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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 | ||||||||
Warrants | $ 2.6 | 12/31/2007 | H | 3,250,000 | 07/11/2007 | 12/31/2007 | Common Stock | 3,250,000 | (2) | 0 | I | By West Coast Opportunity Fund, LLC | |||
Warrants | $ 2.6 | 12/31/2007 | H | 3,250,000 | 07/11/2007 | 12/31/2007 | Common Stock | 3,250,000 | (2) | 0 | I | By West Coast Opportunity Fund, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WEST COAST ASSET MANAGEMENT INC 2151 ALESSANDRO DRIVE SUITE 100 VENTURA, CA 93001 |
X | |||
WEST COAST OPPORTUNITY FUND LLC 2151 ALESSANDRO DRIVE SUITE 100 VENTURA, CA 93001 |
X | |||
Helfert Lance W 2151 ALESSANDRO DRIVE #100 VENTURA, CA 93001 |
X | |||
Lowe R Atticus 2151 ALESSANDRO DRIVE #100 VENTURA, CA 93001 |
X | |||
Orfalea Paul J 2151 ALESSANDRO DRIVE #100 VENTURA, CA 93001 |
X |
/s/Linda Schuman, Attorney-in-fact | 02/07/2008 | |
**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) | These securities are owned directly by West Coast Opportunity Fund, LLC and indirectly by West Coast Asset Management, Inc. (the managing member of West Coast Opportunity Fund, LLC), Paul J. Orfalea, Lance W. Helfert and R. Atticus Lowe (the members of the Investment Committee of West Coast Asset Management, Inc. who exercise shared voting and investment power over the shares). Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
(2) | The Common Stock was acquired and Warrants cancelled for no cash consideration pursuant to an agreement between West Coast Opportunity Fund, LLC and the Issuer dated December 31, 2007 in connection with a secured note financing. The price of the common stock on the date of the transactions was $0.85 per share. For further details relating to the transactions, please refer to the Issuer's most recent Form 8-K filed on January 7, 2008 and the Reporting Persons' 13D Amendment filed on February 7, 2008. |