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1.
|
NAMES OF REPORTING PERSONS
Christopher F. Brogdon
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|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) x
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3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
PF, OO
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|
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5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o |
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,412,729
|
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
1,412,729
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,412,729
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|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
|
|
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12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
1.
|
NAMES OF REPORTING PERSONS
Connie B. Brogdon
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) x
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
PF, OO
|
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,412,729
|
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
1,412,729
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,412,729
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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|
This Amendment No. 13 to Schedule 13D (this “Amendment”) amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by the Reporting Persons with the Securities and Exchange Commission on April 16, 2008 (the “Initial Statement”), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, and Amendment No. 12 to Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on May 8, 2008, June 4, 2008, July 15, 2008, August 21, 2008, March 24, 2009, June 18, 2009, July 10, 2009, August 4, 2009, September 15, 2009, November 19, 2009, December 31, 2009, and February 18, 2010, respectively (together, the “Previously Filed Amendments”). This Amendment is being made to disclose acquisitions by the Reporting Persons of additional warrants to purchase Common Stock that were not previously reported on the Initial Statement or the Previously Filed Amendments. Capitalized terms used in this Amendment but not otherwise defined herein have the meanings ascribed to such terms in the Initial Statement. Except as otherwise set forth herein, this Amendment does not modify any of the information previously reported by the Reporting Persons in the Initial Statement or the Previously Filed Amendments.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The Reporting Persons reported the acquisition of beneficial ownership of 33,035 shares of Common Stock and warrants to purchase 15,000 shares of Common Stock for cash in an aggregate amount of $190,581.19 using personal funds available on hand.
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Item 5.
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Interest in Securities of the Issuer.
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(a).-(b).
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As of the date of this Amendment, the Reporting Persons held 437,937 shares of Common Stock and warrants to purchase 974,792 shares of Common Stock, which represents approximately 22.0% of the outstanding Common Stock as of May 10, 2010. The calculation of this percentage is based on 5,433,008 shares of Common Stock outstanding as of May 10, 2010, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
|
|
|
Each of the Reporting Persons may be deemed to beneficially own an aggregate of 1,412,729 shares of Common Stock, comprised of (i) 78,561 shares of Common Stock held of record by Mr. Brogdon; (ii) 85,392 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of presently exercisable warrants held by Mr. Brogdon at an exercise price of $2.50 per share; (iii) 100,000 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of presently exercisable warrants held by Mr. Brogdon at an exercise price of $3.00 per share; (iv) 100,000 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of warrants vesting on September 24, 2010 held by Mr. Brogdon at an exercise price of $4.00 per share; (v) 100,000 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of warrants vesting on September 24, 2011 held by Mr. Brogdon at an exercise price of $5.00 per share; (vi) 342,876 shares of Common Stock held of record by Ms. Brogdon; (vii) 475,500 shares of Common Stock that may be acquired by Ms. Brogdon upon the exercise of presently exercisable warrants held by Ms. Brogdon at an exercise price of $2.50 per share; (viii) 16,500 shares of Common Stock held of record by Ms. Brogdon as custodian for the benefit of the Reporting Persons’ minor child under the Uniform Gift to Minors Act; and (ix) 113,900 shares of Common Stock that may be acquired by Ms. Brogdon upon the exercise of presently exercisable warrants held by Mr. Brogdon as custodian for the benefit of the Reporting Persons’ minor child under the Uniform Gift to Minors Act at an exercise price of $2.50 per share. The warrants referred to in subsections (iii), (iv) and (v) of this paragraph were issued to Mr. Brogdon in connection with his being appointed a director of the Issuer in September 2009. The warrants referred to in subsections (ii), (vii) and (ix) of this paragraph were amended on December 21, 2009, reducing the exercise price of such warrants from $5.40 per share to $2.50 per share as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2009.
|
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The Cover Pages of this Amendment are incorporated herein by reference.
|
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(c).
|
The following table sets forth all transactions by the Reporting Persons with respect to the Common Stock that were not previously reported in the Initial Statement or the Previously Filed Amendments.
|
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Trade Date
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Number of Shares
or Warrants
Purchased
|
Purchase
Price Per
Share or
Warrant
|
How Purchase
Effected
|
Reporting Person
|
|
03/11/2010*
|
15,000
|
$3.007
|
Open market
|
Ms. Brogdon
|
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03/23/2010
|
3,935
|
$5.405
|
Open market
|
Ms. Brogdon
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05/05/2010
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500
|
$5.480
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Open market
|
Ms. Brogdon
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05/05/2010
|
5,000
|
$5.250
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Open market
|
Ms. Brogdon
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05/18/2010
|
300
|
$4.999
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Open market
|
Ms. Brogdon
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05/19/2010
|
400
|
$5.000
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Open market
|
Ms. Brogdon
|
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05/19/2010
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2,000
|
$5.050
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Open market
|
Ms. Brogdon
|
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05/21/2010
|
800
|
$4.840
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Open market
|
Ms. Brogdon
|
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05/24/2010
|
3,000
|
$4.850
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Open market
|
Ms. Brogdon
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05/25/2010
|
1,000
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$4.700
|
Open market
|
Ms. Brogdon
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06/04/2010
|
5,000
|
$4.800
|
Open market
|
Ms. Brogdon
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07/01/2010
|
9,100
|
$3.038
|
Open market
|
Ms. Brogdon
|
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07/15/2010
|
2,000
|
$3.428
|
Open market
|
Ms. Brogdon
|
| * |
Represents purchase of warrants to purchase shares of Common Stock.
|
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(d).
|
Not applicable.
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(e).
|
Not applicable.
|
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July 19, 2010
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|||
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(Date)
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|||
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/s/ Christopher F. Brogdon
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|||
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(Signature)
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|||
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Christopher F. Brogdon
|
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July 19, 2010
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|||
|
(Date)
|
|||
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/s/ Connie B. Brogdon
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|||
|
(Signature)
|
|||
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Connie B. Brogdon
|