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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 Debenture (right to buy) | $ 0.34 | 09/07/2007(4) | P | 738,235 | 08/31/2007 | 08/31/2010 | Common stock | 738,235 | (3) | 738,235 | I | By Shapiro Family Trust | |||
Common Stock Warrant (right to buy) | $ 0.38 | 09/07/2007(4) | P | 738,235 | 08/31/2007 | 08/31/2012 | Common Stock | 738,235 | (3) | 738,235 | I | By Shapiro Family Trust | |||
Convertible Debenture (right to buy) | $ 0.288 | 09/06/2007 | J(1) | 17,431 | (1) | 09/06/2009 | Common Stock | 17,431 | (1) | 421,238 | 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 |
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/s/ Alan C. Shapiro | 09/10/2007 | |
**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 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) $.288, and (ii) 70% of the average closing prices on the ten days immediately prior to the date of redemption. In accordance with the terms of the Convertible Debenture, the Convertible Debenture may be converted by the reporting person at any time while outstanding, and the Issuer is required to redeem (in cash or in shares) 1/30th of the outstanding amount of the Convertible Debenture each month during its term. On September 6th, the Issuer effected the September redemption using shares of Common Stock having a value of $.24 per share, resulting in the issuance to the reporting person of 17,431 shares of Common Stock. |
(2) | This amount does not include 82,938 shares of Common Stock owned directly by the reporting person. |
(3) | Face value paid for the debenture and the warrant was $200,000. |
(4) | The closing of the financing pursuant to which the debentures and warrants described herein were sold occurred on August 31, 2007; provided however, proceeds escrowed at closing were not released to the Issuer, and the debentures and warrants were not issued to the reporting person, until September 7, 2007. |