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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 | ||||||||
Series A Convertible Pref. Stock, $.01 par value per share | $ 0.75 | 06/18/2007 | P | 42,500 | (2) | (3) | Common Stock | 56,666 | (5) | 492,500 | I (1) | By Vicis Capital Master Fund | |||
Series B Warrant to Purchase Common Stock | $ 2.25 | 06/18/2007 | P | 283,334 | (2) | 03/07/2013 | Common Stock | 283,334 | (5) | 3,283,334 | I (1) | By Vicis Capital Master Fund | |||
Series B Warrant to Purchase Common Stock | $ 1.5 | 06/18/2007 | P | 566,668 | 08/11/2006 | 03/07/2011 | Common Stock | 566,668 | (5) | 6,566,668 | I (1) | By Vicis Capital Master Fund | |||
Series E Convertible Pref. Stock, $.01 par value per share | $ 0 | 07/23/2007 | J(4) | 250,000 | (2) | (3) | Common Stock | 250,000 | (4) | 1,000,000 | I (1) | By Vicis Capital Master Fund | |||
Series F Warrant to Purchase Common Stock | $ 2.25 | 07/23/2007 | J(4) | 250,000 | (2) | 07/23/2012 | Common Stock | 250,000 | (4) | 250,000 | I (1) | By Vicis Capital Master Fund | |||
Series C Convertible Pref. Stock, $.01 par value | $ 0 | 01/18/2008 | P | 2,246,300 | (2) | (3) | Common Stock | 2,246,300 | (6) | 22,463 | I (1) | By Vicis Capital Master Fund | |||
Series C Warrant to Purchase Common Stock | $ 0.75 | 01/18/2008 | P | 2,000,000 | (2) | 01/18/2012 | Common Stock | 2,000,000 | (6) | 2,000,000 | I (1) | By Vicis Capital Master Fund | |||
Series BD Warrant to Purchase Common Stock | $ 1.5 | 01/18/2008 | P | 421,683 | (2) | 01/18/2012 | Common Stock | 421,683 | (6) | 421,683 | I (1) | By Vicis Capital Master Fund | |||
Series BD Warrant to Purchase Common Stock | $ 2.25 | 01/18/2008 | P | 210,841 | (2) | 01/18/2012 | Common Stock | 210,841 | (6) | 210,841 | I (1) | By Vicis Capital Master Fund | |||
Series F Warrant to Purchase Common Stock | $ 0.75 | 11/16/2006 | 11/16/2011 | Common Stock | 2,000,000 | 2,000,000 | I (1) | By Vicis Capital Master Fund | |||||||
Series F Warrant to Purchase Common Stock | $ 1.5 | 11/16/2006 | 11/16/2011 | Common Stock | 750,000 | 750,000 | I (1) | By Vicis Capital Master Fund | |||||||
Series A Warrant to Purchase Common Stock | $ 1.5 | (2) | 12/04/2011 | Common Stock | 364,178 | 364,178 | I (1) | By Vicis Capital Master Fund |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Vicis Capital, LLC 126 E. 56TH STREET, TOWER 56 SUITE 700 NEW YORK, NY 10022 |
X | |||
Vicis Capital Master Fund 126 EAST 56TH STREET TOWER 56, SUITE 700 NEW YORK, NY 10022 |
X |
/s/ Keith Hughes, Chief Operating Officer, Vicis Capital LLC | 04/11/2008 | |
**Signature of Reporting Person | Date | |
/s/ Keith Hughes, Authorized Representative, Vicis Capital Master Fund | 04/11/2008 | |
**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) | Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares. |
(2) | Immediately. |
(3) | None. |
(4) | On July 23, 2007 Vicis Capital Master Fund exchanged 250,000 shares of common stock with the Issuer for (1) 250,000 shares of the Issuer's Series E Convertible Preferred Stock and (2) 250,000 warrants to purchase the Issuer's common stock with an exercise price of $2.25 and an expiration date of July 30, 2012. |
(5) | On June 18, 2007, Vicis Capital Master Fund acquired in a private sale: (1) 42,500 shares of the Issuer's Series A Convertible Preferred Stock, $0.01 par value; (2) a warrant to purchase 283,334 shares of the Issuer's common stock with an expiration date of March 7, 2013 and an exercise price of $2.25; and (3) a warrant to purchase 566,668 shares of the Issuer's common stock with an expiration date of March 7, 2011 and an exercise price of $1.50, for aggregate consideration of $736,666. |
(6) | On January 18, 2008 Vicis Capital Master Fund acquired in a private sale securities of five different issuers, including: (1) 22,463 shares of the Issuer's Series C Convertible Preferred Stock; (2)a warrant to purchase 2,000,000 shares of the Issuer's common stock with an expiration date of January 18, 2012 and an exercise price of $0.75; (3) a warrant to purchase 421,683 shares of the Issuer's common stock with an expiration date of January 18, 2012 and an exercise price of $1.50; and (4) a warrant to purchase 210,841 shares of the Issuer's common stock with an expiration date of January 18, 2012 and an exercise price of $2.25, for aggregate consideration of $5,475,000. |