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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 | (4) | (4) | (5) | Common Stock, par value $.01 per share | 16,496 | 20,000 (3) | I | By Aristide Investments, L.P. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WRIGHT WILLIAM F 1431 STRATFORD CT DEL MAR, CA 92014 |
X | X | Chairman |
Andrew C. Plummer, Attorney in fact for William F. Wright | 11/14/2007 | |
**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) | Transfer of shares to Aristide Investments, L.P., a limited partnership in which the Reporting Person and members of his family are the partners and which is controlled by the Reporting Person |
(2) | As a result of the one-for-six reverse stock split of the Issuer's common stock in 2004, the 733,026 shares previously reported for the reporting person were reduced by 610,855 shares. |
(3) | Aristide Investments, L.P. is the direct owner of these securities, and is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of benefical ownership for purpose of Section 16 of the Securities Exchange Act of 1934 or any other purpose. |
(4) | Each share of Series A Convertible Preferred Stock is convertible at any time into a number of shares of the Issuer's common stock determined by dividing $25 by the Conversion Price. The Conversion Price is currently $30.31 per share and is subject to customary anti-dilution adjustments in the event of stock splits, stock dividends and certain other distributions on the common stock. |
(5) | There is no expiration date on the Series A Convertible Preferred Stock |