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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 | ||||||||
| Non-redeemable Class B public warrant ("Class B Warrant") | $ 11 | 01/04/2008 | S | 50,000 | 03/15/2007(5) | 02/13/2012(5) | Common Stock | 60,775 (5) | $ 2.5469 | 174,000 (5) | D (2) | ||||
| Class A public warrant ("Class A Warrant") | $ 8.25 | 03/15/2007(4) | 02/13/2012(4) | Common Stock | (4) | 224,000 (4) | D (2) | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MILLENCO, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10103-0899 |
X | |||
| MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10103-0899 |
May be deemed as group member. | |||
| ENGLANDER ISRAEL A C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10103-0899 |
May be deemed as group member. | |||
| Mark Meskin, Chief Executive Officer | 01/04/2008 | |
| **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) | As of the date hereof, Millenco LLC, a Delaware limited liability company ("Millenco"), formerly known as Millenco, L.P., a Delaware limited partnership, beneficially owns 142,273 shares of the Company's common stock par value $0.0001 per share ("Common Stock"). |
| (2) | Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco. |
| (3) | On February 16, 2007, as part of its initial public offering, the Company agreed to pay a 5% quarterly stock dividend, commencing March 31, 2007, and every full quarter thereafter until the Woodbridge, New Jersey facility is operational. As of December 18, 2007, the Company has declared four such quarterly dividends and such dividends have been included in the number of shares of Common Stock held by the Reporting Persons. |
| (4) | After giving effect to four 5% stock dividends, which increased the number of shares into which each Class A Warrant is exercisable, each Class A Warrant entitles the holder to purchase 1.2155 shares of the Company's Common Stock at a price of $8.25. Each Class A Warrant became exercisable on March 15, 2007 and expires on February 13, 2012 (but if the Class A Warrants are not exercisable at that time because a current registration statement for the underlying shares of Common Stock is not available, then the expiration date will be extended for 30 days following notice from the Issuer that the Class A Warrants are again exercisable). |
| (5) | After giving effect to four 5% stock dividends, which increased the number of shares into which each Class B Warrant is exercisable, each Class B Warrant entitles the holder to purchase 1.2155 shares of the Company's Common Stock at a price of $11.00. Each Class B Warrant became exercisable on March 15, 2007 and expires on February 13, 2012 (but if the Class B Warrants are not exercisable at that time because a current registration statement for the underlying shares of Common Stock is not available, then the expiration date will be extended for 30 days following notice from the Issuer that the Class B Warrants are again exercisable). |
| Remarks: MILLENCO LLC | |