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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 A Convertible Preferred Stock | $ 0.56 | 03/19/2005 | C | $ 1,068,400 | (3) | (3) | Common Stock | 1,907,857 | $ 1,068,400 | $ 1,431,600 | D | ||||
Convertible Senior Note due September 30, 2007 | $ 0.56 | 03/19/2005 | C | $ 1,984,250 | 10/03/2002 | 09/30/2007 | Common Stock | 3,543,303 | $ 1,984,250 | $ 0 | D | ||||
Convertible Senior Note due September 30, 2007 | $ 0.56 | 03/19/2005 | C | $ 500,000 | 10/31/2002 | 09/30/2007 | Common Stock | 892,857 | $ 500,000 | $ 0 | D | ||||
Convertible Senior Note due September 30, 2007 | $ 0.56 | 03/19/2005 | C | $ 800,000 | 10/03/2002 | 09/30/2007 | Common Stock | 1,428,571 | $ 800,000 | $ 0 | I | By Huntingdon | |||
Convertible Senior Note due September 30, 2007 | $ 0.56 | 03/19/2005 | C | $ 2,500,000 | 10/03/2002 | 09/30/2007 | Common Stock | 4,464,285 | $ 2,500,000 | $ 0 | I | By Huntingdon | |||
Common Stock Warrants (right to buy) | $ 0.53 | 03/21/2005 | S | 1,599,027 | 05/25/2004 | 05/25/2014 | Common Stock | 1,599,027 | (1) | 1,403,203 | D | ||||
Common Stock Warrants (right to buy) | $ 0.53 | 03/21/2005 | S | 2,946,428 | 05/25/2004 | 05/25/2014 | Common Stock | 2,946,428 | (1) | 5,185,110 | I | By Huntingdon | |||
Common Stock Warrants (right to buy) | $ 0.53 | 03/21/2005 | J(4) | 3,000,000 | 05/25/2004 | 05/25/2014 | Common Stock | 3,000,000 | $ 0 (4) | 2,185,110 | I | By Huntingdon | |||
Common Stock Warrants (right to buy) | $ 0.53 | 03/21/2005 | J(4) | 3,000,000 | 05/25/2004 | 05/25/2014 | Common Stock | 3,000,000 | $ 0 (4) | 4,403,203 | D | ||||
Common Stock Warrants (right to buy) | $ 0.53 | 03/21/2005 | G(5) | 3,000,000 | 05/25/2004 | 05/25/2014 | Common Stock | 3,000,000 | $ 0 | 1,403,203 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HERRICK NORTON C/O THE HERRICK COMPANY, INC. 2 RIDGEDALE AVENUE CEDAR KNOLLS, NJ 07927 |
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/s/ Norton Herrick | 03/22/2005 | |
**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 Reporting Person sold an aggregate of 3,198,053 shares of Common Stock and Warrants to purchase an aggregate of 1,599,027 shares of Common Stock for proceeds of $1,758,929.20, or a price of $0.55 per share of Common Stock and 1/2 warrant to purchase a share of Common Stock. |
(2) | Huntingdon Corporation sold an aggregate of 5,892,856 shares of Common Stock and Warrants to purchase an aggregate of 2,946,428 shares of Common Stock for proceeds of $3,241,070.80, or a price of $0.55 per share of Common Stock and 1/2 warrant to purchase a share of Common Stock. |
(3) | The Series A Convertible Preferred Stock was immediately convertible and has no expiration date. |
(4) | Represents a distribution by Huntingdon Corporation to the Reporting Person, its sole stockholder. |
(5) | Represents gifts by the Reporting Person of warrants to purchase 1,000,000 shares to each of his three emancipated adult sons. |