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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) (1) | $ 6.63 | 05/05/2006 | A | 70,000 | (6) | 05/04/2016 | Common Stock | 70,000 | $ 0 | 70,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HALE DAVID F 2110 RUTHERFORD ROAD CARLSBAD, CA 92008 |
X |
/s/ Alex Driggs Attorney-in-fact | 05/09/2006 | |
**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) | All shares reported herein are shown after the effects of a 1-for-3 reverse stock split effected by the Issuer on May 5, 2006. |
(2) | These shares were issued pusuant to the reporting person's election to receive his cash compensation for director service for fiscal year 2006 in shares of common stock under the Issuer's equity incentive plan. |
(3) | These shares were issued (at a value of $6.63 per share) as a portion of the reporting person's severance in connection with his separation from employment with the Issuer pursuant to the terms of the reporting person's amended and restated employment agreement with the Issuer. The 22,017 shares reported herein were issued net of tax withholding. The gross number of shares issuable was 34,268, and 12,251 (at a value of $6.63 per share) were withheld to satisfy tax obligations. |
(4) | By Michael T. Hale Trust dated December 26, 1991 for the benefit of Shane Hale, Tara Hale, Erin Hale and David Garrett Hale. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
(5) | By Hale Family Trust dated February 10, 1986. |
(6) | The option vests over three years, in equal monthly installments. |