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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MEZZANINE MANAGEMENT LTD CENTURY HOUSE, 16 PAR LA VILLE ROAD HAMILTON, D0 |
X | |||
MEZZANINE MANAGEMENT FUND IV COINVEST A L.P. CENTURY HOUSE, 16 PAR LA VILLE ROAD HAMILTON, D0 |
X | |||
MEZZANINE MANAGEMENT FUND IV A CENTURY HOUSE, 16 PAR LA VILLE ROAD HAMILTON, D0 |
X |
/s/ Christopher C. Morris | 12/16/2009 | |
**Signature of Reporting Person | Date | |
/s/ Christopher C. Morris | 12/16/2009 | |
**Signature of Reporting Person | Date | |
/s/ Christopher C. Morris | 12/16/2009 | |
**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) | Under the terms of these notes, the issuer is required to use commercially reasonable efforts to complete a rights offering of its common stock as promptly as reasonably practicable after the issue date of these notes. The proceeds from such an offering received from sources other than the reporting persons will be used to repay these notes. The reporting persons are required to use the balance of the notes to participate in the rights offering. (Continued in Note 2) |
(2) | Any of these notes not repaid or otherwise used by the reporting persons to subscribe for common stock in such rights offering will be automatically converted into common stock at the earlier of (1) the closing of the rights offering (or such other equity offering of the issuer) or (2) June 30, 2010, at a price per share equal to (A) the price per share offered in the rights offering (or such other equity offering of the issuer) or (B) if no rights offering (or other equity offering) occurs before June 30, 2010, $0.4302, which reflects the volume weighted average sale price for the common stock as quoted on the OTC Bulletin Board for the ten trading days prior to the issuance of these notes. |
(3) | These notes are convertible into shares of common stock at the option of the reporting persons, at a price equal to (1) the price per share offered in the rights offering (or such other equity offering) if consummated on or prior to June 30, 2010 or (2) if no such rights offering (or other equity offering) occurs before June 30, 2010, $0.4302, which reflects the volume weighted average sale price for the common stock as quoted on the OTC Bulletin Board for the ten trading days prior to the issuance of these notes. |