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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 Debt (Tranche A) | $ 2.28 | 12/31/2002 | J(1) | 10,000,000 (1) | 12/31/2002 | 12/20/2006 | Common Stock | (1) (3) | (1) (3) | 3,000,000 | I | See footnote (1) (4) | |||
| Convertible Debt (Tranche B) | $ 1.8 | 07/12/2001 | P(2) | 2,000,000 | 07/12/2001 | 12/20/2006 | Common Stock | (2) (3) | (1) | 2,000,000 | I | See footnote (2) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KAPOOR JOHN N 225 EAST DEERPATH ROAD SUITE 250 LAKE FOREST, IL 60045 |
X | X | ||
| /s/ John N. Kapoor | 05/17/2005 | |
| **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) | On December 31, 2002, K&A Capital Investments, L.P (the "Limited Partnership") reassigned to the John N. Kapoor Trust, dtd. 9/20/89 (the "Trust") $1,000,000 of the principal amount of a $3,000,000 Convertible Promissory Note dated July 12, 2001 (the "Tranche A Note") which the Trust had assigned to the Limited Partnership on July 1, 2002. |
| (2) | The Trust and the issuer entered into a Convertible Loan and Warrant Agreement under which the $2,000,000 principal of the note (the "Tranche B Note") is convertible into common stock of the Issuer. |
| (3) | This amendment is being filed to report that, in addition to principal, accrued interest on the Tranche A Note and the Tranche B Note will be converted into a right to receive common stock at a price of $2.28 per share (in the case of the Tranche A Note) or $1.80 per share (in the case of the Tranche B Note) to the extent that principal and accrued interest remain unpaid. Each accrual will therefore increase the number of shares that may be acquired or disposed of under the reported derivative security. |
| (4) | Securities held through various limited partnerships and trusts. Dr. Kapoor disclaims beneficial ownership of such shares except to the extent of his pecuniary interest. |