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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 | ||||||||
| Stock Option (right to buy) | $ 3.78 | 11/25/2003(5) | 11/25/2012 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Stock Option (right to buy) | $ 5.07 | 06/26/2004(5) | 06/26/2013 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Stock Option (right to buy) | $ 1.36 (5) | 01/31/2014 | 01/31/2021 | Common Stock | 12,000 | 12,000 | D | ||||||||
| Deferred Common Stock | (6) | (7) | (7)(8) | Common Stock | 2,250 | 21,596 | D | ||||||||
| Stock Appreciation Right (9) | $ 0.99 | (9) | (9) | Common Stock | 2,250 | 15,750 | D | ||||||||
| Subscription Rights (right to buy) (10) | $ 0.33 | 07/16/2012 | X | 15,000 | 06/13/2012 | 07/20/2012 | Common Stock | 5,130 | $ 0 | 0 | I | Wife | |||
| Subscription Rights (right to buy) (10) | $ 0.33 | 07/16/2012 | X | 8,771 | 06/13/2012 | 07/20/2012 | Common Stock | 2,999 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MCCLUNG JAMES A 1319 MARQUETTE DRIVE ROMEOVILLE, IL 60446 |
X | |||
| By Jess Jankowski under UPA for James A. McClung | 07/17/2012 | |
| **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 shares were purchased upon exercise of subscription rights issued pro rata to holders of the issuer's common stock (the "Common Stock") as of the close of business on June 13, 2012 (the "Record Date"), to purchase 0.342 shares of Common Stock for each one share of Common Stock owned as of the close of business on the Record Date at a subscription price of $0.33 per full share under the basic subscription privilege of the issuer's rights offering. The reporting person also exercised his over-subscription privilege under the rights offering, seeking up to 10,260 additional shares of Common Stock at the same $0.33 price. The number of shares of Common Stock purchased by the reporting person pursuant to the exercise of his over-subscription privilege will be subject to availability and the pro rata allocation of shares among persons exercising this over-subscription privilege and will be determined subsequent to the expiration date of the rights offering. |
| (2) | The shares of Common Stock will be issued to the reporting person upon the expiration of the rights offering. |
| (3) | The reporting person previously reported 5,000 shares as Direct when they are more properly reported as Indirect, the result of which is shown here. The combined holdings of the reporting person are unchanged. |
| (4) | The shares were purchased upon exercise of subscription rights issued pro rata to holders of the issuer's common stock (the "Common Stock") as of the close of business on June 13, 2012 (the "Record Date"), to purchase 0.342 shares of Common Stock for each one share of Common Stock owned as of the close of business on the Record Date at a subscription price of $0.33 per full share under the basic subscription privilege of the issuer's rights offering. The reporting person also exercised his over-subscription privilege under the rights offering, seeking up to 5,998 additional shares of Common Stock at the same $0.33 price. The number of shares of Common Stock purchased by the reporting person pursuant to the exercise of his over-subscription privilege will be subject to availability and the pro rata allocation of shares among persons exercising this over-subscription privilege and will be determined subsequent to the expiration date of the rights offering. |
| (5) | Subject to certain rights and restrictions, beginning on this date, options vest in three equal annual installments. |
| (6) | Each share of deferred common stock represents a right to receive one share of common stock. |
| (7) | The deferred common stock becomes payable upon the reporting person's termination of service as a director of the Company. |
| (8) | Pursuant to such plan, the reporting person elected to defer receipt of such shares and receive a cumulative total of 21,596 shares of deferred common stock which will all be accounted for under the Company's Non-Employee Director Deferred Compensation Plan. |
| (9) | The stock appreciation right becomes payable upon the reporting person's termination of service as a director of the Company. 2,250 were issued 4/8/2009 at a conversion price of $0.90, 2,250 were issued 7/1/2009 at a conversion price of $1.05, 2,250 were issued 10/1/2009 at a conversion price of $1.18, 2,250 were issued 1/4/2010 at a conversion price of $0.84, 2,250 were issued 4/1/2010 at a conversion price of $1.85, 2,250 were issued 7/1/2010 at a conversion price of $1.10, and 2,250 were issued 10/1/2010 at a conversion price of $0.99. |
| (10) | The reporting person exercised subscription rights issued pro rata to holders of Common Stock as of the close of business on the Record Date, to purchase 0.342 shares of Common Stock for each one share of Common Stock owned as of the close of business on the Record Date at a subscription price of $0.33 per full share under the basic subscription privilege of the issuer's rights offering. |