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 | ||||
Stock Options (right to buy) | 04/21/2006(4) | 04/21/2016 | Common Stock | 300,000 | $ 3.5 | D | Â |
Warrants (3) | 03/07/2007 | 03/07/2012 | Common Stock | 20,000 | $ 2 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ADAMS WILLIAM M 1800 CENTURY PARK EAST, SUITE 200 LOS ANGELES, CA 90067 |
 |  |  President |  |
/s/ William B. Adams | 05/15/2007 | |
**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) | The Reporting Person was appointed as the President of the Issuer on February 28, 2007. |
(2) | The Reporting Person acquired 26,261 shares of common stock of the Issuer in lieu of compensation due under the consulting agreement entered into by and between the Issuer and the Reporting Person. |
(3) | The Reporting Person purchased 40,000 shares of the Issuer's common stock at a price of $1.25 per share and warrants underlying 20,000 shares of the Issuer's common stock exercisable at $2.00 per share on March 7, 2007. |
(4) | One-third of such options will vest annually over three years beginning April 18, 2007. However, all of the options will vest immediately upon a change of control transaction of Surgicount Medical, Inc., a wholly owned subsidiary of the Issuer. |
(5) | Such shares are jointly owned by the Reporting Person with his spouse. |