SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale directly with
a market maker.
------------------------------------------------------------------------------------------------------------------------------------
1(a) NAME OF ISSUER (Please type or print) (b) IRS IDENT. NO. (c) S.E.C. FILE NO.
Warp Technology Holdings, Inc. 88-0467845 000-33197
------------------------------------------------------------------------------------------------------------------------------------
1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE (e) TELEPHONE NO.
535 West 34th Street, 5th floor NY NY 10001
AREA 212 NUMBER 962-9277
CODE
------------------------------------------------------------------------------------------------------------------------------------
2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE (b) IRS IDENT. NO. (c) RELATIONSHIP TO (d) ADDRESS STREET CITY STATE ZIP CODE
SECURITIES ARE TO BE SOLD ISSUER
Morgan Stanley Institutional Fund, Inc. 13-3902170 None 1221 Avenue of the Americas
Technology Portfolio New York, NY 10020
------------------------------------------------------------------------------------------------------------------------------------
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File
Number.
------------------------------------------------------------------------------------------------------------------------------------
3(a) (b) SEC USE ONLY (c) (d) (e) (f) (g)
Name And Address
Of Each Broker
Through Whom The Number of Number Of
Securities Are To Shares Or Aggregate Shares Or Approximate Name Of Each
Title of The Be Offered Or Each Other Units Market Other Units Date Of Sale Securities
Class Of Market Maker Who Is To Be Sold Value Outstanding See Instr. Exchange
Securities Acquiring The Broker-Dealer (See Instr. (See Instr. (See Instr. 3(f)) (See Instr.
To Be Sold Securities File Number 3(c)) 3(d)) 3(e)) (MO. DAY YR.) 3(g))
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Jefferies & 34,580 $3,087.12 73,862,586 05/21/04
Company, Inc.
11100 Santa
Monica Blvd.,
11th fl
------------------------------------------------------------------------------------------------------------------------------------
Los Angeles, CA
90025
------------------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS:
1. (a) Name of issuer. (d) Issuer's address, including zip code.
(b) Issuer's I.R.S. Identification Number. (e) Issuer's telephone number, including area code.
(c) Issuer's S.E.C. file number, if any.
2. (a) Name of person for whose account the securities are to be sold.
(b) Such person's I.R.S. identification number, if such person is an entity.
(c) Such person's relationship to the issuer (e.g., officer, director, 10
percent stockholder, or member of immediate family of any of the
foregoing).
(d) Such person's address, including zip code
3. (a) Title of the class of securities to be sold.
(b) Name and address of each broker through whom the securities are intended
to be sold.
(c) Number of shares or other units to be sold (if debt securities, give the
aggregate face amount).
(d) Aggregate market value of the securities to be sold as of a specified
date within 10 days prior to the filing of this notice.
(e) Number of shares or other units of the class outstanding, or if debt
securities the face amount thereof outstanding, as shown by the most
recent report or statement published by the issuer.
(f) Approximate date on which the securities are to be sold.
(g) Name of each securities exchange, if any, on which the securities are
intended to be sold.
TABLE I -- SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of
the securities to be sold and with respect to the payment of all or any
part of the purchase price or other consideration therefor:
Name Of Person
Title Of From Whom Acquired
Amount Of Date You Nature Of (If Gift, Also Give Date of
The Class Acquired Acquisition Transaction Date Donor Acquired) Securities Acquired Payment Nature Of Payment
------------ -------- ----------------------- ----------------------------- ------------------- ------- ------------------
Common Stock 5/24/02 Private Offering Warp Technology Holdings,Inc. 370,206 5/24/02 Securities
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS:
1. If the securities were purchased and full payment therefor 2. If within two years after the acquisition of the securities
was not made in cash at the time of purchase, explain in the the person for whose account they are to be sold had any
table or in a note thereto the nature of the consideration short positions, put or other option to dispose of
given. If the consideration consisted of any note or other securities referred to in paragraph (d)(3) of Rule 144,
obligation, or if payment was made in installments describe furnish full information with respect thereto.
the arrangement and state when the note or other obligation
was discharged in full or the last installment paid.
