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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 | ||||||||
| Stock Options | $ 3.875 | 08/30/2007 | D | 20,000 | (3) | 03/27/2010 | Common Stock | 20,000 | $ 11.625 | 0 (3) | D | ||||
| Stock Options | $ 2.4 | 08/30/2007 | D | 7,500 | (4) | 07/25/2011 | Common Stock | 7,500 | $ 13.1 | 0 (4) | D | ||||
| Stock Options | $ 12.45 | 08/30/2007 | D | 5,113 | (5) | 02/23/2009 | Common Stock | 5,113 | $ 3.05 | 0 (5) | D | ||||
| Stock Options | $ 8.86 | 08/30/2007 | D | 7,382 | (6) | 02/09/2010 | Common Stock | 7,382 | $ 6.64 | 0 (6) | D | ||||
| Stock Options | $ 8.1 | 08/30/2007 | D | 11,717 | (7) | 03/21/2011 | Common Stock | 11,717 | $ 7.4 | 0 (7) | D | ||||
| Stock Options | $ 14.5 | 08/30/2007 | D | 6,976 | (8) | 03/08/2012 | Common Stock | 6,976 | $ 1 | 0 (8) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ULRICH GARRETT J 1855 BOSTON ROAD WILBRAHAM, MA 01095 |
VP, Human Resources | |||
| /s/ Garrett J. Ulrich | 09/13/2007 | |
| **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) | Disposed in connection with the merger of the issuer with Freeze Operations, Inc. pursuant to that certain agreement and plan of merger dated June 17, 2007, by and among the issuer, Freeze Operations Holding Corp. and Freeze Operations, Inc. (the "Merger"), in exchange for the right to receive a cash payment equal to $15.50 per share. |
| (2) | In connection with the Merger, the 2007 Threshold EBITDA under the 2003 Incentive Plan (2007 Long-Term Incentive Plan) was deemed to have been achieved and the reporting person became entitled to receive 5,901 shares, which shares were canceled in the Merger in exchange for the right to receive a cash payment equal to $15.50 per share. |
| (3) | These options became fully vested on December 20, 2004, and were canceled in connection with the Merger in exchange for a cash payment of $232,500.00, representing the difference between the exercise price of the options and $15.50 per share. |
| (4) | These options became fully vested on December 20, 2004, and were canceled in connection with the Merger in exchange for a cash payment of $98,250.00, representing the difference between the exercise price of the options and $15.50 per share. |
| (5) | These options became fully vested on December 20, 2004, and were canceled in connection with the Merger in exchange for a cash payment of $15,594.65, representing the difference between the exercise price of the options and $15.50 per share. |
| (6) | These options, which provided for vesting in three equal annual installments commencing on February 9, 2006, were accelerated and became fully vested, and were canceled in connection with the Merger in exchange for a cash payment of $49,016.48, representing the difference between the exercise price of the options and $15.50 per share. |
| (7) | These options, which provided for vesting in three equal annual installments commencing on March 21, 2007, were accelerated and became fully vested, and were canceled in connection with the Merger in exchange for a cash payment of $86,705.80, representing the difference between the exercise price of the options and $15.50 per share. |
| (8) | These options, which provided for vesting in three equal annual installments commencing on March 8, 2008, were accelerated and became fully vested, and were canceled in connection with the Merger in exchange for a cash payment of $6,976.00, representing the difference between the exercise price of the options and $15.50 per share. |