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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 | ||||||||
| Warrant (right to buy) (1) | (1) | 04/28/2008 | P | 750,000 | 04/28/2008 | 04/28/2015 | Common Stock | 750,000 (1) | (1) | 750,000 | D | ||||
| Warrant (right to buy) (2) | (2) | 04/28/2008 | H | 1,087,500 | 11/19/2007 | 11/19/2014 | Common Stock | 1,087,500 (2) | (2) | 0 | D | ||||
| Warrant (right to buy) (2) | (2) | 04/28/2008 | P | 1,367,000 | 04/28/2008 | 11/19/2014 | Common Stock | 1,367,000 (2) | (2) | 1,367,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| REED C W BILL PO BOX 211 WABASH, IN 46992 |
X | X | ||
| /s/ Charles W. Reed | 04/30/2008 | |
| **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) | On April 28, 2008, the reporting person entered into a Securities Purchase Agreement with the issuer, pursuant to which the reporting person acquired 1,500,000 shares of common stock and a warrant (the "Warrant") for the purchase of up to 750,000 shares of common stock (the "Warrant Shares") for an aggregate purchase price of $150,000 in cash. The Warrant is exercisable, in whole or in part, at any time and from time to time for a period of seven years following the date of issuance and has an exercise price equal to $0.15 per share. The exercise price and the number of Warrant Shares issuable upon exercise of the Warrant are subject to adjustment as provided in the Warrant. |
| (2) | On April 28, 2008, the reporting person and the issuer amended the terms of the outstanding warrant dated November 19, 2007, among other things, (i) to reflect the automatic reduction, in accordance with the terms of such warrant, in the exercise price from $0.35 per share and $0.50 per share during the first five years and remaining two years of the warrant, respectively, to $0.10 per share during the entire seven year exercise period thereof as a result of the transaction described in footnote 1 above and (ii) to change the effect of certain anti-dilution provisions to specify an increase in the number of warrant shares issuable thereunder from up to 1,087,500 shares of common stock to up to 1,367,000 shares of common stock, in each case subject to further adjustment as provided in such warrant, as so amended. The amendment is reported above as the cancellation of the "old" warrant and the acquisition of a new one. |