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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ohkubo Hideo 14TH FLOOR, AOYAMA OVAL BUILDING, 5-52-2 JINGUMAE SHIBUYA-KU, TOKYO, M0 150-0001 |
X | X | CEO |
Hideo Ohkubo | 03/31/2005 | |
**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) | The price was paid in Japanese yen. US$0.80 is the equivalent value to JPY85.33 based on an exchange rate of JPY106.88/US$. |
(2) | As of March 31, 2005, Forval Corporation entered into a Stock Purchase Agreement and concurrently consummated the transaction to sell all 10,547,594 shares (representing approximately 58.62% of issued and outstanding common stock) in the Issuer to Foster Strategic Investment Partnership for an aggregate purchase price of approximately JPY900,000,000 or JPY85.33 per share in cash (equivalent to US$8,420,658.69 and US$0.80, respectively, at the exchange rate of JPY106.88/US$). Upon the consummation of the foregoing transaction, Mr. Ohkubo resigned his positions as CEO and as a director of the Issuer. |