible Debenture is redeemable by the Issuer using shares of the Issuer's common stock at a price per share equal to the lesser of (i)$2.30 and (ii) 85% of the average of the closing prices on the ten trading days immediately preceding the date of redemption. In accordance with the terms of the Convertible Debenture,the Issuer is required to redeem (in cash or in shares)1/30 of the outstanding amount of the Convertible Debenture each month during its term. |
(2) | The Convertible Debenture is convertible by the reporting person into shares of common stock of the Issuer at any time and may be redeemed by the issuer on a monthly basis through the issuance of shares of common stock. The conversion price of the Convertible Debenture is $2.30 per share and the redemption price floats as described in Footnote 1. |
(3) | See Footnote 1. On March 14, the Issuer effected the March redemption transaction using shares of common stock having a value of $1.45, resulting in the issuance to the reporting person of an additional 5770 shares of common stock. |
(4) | See Footnote 1. On April 1, the Issuer effected the April redemption using shares of common stock having a value of $1.15, resulting in the issuance to the reporting person of an additional 7276 shares of common stock. |
(5) | See Footnote 1. On May 1, the Issuer effected the May redemption using shares of common stock having a value of $1.08, resulting in the issuance to the reporting person of 7747 shares of common stock. |
(6) | See Footnote 1. On June 1, the Issuer effected the June redemption using shares of common stock having a value of $1.05, resulting in the issuance to the reporting person of 7968 shares of common stock. |
(7) | See Footnote 1. On July 3, the Issuer effected the July redemption using shares of common stock having a value of $.60, resulting in the issuance to the reporting person of 13944 shares of common stock. |