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1.
|
NAMES OF REPORTING PERSONS
Christopher F. Brogdon
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) x
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3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
PF, OO
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|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o |
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,676,765
|
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
1,676,765
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,676,765
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
|
|
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14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
1.
|
NAMES OF REPORTING PERSONS
Connie B. Brogdon
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) x
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
PF, OO
|
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,676,765
|
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
1,676,765
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,676,765
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
|
|
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
Item 3.
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Source and Amount of Funds or Other Consideration.
|
|
|
The acquisition of 59,336 shares of Common Stock and options to purchase 300,000 shares of Common Stock reported in this Amendment was funded using an aggregate cash amount of $37,890. With respect to the shares of Common Stock referred to in this Item 3, 40,729 were issued to Ms. Brogdon and 8,607 were issued to Mr. Brogdon on October 14, 2011 as a result of a 5% stock dividend declared by the Issuer on August 31, 2011. With respect to the options to purchase 300,000 shares of Common Stock referred to in this Item 3, options to purchase 150,000 shares of Common Stock were awarded by the Issuer’s Board of Directors to Mr. Brogdon under the Issuer’s 2011 Stock Option Plan on each of November 18, 2011 and February 15, 2012 in connection with Mr. Brogdon’s service to the Issuer.
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Item 5.
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Interest in Securities of the Issuer.
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(a).-(b).
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As of the date of this Amendment, the Reporting Persons held 1,676,765 shares of Common Stock, warrants to purchase 330,750 shares of Common Stock and options to purchase 300,000 shares of Common Stock, which represents approximately 13.1% of the outstanding Common Stock as of March 14, 2012. The calculation of this percentage is based on 12,202,042 shares of Common Stock outstanding as of March 14, 2012, as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2012.
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|
Each of the Reporting Persons may be deemed to beneficially own an aggregate of 1,646,015 shares of Common Stock, comprised of (i) 180,758 shares of Common Stock held of record by Mr. Brogdon; (ii) 110,250 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of presently exercisable warrants held by Mr. Brogdon at an exercise price of $2.72 per share; (iii) 110,250 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of presently exercisable warrants held by Mr. Brogdon at an exercise price of $3.63 per share; (iv) 110,250 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of presently exercisable warrants held by Mr. Brogdon at an exercise price of $4.53 per share; (v) 100,000 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of an option, exercisable on or after September 24, 2012 and prior to November 18, 2021, held by Mr. Brogdon at an exercise price of $6.00 per share; (vi) 50,000 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of an option, exercisable on or after September 24, 2013 and prior to November 18, 2021, held by Mr. Brogdon at an exercise price of $7.00 per share; (vii) 50,000 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of an option, exercisable on or after September 24, 2013 and prior to February 15, 2022, held by Mr. Brogdon at an exercise price of $7.00 per share; (viii) 100,000 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of an option, exercisable on or after September 24, 2014 and prior to February 15, 2022, held by Mr. Brogdon at an exercise price of $8.00 per share; and (ix) 865,257 shares of Common Stock held of record by Ms. Brogdon. The warrants referred to in subsections (ii), (iii) and (iv) of this paragraph were issued to Mr. Brogdon in connection with his being appointed a director of the Issuer in September 2009 and were subject to anti-dilution and therefore were adjusted on each of September 30, 2010 and September 30, 2011 for a 5% stock dividend. Prior to such adjustment, the warrants were exercisable for 100,000 shares of Common Stock each at exercise prices of $3.00 per share, $4.00 per share and $5.00 per share, respectively. The options referred to in subsections (v), (vi), (vii) and (viii) were awarded to Mr. Brogdon by the Issuer’s Board of Directors under the Issuer’s 2011 Stock Option Plan in connection with his service to the Issuer.
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The Cover Pages of this Amendment are incorporated herein by reference.
|
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|
(c)(1).
|
The following table sets forth all acquisition transactions by the Reporting Persons with respect to the Common Stock that were not previously reported in the Initial Statement or the Previously Filed Amendments.
|
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Trade Date
|
Number of Shares or Options
Purchased
|
Purchase Price Per Share or Option
|
How Purchase Effected
|
Reporting Person
|
|
10/14/2011 *
|
40,729
|
$0.000
|
*
|
Ms. Brogdon
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|
10/14/2011 *
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8,607
|
$0.000
|
*
|
Mr. Brogdon
|
|
11/18/2011 **
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100,000
|
$0.000
|
**
|
Mr. Brogdon
|
|
11/18/2011 ***
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50,000
|
$0.000
|
***
|
Mr. Brogdon
|
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02/15/2012 ±
|
50,000
|
$0.000
|
±
|
Mr. Brogdon
|
|
02/15/2012 ¥
|
100,000
|
$0.000
|
¥
|
Mr. Brogdon
|
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03/28/2012
|
5,000
|
$3.790
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Open Market
|
Ms. Brogdon
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|
03/29/2012
|
3,000
|
$3.780
|
Open Market
|
Ms. Brogdon
|
|
03/30/2012
|
2,000
|
$3.800
|
Open Market
|
Ms. Brogdon
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**
|
Represents option awarded by Issuer’s Board of Directors under Issuer’s 2011 Stock Option Plan, which option is exercisable on or after September 24, 2012, expires on November 18, 2021 and has an exercise price of $6.00 per share.
|
|
***
|
Represents option awarded by Issuer’s Board of Directors under Issuer’s 2011 Stock Option Plan, which option is exercisable on or after September 24, 2013, expires on November 18, 2021 and has an exercise price of $7.00 per share.
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|
±
|
Represents option awarded by Issuer’s Board of Directors under Issuer’s 2011 Stock Option Plan, which option is exercisable on or after September 24, 2013, expires on February 15, 2022 and has an exercise price of $7.00 per share.
|
|
¥
|
Represents option awarded by Issuer’s Board of Directors under Issuer’s 2011 Stock Option Plan, which option is exercisable on or after September 24, 2014, expires on February 15, 2022 and has an exercise price of $8.00 per share.
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(d).
|
Not applicable.
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|
(e).
|
Not applicable.
|
|
April 4, 2012
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|||
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(Date)
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|||
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/s/ Christopher F. Brogdon
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|||
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(Signature)
|
|||
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Christopher F. Brogdon
|
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April 4, 2012
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|||
|
(Date)
|
|||
|
/s/ Connie B. Brogdon
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|||
|
(Signature)
|
|||
|
Connie B. Brogdon
|