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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 | ||||||||
Stock Purchase Warrants (right to buy) | $ 0.7542 | 02/25/2005 | X | 289,310 | 02/28/2002 | 02/28/2005 | Common Stock | 289,310 | (3) | 0 | I | By Rainbow Gate Corporation (1) | |||
Stock Purchase Warrants (right to buy) | (4) | (4) | (4) | Common Stock | 3,358,300 | 3,358,300 | D | ||||||||
Stock Purchase Warrants (right to buy) | (5) | (5) | (5) | Common Stock | 300,000 | 300,000 | D | ||||||||
Stock Purchase Warrants (right to buy) | (6) | (6) | (6) | Common Stock | 776,642 | 776,642 | D | ||||||||
Stock Purchase Warrants (right to buy) | (7) | (7) | (7) | Common Stock | 517,760 | 517,760 | D | ||||||||
Stock Purchase Warrants (right to buy) | (8) | (8) | (8) | Common Stock | 297,419 | 297,419 | I | By Rainbow Gate Corporation (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STILLWATER LLC 15 EAST 62ND STREET NEW YORK, NY 10021 |
X |
/s/ Mortimer D.A. Sackler, President | 02/28/2005 | |
**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) | These securities are owned solely by Rainbow Gate Corporation. The sole member of Stillwater LLC is the investment manager of Rainbow Gate Corporation, and this report shall not be deemed an admission that Stillwater LLC is the beneficial owner of these securities except to the extent of its pecuniary interest therein. |
(2) | Rainbow Gate Corporation elected to do a cashless exercise of the warrant pursuant to Section 3(c) of such warrant. |
(3) | The Stock Purchase Warrants were acquired on February 28, 2002 as part of a private placement by the Issuer on February 27, 2002. |
(4) | The warrants to purchase Issuer's Common Stock have an exercise price of $0.8110 per share, are exercisable immediately, and have an expiration date of April 25, 2006. |
(5) | The warrants to purchase Issuer's Common Stock have an exercise price of $0.4257 per share and have an expiration date of June 20, 2007, however, they may not be exercised by the Reporting Person so long as the Reporting Person is the beneficial owner, directly or indirectly, of more than ten percent (10%) of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934. |
(6) | The warrants to purchase Issuer's Common Stock have an exercise price of $2.76 per share, are exercisable immediately, and will expire on December 31, 2005. |
(7) | The warrants to purchase Issuer's Common Stock have an exercise price of $2.76 per share, are exercisable immediately, and will expire on June 10, 2008. |
(8) | The warrants to purchase Issuer's Common Stock have an exercise price of $1.21 per share, are exercisable beginning on April 25, 2005 and will expire on April 25, 2010. |