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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 C Convertible Pref. Stock, $.01 par value per share | (4) (5) | 11/15/2010 | P(4)(5) | 125 | (2) | (3) | Common Stock | 5,000,000 | (4) (5) | 125 | I (1) | By Vicis Capital Master Fund | |||
Warrant to Purchase Common Stock | $ 0.3 | 11/15/2010 | P(4)(5) | 2,500,000 | (2) | 11/15/2015 | Common Stock | 2,500,000 | (4) (5) | 2,500,000 | I (1) | By Vicis Capital Master Fund |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Vicis Capital, LLC 445 PARK AVENUE, SUITE 1901 NEW YORK, NY 10022 |
X | |||
Vicis Capital Master Fund 445 PARK AVENUE, SUITE 1901 NEW YORK, NY 10022 |
X |
/s/ Andrew Comito, Compliance Officer, Vicis Capital LLC | 02/14/2011 | |
**Signature of Reporting Person | Date | |
/s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund | 02/14/2011 | |
**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) | Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares. |
(2) | Immediately. |
(3) | None. |
(4) | On November 15, 2010, Vicis Capital Master Fund entered into an Exchange Agreement with the Issuer. Pursuant to the Agreement, the Fund exchanged 116 shares of the Issuer's 10% Cumulative Perpetual Series B Preferred Stock for 4,640,000 shares of the Issuer's Common Stock. |
(5) | On September 24, 2010 and November 4, 2010, the Fund deposited $1,000,000 and $250,000, respectively, into an escrow account. On November 5, 2010, $100,000 was released from the escrow account to the Issuer, and on November 15, 2010, the remaining $1,150,000 was released from the escrow account to the Issuer. In consideration of the $1,250,000 provided by the Fund to the Issuer, the Fund received 125 shares of the Issuer's Series C Convertible Preferred Stock and a warrant to purchase 2,500,000 shares of the Issuer's Common Stock. Each share of the Series C Convertible Preferred Stock currently converts on a 1-for-40,000 basis. |