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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Series B-2 Convertible Preferred Stock | $ 5 (5) | 08/04/2004 | Â | P4 | 250 | Â | Â (3) | Â (4) | Common Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Series B-2 Convertible Preferred Stock | $ 5 (5) | 09/30/2004 | Â | P4 | 125 | Â | Â (3) | Â (4) | Common Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Series B-2 Convertible Preferred Stock | $ 5 (5) | 10/13/2004 | Â | P4 | 375 | Â | Â (3) | Â (4) | Common Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Warrant to acquire Series B-2 Preferred Stock (Right to buy) | $ 1,000 | 08/04/2004 | Â | P4 | 250 | Â | Â (3) | 08/04/2009 | Series B-2 Convertible Preferred Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Warrant to acquire Series B-2 Preferred Stock (Right to buy) | $ 1,000 | 09/30/2004 | Â | P4 | 125 | Â | Â (3) | 09/30/2009 | Series B-2 Convertible Preferred Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Warrant to acquire Series B-2 Preferred Stock (Right to buy) | $ 1,000 | 10/13/2004 | Â | P4 | 375 | Â | Â (3) | 10/13/2009 | Series B Convertible Preferred Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Series B-2 Convertible Preferred Stock | $ 2 (5) (11) | 01/31/2005 | Â | C4 | Â | 250 | Â (3) | Â (4) | Common Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Series B-2 Convertible Preferred Stock | $ 2 (5) (11) | 01/31/2005 | Â | C4 | Â | 125 | Â (3) | Â (4) | Common Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Series B-2 Convertible Preferred Stock | $ 2 (5) (11) | 01/31/2005 | Â | C4 | Â | 375 | Â (3) | Â (4) | Common Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Warrant to acquire Series B-2 Preferred Stock (Right to buy) | $ 1,000 | 01/31/2005 | Â | C4 | Â | 250 | Â (3) | 08/04/2009 | Series B-2 Preferred Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Warrant to acquire Series B-2 Preferred Stock (Right to buy) | $ 1,000 | 01/31/2005 | Â | C4 | Â | 125 | Â (3) | 09/30/2009 | Series B-2 Convertible Preferred Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Warrant to acquire Series B-2 Preferred Stock (Right to buy) | $ 1,000 | 01/31/2005 | Â | C4 | Â | 375 | Â (3) | 10/13/2009 | Series B-2 Convertible Preferred Stock | (6) | 0 | By ISIS Acquisition Partners II LLC | ||
Warrant to acquire common stock (Right to buy) | $ 1 | 01/31/2005 | Â | C4 | 125,000 (5) | Â | 04/04/2005 | 08/04/2009 | Common Stock | (7) | 125,000 | By ISIS Acquisition Partners II LLC | ||
Warrant to acquire common stock (Right to buy) | $ 1 | 01/31/2005 | Â | C4 | 62,500 (5) | Â | 04/04/2005 | 09/30/2009 | Common Stock | (7) | 62,500 | By ISIS Acquisition Partners II LLC | ||
Warrant to acquire common stock (right to buy) | $ 1 | 01/31/2005 | Â | C4 | 187,500 (5) | Â | 04/04/2005 | 10/13/2009 | Common Stock | (7) | 187,500 | By ISIS Acquisition Partners II LLC | ||
Series C Convertible Note | $ 1 | 01/31/2005 | Â | P4 | 1 | Â | 04/01/2005 | Â (4) | Series C Convertible Preferred Stock | (8) | 0 | By ISIS Acquisition Partners II LLC | ||
Series C Convertible Note | $ 1 | 01/31/2005 | Â | P4 | 1 | Â | 04/01/2005 | Â (4) | Warrants to acquire common stock (right to buy) | (8) | 0 | By ISIS Acquisition Partners II LLC | ||
Series C Convertible Note | $ 1 | 01/31/2005 | Â | P4 | 1 | Â | 04/01/2005 | Â (4) | Series C Convertible Preferred Stock | (9) | 0 | By ISIS Acquisition Partners LLC | ||
Series C Convertible Note | $ 1 | 01/31/2005 | Â | P4 | 1 | Â | 04/01/2005 | Â (4) | Warrants to acquire common stock (right to buy) | (9) | 0 | By ISIS Acquisition Partners LLC | ||
Series C Convertible Note | $ 1 | 01/31/2005 | Â | P4 | 1 | Â | 04/01/2005 | Â (4) | Series C Convertible Preferred Stock (10) | (10) | 0 | By ISIS Capital Management LLC | ||
Series C Convertible Note | $ 1 | 01/31/2005 | Â | P4 | 1 | Â | 04/01/2005 | Â (4) | Warrants to acquire common stock (right to buy) | (10) | 0 | By ISIS Capital Management LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bienvenu Rodney A 11 RIVER ROAD, UNIT 109 COS COB, CT 06807 |
 X |  X |  Chief Executive Officer |  |
Rodney A Bienvenu | 08/16/2005 | |
**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) | Includes shares received as stock dividends payable on Series B-2 Preferred Stock. |
(2) | The reporting person converted shares of Series B-2 Convertible Preferred Stock, on January 31, 2005, at a conversion ratio of 500 shares of common stock per share of Series B-2 Stock. |
(3) | Immediate |
(4) | No expiration date |
(5) | As adjusted for the 1:100 reverse stock split |
(6) | The reported securities are included within units purchased by the reporting person for $1,000 per unit. Each unit consisted of one share of Series B-2 Convertible Preferred Stock and a warrant to purchase one share of Series B-2 Preferred Stock. |
(7) | Received upon conversion of warrant to purchase shares to Series B-2 Preferred Stock. |
(8) | The reported securities are included within a unit purchased by the reporting person for $284,945. The unit consisted of a promissory note, convertible, after inclusion of interest, into 287,795 shares of Series C Convertible Preferred Stock and a warrant to acquire 287,795 shares of common stock. |
(9) | The reporting person converted Series C Convertible Notes, on April 1, 2005, into shares of Series C Convertible Preferred Stock and warrants to acquire common stock. |
(10) | The reported securities are included within a unit purchased by the reporting person for $238,174. The unit consisted of a promissory note, convertible, after inclusion of interest, into 240,553 shares of Series C Convertible Preferred Stock and a warrant to acquire 240,553 shares of common stock. |
(11) | As further adjusted on January 31, 2005, as a result of anti-dilution provisions of the Series B-2 Convertible Preferred Stock. |
(12) | The reporting person incorrectly reported holdings of 389,444 on Form 3. The actual holdings were 389,114. |