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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 | ||||||||
| Series C-1 Convertible Preferred Stock | (2) | 12/12/2008 | J(5) | 10,000 | (2) | (2) | Common Stock | 4,474,276 | $ 1,000 | 0 | D (1) | ||||
| Warrant (right to buy) | (3) | 12/12/2008 | J(5) | 1 | 09/11/2006 | 09/11/2011 | Common Stock | 2,281,914 | $ 0 | 0 | D (1) | ||||
| Warrant (right to buy) | (3) | 12/12/2008 | J(5) | 1 | 02/12/2008 | 09/11/2011 | Common Stock | 2,281,914 | (6) | 1 | D (1) | ||||
| Series D-1 Convertible Preferred Stock | (5) | 12/12/2008 | J(5) | 10,412 | (4) | (4) | Common Stock | 10,960,000 | (6) | 10,412 | D (1) | ||||
| Convertible 12% Note Due 2009 | (6) | 12/12/2008 | J(6) | 861,826 | (6) | (6) | Common Stock | 861,826 | (6) | 861,826 | D (1) | ||||
| Warrant (right to buy) | (6) | 12/12/2008 | J(6) | 1 | 02/12/2008 | 09/11/2013 | Common Stock | 307,017 | $ 0 | 2 | D (1) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Aisling Capital II LP 88 SEVENTH AVE 30TH FL NEW YORK, NY 10106 |
X | |||
| AISLING CAPITAL PARTNERS, LP 888 SEVENTH AVENUE 30TH FLOOR NEW YORK, NY 10106 |
X | |||
| AISLING CAPITAL PARTNERS LLC 888 SEVENTH AVENUE 30TH FLOOR NEW YORK, NY 10106 |
X | |||
| ELMS STEVE 888 SEVENTH AVE 29TH FL NEW YORK, NY 10106 |
X | |||
| Purcell Dennis J 888 SEVENTH AVE 29TH FL NEW YORK, NY 10106 |
X | |||
| SCHIFF ANDREW N 888 SEVENTH AVE 29TH FL NEW YORK, NY 10106 |
X | |||
| /s/ Dennis Purcell | 03/03/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Dennis Purcell | 03/03/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Dennis Purcell | 03/03/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Steve Elms | 02/29/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Dennis Purcell | 03/03/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Andrew Schiff | 03/03/2008 | |
| **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) | All of the securities reported herein are held for the account of Aisling Capital II, LP ("Aisling"). Aisling Capital Partners, LP, a Delaware limited partnership ("Aisling Partners"), is the general partner of Aisling. Aisling Capital Partners LLC, a Delaware limited liability company ("Aisling Partners GP"), is the general partner of Aisling Partners. Mr. Steve Elms, Mr. Dennis Purcell and Mr. Andrew Schiff are the managing members of Aisling Partners GP. |
| (2) | The Series C-1 Convertible Preferred Stock reported was issued to Aisling on September 11, 2006 and consists of 10,000 shares with an initial stated value of $1,000 per share. Shares of the Series C-1 Convertible Preferred Stock were initially convertible at any time, at the holder's option, into shares of common stock of the Issuer (the "Common Stock") at a conversion price of $1.5338. The Series C-1 Convertible Preferred Stock had no expiration date. |
| (3) | The two reported transactions involving this warrant relate to an amendment and restatement of the warrant to, among other things, reduce the exercise price from $1.639 per share to $0.95 per share and to remove the "Blocker" provision described in footnote 4 below. The amendment and restatement of the warrant results in the deemed cancellation of the "old" warrant and the acquisition of the "new" warrant. See Footnote 6 below. |
| (4) | The Series D-1 Convertible Preferred Stock reported consists of 10,412 shares with an initial stated value of $1,000 per share. Shares of the Series D-1 Convertible Preferred Stock are initially convertible at any time, at the holder's option, into shares of Common Stock at a conversion price of $0.95 per share. The Series D-1 Convertible Preferred Stock has no expiration date. Dividends on the Series D-1 Convertible Preferred Stock are payable quarterly at a rate of 8.25% of the stated value of the Series D-1 Convertible Preferred Stock and are payable, at the Issuer's option, in cash or in the form of an increase in the stated value of the Series D-1 Convertible Preferred Stock. The Series D-1 Convertible Preferred Stock does not contain the "Blocker" provision. See Footnote 6 below. |
| (5) | On February 13, 2007, in accordance with the terms of the Consent and Waiver Agreement, dated as of November 14, 2007, the Issuer exchanged all of Aisling's shares of Series C-1 Convertible Preferred Stock for shares of Series D-1 Convertible Preferred Stock. In the exchange, Aisling received 1.04125 shares of Series D-1 Convertible Preferred Stock for each share of Series C-1 Convertible Preferred Stock it held. In addition, simultaneously with the exchange, the Issuer amended and restated the warrant as more fully described in Footnote 3. See also Footnote 5. |
| (6) | On February 13, 2007, in accordance with the terms the Securities Purchase Agreement, dated as of November 14, 2007, the Issuer exchanged $861,826 in principal amount of the Issuer's Secured 12% Notes due 2009 held by Aisling for (i) a like principal amount of the Issuer's Secured Convertible 12% Notes due 2009 (the "Convertible Notes") and (ii) a warrant to purchase 307,017 shares of the Issuer's Common Stock. The Convertible Notes are convertible into Common Stock at any time, at the holders option, at a conversion price of $0.95 per share. Interest on the Convertible Note is payable at the Issuer's option, in cash or in the form of an increase the principal amount of the Note. The warrant is immediately exercisable at an exercise price of $0.95 per share. |