|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
CONVERTIBLE SECURED PROMISSORY NOTES | $ 9.1779 | 11/07/2005 | C | $ 2,208,007.87 (1) | (2) | 11/01/2007 | SERIES A CONVERTIBLE PREFERRED STOCK (3) | 240,578 | $ 2,208,007.87 | 0 | I | By subsidiary (4) | |||
PREFERRED STOCK WARRANT | $ 0.01 | 11/07/2005 | C | 965,674 | 12/31/2002 | 12/31/2007 | SERIES A CONVERTIBLE PREFERRED STOCK | 965,674 | $ 9,656.74 | 0 | I | By subsidiary (4) | |||
SERIES A CONVERTIBLE PREFERRED STOCK | (5) | 11/07/2005 | C | 1,206,252 | 11/07/2005 | (6) | COMMON STOCK | 1,206,252 | (6) | 3,074,919 (7) | I | By subsidiary (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STT COMMUNICATIONS LTD 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
i-STT INVESTMENTS PTE. LTD. 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
TEMASEK HOLDINGS (PRIVATE) LTD 60B ORCHARD ROAD, THE ATRIUM@ORCHARD #06-18 TOWER 2 SINGAPORE, U0 238891 |
X |
/s/ Pek Siok Lan, Company Secretary, STT COMMUNICATIONS LTD | 11/09/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pek Siok Lan, Director, i-STT INVESTMENTS PTE. LTD. | 11/09/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pek Siok Lan, Company Secretary, SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD | 11/09/2005 | |
**Signature of Reporting Person | Date | |
/s/ Chia Yue Joo, Managing Director, Legal & Regulations, TEMASEK HOLDINGS (PRIVATE) LIMITED | 11/09/2005 | |
**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) | This is the face amount of the Convertible Secured Promissory Notes (the "Notes") expressed in U.S. dollars. The total also reflects $144,056.96 and $5,994.37 in PIK notes acquired by i-STT Investments Pte. Ltd. on November 1, 2005 and November 7, 2005, respectively. Such acquisitions were exempt pursuant to Rule 16a-9 and 16b-6. |
(2) | $5,994.37 exercisable on November 7, 2005, $144,056.96 exercisable on November 1, 2005, $134,632.53 exercisable on May 1, 2005 and $1,923,324.01 exercisable on January 11, 2005. |
(3) | Pursuant to the terms of the Securities Purchase Agreement under which the Notes were acquired by the Reporting Persons (the "Purchase Agreement"), the Notes may also be converted into Series A Convertible Preferred Stock of the Issuer upon the fulfillment of certain conditions set forth in the Purchase Agreement. Upon the fulfillment of these conditions, the securities underlying the Notes may be either Series A-1 Convertible Preferred Stock or Series A Convertible Preferred Stock. |
(4) | STT Communications Ltd, a wholly-owned subsidiary of Singapore Technologies Telemedia Pte Ltd, a wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"), has an indirect interest in the securities reported herein by virtue of its ownership interests in i-STT Investments Pte. Ltd., which is the record holder of the securities of the Issuer reported herein. Temasek disclaims beneficial ownership of such securities except to the extent of its pecuniary interest herein. |
(5) | The Series A Convertible Preferred Stock is convertible into Common Stock of the Issuer on a 1-for-1 basis. |
(6) | Not applicable. |
(7) | The total also reflects 1,868,667 shares of the Series A Convertible Preferred Stock owned by i-STT Investments Pte. Ltd. and reported on a Form 4 dated January 3, 2003. |