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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | $ 0.07 | 01/14/2009 | P | 1,000 | 01/14/2009 | (1) | Common Stock | 1,428,571 | $ 100 | 1,000 | I | See Footnote 2. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schwartz James A 28 COTTRELL STREET MYSTIC, CT 06355 |
X |
James A. Schwartz | 01/16/2009 | |
**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) | The Series A Convertible Preferred Stock reported herein has no expiration date. |
(2) | The reporting person is a Managing Member of Harvey Partners, LLC, a Delaware limited liability company and the investment manager of each of Harvey SMidCap Fund, LP, a Delaware limited partnership ("SMidCap Fund"), and Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company ("SMidCap Offshore Fund"). SMidCap Fund and SMidCap Offshore Fund hold 900 and 100 shares, respectively, of the reported shares of Series A Convertible Preferred Stock. The reporting person may be deemed to beneficially own a proportionate interest in the reported shares of Series A Convertible Preferred Stock held by SMidCap Fund and SMidCap Offshore Fund. The reporting person's interest in the securities reported is limited to the extent of his pecuniary interest in SMidCap Fund and SMidCap Offshore Fund, if any. |