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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 | ||||||||
| Amended Series B Common Stock Purchase Warrants (Option 2) | $ 0.45 (1) (2) (3) (4) | 12/19/2007 | J(5) | 6,169,056 (6) | 12/19/2007(1)(2)(3)(4) | (7) | Common Stock | (6) | $ 0 | 0 | D (8) | ||||
| Amended Series B Common Stock Purchase Warrants (Option 4) | $ 0.61 (1) (2) (3) (4) | 12/19/2007 | J(9) | 6,169,056 (6) | 12/19/2007(1)(2)(3)(4) | (7) | Common Stock | (6) | $ 0 | 0 | D (8) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CRESTVIEW CAPITAL MASTER LLC 95 REVERE DRIVE SUITE A NORTHBROOK, IL 60062 |
X | |||
| Crestview Capital Partners, LLC C/O CRESTVIEW CAPITAL FUNDS 95 REVERE DRIVE, SUITE A NORTHBROOK, IL 60062 |
X | |||
| Crestview Capital Master, LLC By: Crestview Capital Partners, LLC, its sole Manager By: /s/ Robert Hoyt Nmae: Robert Hoyt | 12/21/2007 | |
| **Signature of Reporting Person | Date | |
| /s/ Crestview Capital Partners, LLC, By: /s/ Robert Hoyt Name: Robert Hoyt | 12/21/2007 | |
| **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) | On December 19, 2007, the Series B Common Stock Purchase Warrants (the "Series B Warrants") were amended to, among other things, lower the exercise price from $0.61 to $0.40 for cash exercises and to $0.45 for cashless exercises beginning at 4:01 pm eastern time on December 19, 2007 (the "Transaction Date"). The amendment to the Series B Warrants also provided that (i) the exercise price would be $0.45 (for cash and on a cashless basis) beginning at 10 pm eastern time on the Transaction Date through 9:59 pm eastern time on the date that is six months and twelve days following the Transaction Date, i.e. June 30, 2008 (the "Outside Date"), if the holder exercised at least 10% of all of its warrants and options on the Transaction Date for cash and $0.61 if the holder did not exercise for cash at least 10% of all of its warrants and options on the Transaction Date; ....see next footnote |
| (2) | ...continued from last footnote...and (ii) beginning at 10 pm eastern time on the Outside Date through the expiration of the Series B Warrants, the exercise price would be $0.61 for the then-remaining unexercised portion of the Series B Warrants. The amendment further provided that (1) the cashless exercise feature could be exercised at all times (instead of during the period while a registration statement covering the warrant shares was not effective), provided that the cashless feature may not be exercised by holders through the Outside Date who failed to exercise at least 10% of all of such holder's warrants and options for cash on the Transaction Date; (2) the cashless exercise feature assumes a market price equal to the greater of (a) $0.53 or (b) the volume weighted average trading price for the 10 trading period ending on the second trading day immediately preceding the applicable date of the exercise notice; ....continued on the next footnote |
| (3) | ...continued from last footnote...and (3) shares of Common Stock issuable upon exercise of the Series B Warrants could be issued through the Outside Date notwithstanding the beneficial ownership limitation provision contained therein. Such amendment may be deemed to involve a cancellation of the Series B Warrants originally held by the Reporting Person and an acquisition of an equal number of the Series B Warrants, as amended. For purposes of this Form 4, the option to exercise the Series B Warrants from 4:01 pm through 9:59 pm on the Transaction Date for cash at an exercise price of $0.40 is referred to as "Option 1", the option to exercise the Series B Warrants from 4:01 pm through 9:59 pm on the Transaction Date on a cashless basis at an exercise price of $0.45 is referred to as "Option 2", ...continued on the next footnote |
| (4) | ...continued from last footnote...the option to exercise the Series B Warrants from 10:00 pm on the Transaction Date through 9:59 pm on the Outside Date at an exercise price of $0.45 is referred to as "Option 3", the option to exercise the Series B Warrants from 10:00 pm on the Transaction Date through 9:59 pm on the Outside Date at an exercise price of $0.61 is referred to as "Option 4", and the option to exercise the Series B Warrants beginning at 10 pm on the Outside Date through the expiration of the Series B Warrants, at an exercise price of $0.61 is referred to as "Option 5". |
| (5) | As described in footnotes (1) through (4), any right to exercise the Series B Warrants under Option 1 and Option 2 expired at 9:59 p.m. eastern time on the Transaction Date. |
| (6) | Each of Option 1, Option 2, Option 3, Option 4 and Option 5 represent Series B Warrants exercisable for the same underlying shares of Common Stock, pursuant to the five alternative exercise options described in footnotes (1) through (4) above. |
| (7) | The Series B Warrants expire within five (5) years of their initial issuance date. Because the Series B Warrants were acquired in two tranches, the first on January 28, 2005, and the second on March 28, 2006, the expiration dates for the tranches differ. The first tranche consisting of Series B Warrants to purchase 4,672,130 shares of Common Stock, has an expiration date of January 28, 2010. The second tranche, consisting of Series B Warrants to purchase 1,557,377 shares of Common Stock, has an expiration date of March 28, 2011. |
| (8) | These securities are owned directly by Crestview Capital Master, LLC. Crestview Capital Partners, LLC is the sole manager of Crestview Capital Master, LLC, and as such has the power to direct the vote and to direct the disposition of investments owned by Crestview Capital Master, LLC, and thus may be deemed to be an indirect beneficial owner of the reported securities. |
| (9) | Because the reporting person exercised at least 10% of all of its warrants and options on the Transaction Date for cash, any right to exercise the Series B Warrants under Option 4 was automatically extinguished, as described in footnote (1) through (4) above. |
| Remarks: Part 2 of 2 Forms | |