UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants (1) | 12/29/2007 | 12/29/2012 | Common Stock, par value $0.01 per share | 1,000,000 | $ 2.231 (2) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
J.P. Morgan Ventures CORP 270 PARK AVENUE NEW YORK, NY 10260-0060 |
 |  X |  |  |
Keith Stephan | 11/16/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Issued by the Company to the Reporting Person on 6/28/2007.Pursuant to Section 2(d) of the Warrant, the Reporting Person does not have the right to exercise any portion of the Warrant after the Initial Excercise Date (12/29/2007)to the extent that, after giving effect to such exercise,the Reporting Person would beneficially own in excess of the Beneficial Ownership Limitation(4.99% of the shares outstanding immediately after such exercise).In addition, Section 2(d)ofthe Warrant further provides that the Reporting Person can waive the Beneficial Ownership Limitation of 4.99% and increase it to 9.99%,with 61 days notice to the Company,but the Beneficial Ownership Limitation may not be further waived.The Reporting Person has not provided notice of such waiver to the Company.Accordingly,for purposes of calculating when J.P.Morgan Ventures Corp. became a 10% beneficial owner of the Issuer's common equity securities,the Reporting Person is not the beneficial owner of the Warrants. |
(2) | Conversion ratio of one warrant into one share of Common Stock |