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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WARP TECHNOLOGY HOLDINGS INC 200 RAILROAD AVENUE, THIRD FLOOR GREENWICH, CT 06830 |
 |  X |  |  |
Ernest C Mysogland as Attorney-in-fact | 03/23/2006 | |
**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) | The reporting person does not have a pecuniary interest in any shares of common stock of the Issuer. However, the reporting person is deemed to be a beneficial owner of over 10% of the Issuer's common stock by virtue of having entered into a shareholders voting agreement (the "Stockholder Agreement") on March 14, 2006 with certain shareholders of the Issuer. Pursuant to the Stockholder Agreement, the reporting person was granted the power to control voting of 12,380,982 shares, which include 10,108,268 shares of common stock and immediately exercisable warrants to purchase 2,272,714 shares of common stock, constituting approximately 42% of the outstanding shares of common stock of the Issuer. In addition, David M. Howitt, one of the reporting person's directors, beneficially owns 59,000 shares of common stock of the Issuer for his own account to which the reporting person disclaims any beneficial ownership. |