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 | ||||
Series A Convertible Preferred Stock | Â (2)(3) | Â (2)(3) | Common Stock | 5,500,000 | $ 0.72 | D (1) | Â |
Common Stock Warrant (right to buy) | 12/16/2005(3) | 12/16/2010(3) | Common Stock | 4,125,000 | $ 0.72 | D (1) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Victory Park Special Situations Master Fund, Ltd. C/O WALKERS SPV LIMITED, WALKER HOUSE 87 MARY STREET, GEORGE TOWN GRAND CAYMAN, CAYMAN ISLANDSÂ KY1 9002 |
 |  X |  |  |
Jacob Capital, L.L.C. 227 W. MONROE STREET, SUITE 3900 CHICAGO, IL 60606 |
 |  X |  |  |
Victory Park Capital Advisors, LLC 227 W. MONROE STREET, SUITE 3900 CHICAGO, IL 60606 |
 |  X |  |  |
Levy Richard N 227 W. MONROE STREET, SUITE 3900 CHICAGO, IL 60606 |
 |  X |  |  |
Victory Park Special Situations Master Fund, Ltd. By: /s/ Richard Levy, Attorney-in-Fact | 09/05/2008 | |
**Signature of Reporting Person | Date | |
Jacob Capital, L.L.C. By: /s/ Richard Levy, Sole Member | 09/05/2008 | |
**Signature of Reporting Person | Date | |
Victory Park Capital Advisors, LLC By: Jacob Capital, L.L.C., its Manager, By: /s/ Richard Levy, Sole Member | 09/05/2008 | |
**Signature of Reporting Person | Date | |
/s/Richard Levy | 09/05/2008 | |
**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) | The reported securities are owned directly by Victory Park Special Situations Master Fund, Ltd. (the "Fund") and indirectly by (i) Victory Park Capital Advisors, LLC as the investment manager for the Fund, (ii) Jacob Capital, L.L.C., as the manager of Victory Park Capital Advisors, LLC and (iii) Richard Levy, as the sole member of Jacob Capital, L.L.C. Victory Park Capital Advisors, LLC, Jacob Capital, L.L.C. and Richard Levy disclaim beneficial ownership of the reported securities except to the extent of their pecuinary interest therein. |
(2) | Subject to the "blocker" described in footnote 3, the convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. |
(3) | The convertible preferred stock and the warrant are subject to "blocker" provisions prohibiting the holder from converting the preferred stock or exercising the warrant to the extent that such conversion or exercise would result in the holder being deemed the beneficial owner of more than 9.99% of the issued and outstanding shares of the Common Stock. |
 Remarks: This report is filed jointly by Victory Park Special Situations Master Fund, Ltd., Jacob Capital, L.L.C., Victory Park Capital Advisors, LLC and Richard Levy. |