TABLE II -- SECURITIES SOLD DURING THE PAST THREE MONTHS
Furnish the following information as to all securities of the issuer sold during
the past three months by the person for whose account the securities are to be
sold.
Name And Address Of Seller Title Of Securities Sold Date Of Sale Amount Of Securities Sold Gross Proceeds
-------------------------- ------------------------ ------------ ------------------------- --------------
Morgan Stanley SICAV US
Small Cap Growth
5, rue Plaetis
L-2338 Luxembourg Warp Technology Holdings, Inc. 2/25/04 7,015 $ 1,450.84
Grand Duchy of Luxembourg
Morgan Stanley Investment
Management
Small Company Growth Trust
1221 Avenue of the Americas
New York, NY 10020 Warp Technology Holdings, Inc. 2/25/04 29,976 $ 6,196.96
Morgan Stanley Institutional
Fund, Inc.
Small Company Growth Portfolio
1221 Avenue of the Americas
New York, NY 10020 Warp Technology Holdings, Inc. 2/25/04 2,929 $ 604.52
Morgan Stanley Institutional
Fund, Inc. Warp Technology Holdings, Inc. 2/25/04 82,100 $ 18,127.68
Technology Portfolio Warp Technology Holdings, Inc. 2/26/04 20,000 $ 4,400
1221 Avenue of the Americas Warp Technology Holdings, Inc. 3/2/04 5,000 $ 1,250
New York, NY 10020 Warp Technology Holdings, Inc. 3/4/04 12,000 $ 3,000
Warp Technology Holdings, Inc. 3/8/04 5,000 $ 1,150
Warp Technology Holdings, Inc. 3/10/04 4,000 $ 880
Warp Technology Holdings, Inc. 3/11/04 65,000 $ 13,150
Warp Technology Holdings, Inc. 4/20/04 25,000 $ 3,750
Warp Technology Holdings, Inc. 4/22/04 75,000 $ 8,250
Warp Technology Holdings, Inc. 4/23/04 110,000 $ 14,400
Warp Technology Holdings, Inc. 4/26/04 135,000 $ 20,046.49
Warp Technology Holdings, Inc. 5/18/04 100,000 $ 8,100
Warp Technology Holdings, Inc. 5/20/04 10,000 $ 974.97
REMARKS:
INSTRUCTIONS: ATTENTION:
See the definition of "person" in paragraph (a) of Rule 144. The person for whose account the securities to which this
Information is to be given not only as to the person for notice relates are to be sold hereby represents by signing
whose account the securities are to be sold but also as to this notice that he does not know any material adverse
all other persons included in that definition. In addition, information in regard to the current and prospective
information shall be given as to sales by all persons whose operations of the Issuer of the securities to be sold which
sales are required by paragraph (e) of Rule 144 to be has not been publicly disclosed.
aggregated with sales for the account of the person filing
this notice.
5/21/04 /s/Sheldon Winicour
-------------------------------- ---------------------------------------
(DATE OF NOTICE) (SIGNATURE)
The notice shall be signed by the person for whose account the securities
are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute
Federal Criminal Violations (See 18 U.S.C. 1001.)
Morgan Stanley Institutional Fund, Inc. Technology Portfolio
1221 Avenue of the Americas
New York, NY 10020
May 21, 2004
VIA edgar
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Warp Technology Holdings, Inc.
Ladies and Gentlemen:
On behalf of Morgan Stanley Institutional Fund, Inc. Technology
Portfolio, we are filing a copy of Form 144, Notice of Proposed Sale of
Securities Pursuant to Rule 144 under the Securities Act of 1933.
If you have any questions or comments, please do not hesitate to
contact me at (212)762-5206. Thank you for you assistance in this matter.
Sincerely,
/s/Sheldon Winicour
-------------------
Sheldon Winicour
Assistant Secretary
Enclosures