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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 A Convertible Redeemable Preferred Stock | (1) | 06/30/2006 | D | 4,190 | (1) | (1) | Common Stock | 11,358,343 (2) | (1) | 0 | I | By BSC (3) | |||
Series A Convertible Redeemable Preferred Stock | (1) | 06/30/2006 | D | 10,576 | (1) | (1) | Common Stock | 28,669,650 (2) | (1) | 0 | I | By CVC (3) | |||
Series A Convertible Redeemable Preferred Stock | (1) | 06/30/2006 | D | 5,000 | (1) | (1) | Common Stock | 13,554,108 (2) | (1) | 0 | I | By Offshore (3) | |||
Series A Convertible Redeemable Preferred Stock | (1) | 06/30/2006 | D | 234 | (1) | (1) | Common Stock | 634,332 (2) | (1) | 0 | I | By CVCP (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BEAR STEARNS COMPANIES INC 383 MADISON AVENUE NEW YORK, NY 10179 |
X | X | ||
BEAR STEARNS ASSET MANAGEMENT INC 383 MADISON AVENUE NEW YORK, NY 10179 |
X | X | ||
Constellation Ventures Management II, LLC 383 MADISON AVENUE NEW YORK, NY 10179 |
X | X | ||
Friedman Clifford H C/O BEAR STEARNS ASSET MANAGEMENT, INC. 383 MADISON AVENUE NEW YORK, NY 10179 |
X | X | ||
BSC EMPLOYEE FUND IV LP 383 MADISON AVENUE NEW YORK, NY 10179 |
X | X | ||
CONSTELLATION VENTURE CAPITAL II LP 383 MADISON AVENUE NEW YORK, NY 10179 |
X | X | ||
Constellation Venture Capital Offshore II, LP 383 MADISON AVENUE NEW YORK, NY 10179 |
X | X | ||
CVC II Partners, LLC 383 MADISON AVENUE NEW YORK, NY 10179 |
X | X |
Kenneth L. Edlow, as Secretary of The Bear Stearns Companies, Inc. | 07/06/2006 | |
**Signature of Reporting Person | Date | |
Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc. | 07/06/2006 | |
**Signature of Reporting Person | Date | |
Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC | 07/06/2006 | |
**Signature of Reporting Person | Date | |
Clifford H. Friedman | 07/06/2006 | |
**Signature of Reporting Person | Date | |
Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund IV, L.P. | 07/06/2006 | |
**Signature of Reporting Person | Date | |
Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P. | 07/06/2006 | |
**Signature of Reporting Person | Date | |
Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P. | 07/06/2006 | |
**Signature of Reporting Person | Date | |
Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, LLC | 07/06/2006 | |
**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) | Pursuant to the Exchange and Recapitalization Agreement, dated as of May 10, 2006, and effective as of June 30, 2006, the Reporting Person exchanged all of its Series A Convertible Redeemable Preferred Stock for the number of shares of Common Stock indicated. Such exchange is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-7 and under Rules 16b-3(d) and (e). The Series A Convertible Redeemable Preferred Stock accrued dividends at the rate of 11.5% per annum, accreted quarterly, and was convertible at the holder's option into that number of shares of Common Stock equal to the accreted value of those shares together with accrued dividends, divided by the conversion price of $0.75 per share. |
(2) | Reflects the one-for-fifteen reverse split of the Issuer's Common Stock that became effective on June 6, 2006. |
(3) | The Bear Stearns Companies, Inc. ("BSCI") is the sole managing member of Constellation Ventures Management II, LLC ("Management") and is the parent company of Bear Stearns Asset Management Inc. ("BSAM"). Mr. Clifford H. Friedman is a member of Management and a senior managing director of BSAM. Management is the sole managing general partner of The BSC Employee Fund IV, L.P. ("BSC"), the sole general partner of Constellation Venture Capital II, L.P. ("CVC") and the sole general partner of Constellation Venture Capital Offshore II, L.P. ("Offshore"). BSAM is the sole managing member of CVC II Partners, LLC ("CVCP") and is the investment adviser to BSC, CVC, Offshore and CVCP. Each Reporting Person disclaims beneficial ownership of any securities that exceed its pecuniary interest in the securities held by these entities. |
Remarks: Each of the Reporting Persons that are entities may be deemed to be a director of the Issuer by virtue of Clifford H. Friedman's service on the Issuer's Board of Directors. |