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 |
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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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Preferred Stock (1) | 08/23/2007 | Â (4) | Common Stock, $.01 par value | 4,795,666 | $ (4) | I | By MLF Offshore Portfolio Company, L.P. (2) |
Convertible Preferred Stock (1) | 08/23/2007 | Â (4) | Common Stock, $.01 par value | 204,333 | $ (4) | I | By MLF Partners 100, L.P. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MLF INVESTMENTS LLC 455 N. INDIAN ROCKS RD. SUITE B BELLEAIR BLUFFS, FL 33770 |
 |  X |  |  |
FESHBACH MATTHEW L 455 N. INDIAN ROCKS RD. SUITE B BELLEAIR BLUFFS, FL 33770 |
 |  X |  |  |
MLF OFFSHORE PORTFOLIO CO LP C/O TRIDENT TRUST COMPANY (CAYMAN) LTD. ONE CAPITAL PLACE PO BOX 847Â |
 |  X |  |  |
MLF PARTNERS 100 LP 455 N. INDIAN ROCKS ROAD SUITE B BELLEAIR BLUFFS, FL 33770 |
 |  X |  |  |
MLF CAYMAN GP LTD C/O TRIDENT TRUST COMPANY (CAYMAN) LTD. ONE CAPITAL PLACE PO BOX 847Â |
 |  X |  |  |
MLF CAPITAL MANAGEMENT LP 455 N. INDIAN ROCKS RD. SUITE B BELLEAIR BLUFFS, FL 33770 |
 |  X |  |  |
MLF Holdings LLC 455 N. INDIAN ROCKS RD. SUITE B BELLEAIR BLUFFS, FL 33770 |
 |  X |  |  |
By: MLF Investments, LLC; By: /s/ Matthew L. Feshbach, Managing Member | 09/04/2007 | |
**Signature of Reporting Person | Date | |
/s/ Feshbach, Matthew L. | 09/04/2007 | |
**Signature of Reporting Person | Date | |
By: MLF Offshoare Portfolio Company, L.P.; By: MLF Cayman GP, Ltd., its general partner, By: MLF Capital Management, L.P., its sole shareholder, By: MLF Holdings, its general partner, By: /s/ Matthew Feshbach, its Managing Member | 09/04/2007 | |
**Signature of Reporting Person | Date | |
By: MLF Partners 100, L.P.; By: MLF Capital Management L.P., its general partner; By: MLF Holdings LLC, its general partner; By: /s/ Matthew L. Feshbach, its managing member | 09/04/2007 | |
**Signature of Reporting Person | Date | |
By: MLF Cayman GP, Ltd;. By: MLF Capital Management, L.P., its sole shareholder; By: MLF Holdings, LLC, its General Partner; By: /s/ Matthew Feshbach, its Managing Member | 09/04/2007 | |
**Signature of Reporting Person | Date | |
By: MLF Capital Management, L.P.; By MLF Holdings LLC, its general partner, By: /s/ Matthew L. Feshbach, its Managing Member | 09/04/2007 | |
**Signature of Reporting Person | Date | |
By: MLF Holdings LLC; By: /s/ Matthew L. Feshbach, its managing member | 09/04/2007 | |
**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) | This Form 3 is jointly filed by MLF Investments, LLC ("MLFI"), Matthew L. Feshbach, MLF Partners 100, L.P., ("MLF 100"), MLF Offshore Portfolio Company, L.P. ("MLF Offshore"), MLF Cayman GP, Ltd. ("MLF Cayman"), MLF Capital Management L.P. ("MLF Capital") and MLF Holdings, LLC ("MLF Holdings") (collectively, the "Reporting Persons"). MLF Cayman is the general partner of MLF Offshore. MLF Capital is the sole shareholder of MLF Cayman and the general partner of MLF 100. MLF Holdings is the general partner of MLF Capital. MLFI is the investment advisor of MLF 100 and MLF Offshore. Mr. Fesbach is the managing member of each of MLF Holdings and MLFI. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(2) | Shares owned directly by MLF Offshore. MLF Cayman, as the general partner of MLF Offshore, may be deemed to beneficially own the shares owned by MLF Offshore. MLF Capital, as the sole shareholder of MLF Cayman, may be deemed to beneficially own the shares owned by MLF Offshore. MLF Holdings, as the general partner of MLF Capital may be deemed to beneficially own the shares owned by MLF Offshore. MLFI, as the investment advisor of MLF Offshore, may be deemed to beneficially own the shares owned by MLF Offshore. Mr. Feshbach, as the managing member of MLF Holdings and MLFI, may be deemed to beneficially own the shares owned by MLF Offshore. Each of Mr. Feschbach, MLFI, MLF Holdings, MLF Capital and MLF Cayman disclaims beneficial ownership of the shares owned by MLF Offshore except to the extent of his or its pecuniary interest therein. |
(3) | Shares owned directly by MLF 100. MLF Capital, as the general partner of MLF 100, may be deemed to beneficially own the shares owned by MLF 100. MLF Holdings, as the general partner of MLF Capital may be deemed to beneficially own the shares owned by MLF 100. MLFI, as the investment advisor of MLF 100, may be deemed to beneficially own the shares owned by MLF 100. Mr. Feshbach, as the managing member of MLF Holdings and MLFI, may be deemed to beneficially own the shares owned by MLF 100. Each of Mr. Feschbach, MLFI, MLF Holdings and MLF Capital disclaims beneficial ownership of the shares owned by MLF 100 except to the extent of his or its pecuniary interest therein. |
(4) | The shares of Convertible Preferred Stock reported herein were received as a result of stockholder approval for the conversion of the 12% senior convertible notes into 75,000 shares of the Issuer's Convertible Preferred Stock (the "Conversion Event"). MLF Offshore and MLF Partners 100 were issued 14,387 and 613 shares of Convertible Preferred Stock, respectively, upon the Conversion Event. The shares of Convertible Preferred Stock issued to MLF Offshore and MLF Partners 100 are immediately convertible into Common Stock at a rate of conversion of 333 and 1/3 shares of Common Stock for each share of Convertible Preferred Stock. |