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 |
|
| ||||||||||||||||||||||||||||||
|
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) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Common Stock Warrant (right to buy) | Â (1) | 04/25/2010 | Common Stock | 6,900 (2) (3) | $ 5.5 (2) (4) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
W Capital Partners Ironworks, LP ONE EAST 52ND STREET 5TH FLOOR NEW YORK, NY 10022 |
 |  X |  |  |
WCP I LLC ONE EAST 52ND STREET 5TH FLOOR NEW YORK, NY 10022 |
 |  X |  |  |
/s/ Robert J. Migliorino, Managing Member of WCP I, L.L.C. | 06/28/2005 | |
**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) | Immediately. |
(2) | Calculated based on an assumed exercise price of $5.50 per share. The number of shares issuable upon the exercise of this warrant may be calculated by dividing $37,952 by the exercise price per share. The exercise price will be set at the price per share paid by the investors in the issuer's initial public offering. |
(3) | On June 13, 2005, the reporting person mistakenly filed a Form 3 reporting a warrant for 4,216 shares of common stock. As of June 28, 2005, the reporting person owned a warrant for 6,900 shares. |
(4) | On June 13, 2005, the reporting person mistakenly filed a Form 3 reporting a conversion price of $9.00. As of June 28, 2005, the conversion price is $5.50. |
 Remarks: This report is being amended to change the Date of Event Requiring Statement to June 28, 2005, the effective date of the issuer's Registration Statement on Form S-1 (the "Effective Date"). |