|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 0.19 (1) | 12/19/2011 | A(2) | 200,000 | (3) | 12/18/2014 | common stock | 200,000 | $ 0 | 380,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Mullins John 1560 WEST 190TH STREEET TORRANCE, CA 90501 |
COO | |||
| /s/ John Micek Chief Financial Officer | 05/18/2012 | |
| **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 exercise price of the options will be the greater of: a) the effective share value of the Company's stock determined on a five-day Volume-Weighted Average Closing Price ("VWAP") as traded on the NYSE Amex for such five day trading period after a capital raising has been completed by the Company; or b) the fair market value of the common shares of the Company determined in accordance with the Plan based on the last reported sale price as traded on the NYSE Amex as of the date of grant. |
| (2) | This filing amends the transaction code inadvertently reported as S. |
| (3) | The options will only vest in the event that: a) the Company is sold during the Term for a price that results in proceeds to the Company's shareholders for each outstanding share of Common Stock equal to or greater in value than at least twice the exercise price; or b) during any ten (10) day trading period during the Term when the Company's common shares have a VWAP for such ten (10) day trading period equal to or greater than twice the exercise price based on the average of the closing bid and asked prices of the Company's Common Stock if quoted in the Over-The-Counter or similar market or the last reported sale price of the Common Stock or the closing price quoted on the NYSE Amex or any other U.S. exchange on which the Common Stock is then listed, as published in the Western Edition of The Wall Street Journal. This filing amends the exercisable date inadvertently reported as 3/31/12. |