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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Title of Derivative Security | 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 | 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 Securities Underlying Derivative Security (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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Promissory Note | $1 (1) | 04/03/2008 | P | $45,000 (2) | 04/03/2008 | 04/03/2010 | Common Stock | (2) | (3) | $45,000 (2) | D | ||||
Warrant (to purchase Common Stock) | $0.75 (4) | 04/03/2008 | P | 45,000 | 04/03/2008 | 04/03/2013 | Common Stock | 45,000 | (3) | 45,000 | D | ||||
Warrant (to purchase Common Stock) | $0.6 | 04/03/2008 | P | 45,000 | 04/03/2008 | 04/03/2013 (5) | Common Stock | 45,000 | (3) | 45,000 | D | ||||
Convertible Promissory Note | $1 (1) | 05/08/2008 | P | $5,915.91 (2) | 05/08/2008 | 05/08/2010 | Common Stock | $5,915.91 (2) | (3) | $5,915.91 (2) | D | ||||
Warrant (to purchase Common Stock) | $0.75 (4) | 05/08/2008 | P | 7,393 | 05/08/2008 | 05/08/2013 | Common Stock | 7,393 | (3) | 7,393 | D | ||||
Warrant (to purchase Common Stock) | $0.6 | 05/08/2008 | P | 5,915 | 05/08/2008 | 05/13/2008 (6) | Common Stock | 5,915 | (3) | 5,915 | D | ||||
The conversion price is initially $1.00, which price is subject to adjustment as provided in the Convertible Promissory Note. | |
The Convertible Promissory Note is immediately convertible at the option of the reporting person into that many shares of common stock equal to the principal and accrued interest divided by the current conversion price. It is further subject to mandatory conversion provisions pursuant to the Convertible Promissory Note. | |
The reported securities are included within the purchase of the Convertible Promissory Note. The holder of each Convertible Promissory Note was issued a Note Warrant and Short-Term Warrant, each for that number of shares of common stock equal to the principal of the Convertible Promissory Note divided by the initial conversion price. | |
The exercise price is initially $0.75 per share, which price is subject to adjustment as provided in the Warrant. | |
The warrant will expire on the earliest of 4/3/13 or on that date which is nine (9) months after the effective date of a Registration Statement filed under the Securities Act of 1933, as amended, covering the resale of any shares of common stock issuable upon the exercise of the warrant. | |
The warrant will expire on the earliest of 5/8/13 or on that date which is nine (9) months after the effective date of a Registration Statement filed under the Securities Act of 1933, as amended, covering the resale of any shares of common stock issuable upon the exercise of the warrant. |
| Signatures | ||
Glenn Argenbright | 05/09/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||