UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant to Purchase Common Stock | 12/28/2006 | 06/28/2008 | Common Stock | 12,500,000 | $ 1 | D (1) | Â |
Warrant to Purchase Common Stock | 12/28/2006 | 06/28/2008 | Common Stock | 12,500,000 | $ 1 | I | Footnote (2) |
Note Convertible into Common Stock | 12/28/2006 | 06/28/2010 | Common Stock | 10,000,000 | $ 1 | D (1) | Â |
Note Convertible into Common Stock | 12/28/2006 | 06/28/2010 | Common Stock | 10,000,000 | $ 1 | I | Footnote (2) |
Warrant to Purchase Common Stock | 06/06/2008 | 09/01/2009 | Common Stock | 5,000,000 | $ 1 | D (1) | Â |
Warrant to Purchase Common Stock | 06/06/2008 | 09/01/2009 | Common Stock | 5,000,000 | $ 1 | I | Footnote (2) |
Note Convertible into Common Stock | 06/30/2007(3) | 06/30/2010(3) | Common Stock | 600,000 | $ 1 | D (1) | Â |
Note Convertible into Common Stock | 06/30/2007(3) | 06/30/2010(3) | Common Stock | 600,000 | $ 1 | I | Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PERSISTENCY UGLAND HOUSE SOUTH CHURCH STREET GEORGE TOWN, E9 |
 |  X |  |  |
PERSISTENCY CAPITAL, LLC 1270 AVENUE OF THE AMERICAS SUITE 2100 NEW YORK, NY 10020 |
 |  X |  |  |
Morris Andrew C/O PERSISTENCY CAPITAL LLC 1270 AVENUE OF THE AMERICAS, STE 2100 NEW YORK, NY 10020 |
 |  X |  |  |
Persistency, By: /s/ Andrew J. Morris, Director | 04/17/2008 | |
**Signature of Reporting Person | Date | |
Persistency Capital, LLC, By: /s/ Andrew J. Morris, Managing Member | 04/17/2008 | |
**Signature of Reporting Person | Date | |
/s/ Andrew J. Morris | 04/17/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | These securities are directly owned by Persistency. |
(2) | These securities are directly owned by Persistency and may be deemed to be beneficially owned by Persistency Capital, LLC by virtue of its role as the investment manager of Persistency and Andrew J. Morris as the managing member of Persistency Capital, LLC. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(3) | This position was acquired via PIK on June 30, 2007. |