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 | ||||
Warrants | 08/12/2008 | 08/12/2015 | Common Stock | 806,827 | $ 3.53 | I | See footnote (2) |
Unit Warrants | 02/12/2009 | 08/12/2009 | See footnote (3) | 1,385,195 | $ 2.82 | I | See footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Moorin Jay C/O PROQUEST INVESTMENTS 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
 |  X |  |  |
SCHREIBER ALAIN C/O PROQUEST INVESTMENTS 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
 |  X |  |  |
ProQuest Investments IV, L.P. 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
 |  X |  |  |
ProQuest Associates IV LLC 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
 |  X |  |  |
/s/ Pasquale De Angelis as Attorney-in-Fact | 08/20/2008 | |
**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) | Of such shares: 1,075,769 are owned by ProQuest Investments III, L.P. ("Investments III"), of which ProQuest Associates III LLC ("Associates III") is the general partner, and 2,151,537 are owned by ProQuest Investments IV, L.P. ("Investments IV"), of which ProQuest Associates IV LLC ("Associates IV") is the general partner. Jay Moorin and Alain Schreiber are managing members of Associates III and Associates IV. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(2) | Of such warrants: 268,942 are owned by Investments III, and 537,885 are owned by Investments IV. Pursuant to a Securities Purchase Agreement, the Reporting Persons are not permitted to exercise any warrants, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Reporting Person would exceed 19.99% of the number of shares of Common Stock then issued and outstanding, unless and until such limitation is no longer required by applicable NASDAQ Marketplace Rules. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(3) | The Unit Warrants are exercisable for Units, which consist of one share of Common Stock plus a warrant to purchase 0.25 shares of Common Stock. The Unit Warrants are exercisable for a minimum of $1,000,000.00 worth of Units per exercise. The warrants underlying the Unit Warrants will, upon exercise, be immediately exercisable at a price of $3.53 per share and will expire on 08/12/2015. |
(4) | Of such Unit Warrants: Unit Warrants consisting of 369,385 shares of Common Stock and warrants to purchase 92,346 shares of Common Stock are owned by Investments III, and Unit Warrants consisting of 738,771 shares of Common Stock and warrants to purchase 184,693 shares of Common Stock are owned by Investments IV. Pursuant to a Securities Purchase Agreement, the Reporting Persons are not permitted to exercise any Unit Warrants, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Reporting Person would exceed 19.99% of the number of shares of Common Stock then issued and outstanding, unless and until such limitation is no longer required by applicable NASDAQ Marketplace Rules. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |