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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 | ||||||||
| Employee Stock Option (right to buy) | $ 4.56 (2) | 05/05/2006 | A | 200,000 | (5) | 05/05/2016 | Common Stock | 200,000 | $ 0 | 200,000 | D | ||||
| Employee Stock Option (right to buy) | $ 4.56 (2) | 05/18/2006 | A | 300,000 | (6) | 05/18/2016 | Common Stock | 300,000 | $ 0 | 300,000 | D | ||||
| Employee Stock Option (right to buy) | $ 9.56 (3) | 05/18/2006 | A | 200,000 | (6) | 05/18/2016 | Common Stock | 200,000 | $ 0 | 200,000 | D | ||||
| Employee Stock Option (right to buy) | $ 14.56 (4) | 05/18/2006 | A | 200,000 | (6) | 05/18/2016 | Common Stock | 200,000 | $ 0 | 200,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Siracusa Paul J 225 BRAE BOULEVARD PARK RIDGE, NJ 07656 |
Executive V.P. & CFO | |||
| Stuart M. Geschwind, by Power of Attorney on behalf of Paul J. Siracusa | 11/20/2006 | |
| **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) | This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 or otherwise, the beneficial owner of these shares. |
| (2) | The exercise price of these options was previously reported on Form 3 as $5.68, subject to a footnote which stated that the exercise price was subject to an anticipated adjustment in the amount of an anticipated special dividend. The exercise price of $4.56 reported on this Form 4 reflects an adjustment of $1.12, which is the amount of a special dividend declared on November 16, 2006 and expected to be paid on November 21, 2006. |
| (3) | The exercise price of these options was previously reported on Form 3 as $10.68, subject to a footnote which stated that the exercise price was subject to an anticipated adjustment in the amount of an anticipated special dividend. The exercise price of $9.56 reported on this Form 4 reflects an adjustment of $1.12, which is the amount of a special dividend declared on November 16, 2006 and expected to be paid on November 21, 2006. |
| (4) | The exercise price of these options was previously reported on Form 3 as $15.68, subject to a footnote which stated that the exercise price was subject to an anticipated adjustment in the amount of an anticipated special dividend. The exercise price of $14.56 reported on this Form 4 reflects an adjustment of $1.12, which is the amount of a special dividend declared on November 16, 2006 and expected to be paid on November 21, 2006. |
| (5) | The option will vest in five equal annual installments on the first through fifth anniversaries of the grant date. The first installment will become exercisable on May 5, 2007. |
| (6) | The option will vest in five equal annual installments on the first through fifth anniversaries of the grant date. The first installment will become exercisable on May 18, 2007. |
| Remarks: Date of Earliest Transaction: The transaction giving rise to this Form 4 filing occurred on November 16, 2006. In accordance with Rule 16a-2, transactions which took place within 6 months prior to that date are also reported on this form. The stock option grant which was made on May 5, 2006 is being reported in order to reflect the adjusted exercise price (see note 2). | |