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 | ||||
Warrants | Â (2) | Â (2) | Common Stock | 1,454,546 (1) | $ 2.1 (2) | D (3) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Siemens Venture Capital GmbH WITTELSBACHERPLATZ 2 MUNICH, DE D-80333 |
 |  X |  |  |
SIEMENS AKTIENGESELLSCHAFT WITTELSBACHERPLATZ 2 MUNICH, DE D-80333 |
 |  X |  |  |
SIEMENS VENTURE CAPITAL GMBH /s/ Dr. Ralf Schnell | 06/12/2006 | |
**Signature of Reporting Person | Date | |
SIEMENS VENTURE CAPITAL GMBH /s/ Thomas Kolbinger | 06/12/2006 | |
**Signature of Reporting Person | Date | |
SIEMENS AKTIENGESELLSCHAFT /s/ Dominik Asam | 06/12/2006 | |
**Signature of Reporting Person | Date | |
SIEMENS AKTIENGESELLSCHAFT /s/ Dr. Werner Schick | 06/12/2006 | |
**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) | Pursuant to an Amended and Restated Securities Purchase Agreement (the "Purchase Agreement") dated as of March 30, 2006 by and among the Issuer, Com Vest Investment Partners II LLC ("Com Vest"), LB I Group Inc. ("LBIG"), Pequot Private Equity Fund IV, L.P. ("Pequot") and Siemens Venture Capital GmbH ("Siemens Venture Capital"), as adjusted to give effect to a 1-for-3 reverse stock split effected on June 1, 2006, the Issuer agreed to issue and sell to Siemens Venture Capital, and Siemens Venture Capital agreed to purchase, (i) 2,424,242 shares of Common Stock (the "Shares") and (ii) warrants to purchase up to 1,454,546 shares of Common Stock (the "Warrants"). |
(2) | The Warrants have a term of seven years and are exercisable, in whole or in part, at any time at an exercise price of $2.10 per share, subject to adjustment for certain dilutive equity issuances and for stock splits, further reverse stock splits, stock dividends, mergers, reclassifications, reorganizations and other similar events. |
(3) | On the date hereof, Siemens Aktiengesellschaft, as sole shareholder of Siemens Venture Capital, has sole voting and dispositive power over the Shares and Warrants. |