|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants to Purchase Common Stock | $ 1.3 | 11/25/2005 | 05/26/2010 | Common Stock | 1,615,597 | 1,615,597 | I | See (2) | |||||||
Warrants to Purchase Common Stock | $ 1.6 | 10/12/2006 | 04/12/2011 | Common Stock | 206,899 | 206,899 | I | See (3) | |||||||
Warrants to Purchase Common Stock | $ 1.7 | 12/27/2006 | 12/27/2011 | Common Stock | 384,776 | 384,776 | I | See (4) | |||||||
10% Secured Convertible Notes | $ 0.295 | 05/30/2008 | P | 5,000,000 | 05/30/2008 | (5) | Common Stock | 5,000,000 | (5) | 5,000,000 | I | See (6) | |||
Warrants to Purchase Common Stock | $ 0.369 | 05/30/2008 | P | 3,000,000 | 12/01/2008 | 05/30/2013 | Common Stock | 3,000,000 | (5) | 3,000,000 | I | See (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Moorin Jay C/O PROQUEST INVESTMENTS 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
X | |||
SCHREIBER ALAIN C/O PROQUEST INVESTMENTS 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
X | |||
ProQuest Investments III, L.P. 90 NASSAU STREET, 5TH FLOOR PRINSTON, NJ 08542-4520 |
X | |||
ProQuest Associates III LLC 90 NASSAU STREET, 5TH FLOOR PRINSTON, NJ 08542-4520 |
X |
/s/ Pasquale DeAngelis, as Attorney-in-Fact | 06/25/2008 | |
**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) | Of such shares: 4,974,426 are owned by ProQuest Investments III, L.P. ("Investments III"), of which ProQuest Associates III LLC ("Associates III") is the general partner; 1,262,747 are owned by ProQuest Investments II, L.P. ("Investments II"), of which ProQuest Associates II LLC ("Associates II") is the general partner; and 30,397 are owned by ProQuest Investments II Advisors Fund, L.P. ("Advisors"), of which Associates II is the general partner. Jay Moorin and Alain Schreiber are managing members of Associates III and Associates II. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(2) | Of such warrants: 1,282,264 are owned by Investments III; 325,500 are owned by Investments II; and 7,833 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(3) | Of such warrants: 164,210 are owned by Investments III; 41,684 are owned by Investments II; and 1,005 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(4) | Of such warrants: 305,388 are owned by Investments III; 77,522 are owned by Investments II; and 1,866 are owned by Advisors. Each of the reporting persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(5) | The principal and accrued interest under the convertible notes will become due and payable upon the earlier of (i) demand by the holder on or after November 26, 2008 or (ii) any Change of Control, as defined in the convertible notes. The Reporting Persons paid an aggregate of $1,475,000 for the convertible notes and warrants acquired together as reported on this Form 4. |
(6) | Of such convertible notes: 3,968,384 are owned by Investments III; 1,007,365 are owned by Investments II; and 24,251 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(7) | Of such warrants: 2,381,030 are owned by Investments III; 604,419 are owned by Investments II; and 14,551 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. Such warrants that are subject to a limitation on exercise that prevents the Reporting Persons from exercising any of such warrants if, after giving effect to the exercise, the Reporting Persons would in the aggregate beneficially own more than 19.99% of the outstanding shares of Common Stock unless the Company receives shareholder approval to issue additional shares. |