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 | ||||
Convertible Promissory Note | 12/13/2005 | 12/29/2006 | Common Stock | $ 350,000 | $ 2.5 (1) | D (2) | Â |
Convertible Promissory Note | 12/13/2005 | 12/29/2006 | Common Stock | 326,472 | $ 1.5315 | D (2) | Â |
Option (right to buy) | 12/13/2005 | 12/31/2006 | Common Stock | 70,000 (4) | $ 5 (3) | D (2) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JRPM Investments, Ltd. 800 WASHINGTON AVE. WACO, TX 76701 |
 |  X |  |  |
RAM Investors, Inc. 800 WASHINGTON AVE. WACO, TX 76701 |
 |  X |  |  |
JRPM Investments, Ltd., by David W. Mann, its General Partner | 12/15/2005 | |
**Signature of Reporting Person | Date | |
RAM Investors, Inc., by David W. Mann, its President | 12/15/2005 | |
**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) | The price at which each share of common stock shall be delivered upon coversion shall be the greater of $2.50 per share or the book value per share at the time of conversion. |
(2) | RAM Investors, Inc. ("RAMII") is a general partner of JRPM Investments, Ltd. and has an indirect beneficial interest in these securities. RAMII disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. |
(3) | The option is exercisable at the greater of $5.00 per share or the book value per share as of the date of exercise. |
(4) | Based on an exercise price of $5.00. |