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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 | ||||||||
| Convertible Promissory Note | $ 1 | 06/24/2005 | C | 245,000 (2) | 06/20/2005(3) | (4) | Units of common stock and warrants | 245,000 | $ 175,000 (5) | 0 | D | ||||
| Secured Promissory Notes | $ 2 | 06/24/2005 | C | 125,000 | 06/24/2005(6) | 06/24/2005 | Common Stock | 125,000 | $ 250,000 | 0 | D | ||||
| Warrants (right to buy) (1) | $ 1.5 | 06/24/2005 | C | 245,000 | 06/24/2005 | 06/24/2010 | Common Stock | 245,000 | $ 175,000 (5) | 245,000 | D | ||||
| Warrants (right to buy) (1) | $ 2 | 06/24/2005 | C | 245,000 | 06/24/2005 | 06/24/2010 | Common Stock | 245,000 | $ 175,000 (5) | 245,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CLARK RICHARD W C/O 3003 WEST OLIVE AVENUE BURBANK, CA 91505 |
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| Debra K. Weiner, attorney-in-fact for Richard W. Clark | 06/28/2005 | |
| **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) | The reported securities are included within 245,000 Units acquired upon the automatic conversion of a convertible promissory note. Each Unit consists of one share of Common Stock, one $1.50 Warrant and one $2.00 Warrant. |
| (2) | The convertible promissory note automatically converted into 245,000 Units concurrently with the closing of the issuer's initial public offering. The Unit is described in Footnote 1, above. |
| (3) | Although the term of the Convertible Promissory Note would permit conversion from the date of issuance, the conversion price was not determined until the pricing of the issuer's initial public offering. Accordingly, the convertible promissory note became convertible on June 20, 2005. |
| (4) | In the event the issuer completed its initial public offering by June 30, 2005, the convertible note automatically converted at the closing of the IPO. If the IPO closed after June 30, 2005, the convertible note would have been convertible at the option of the holder and would not expire. |
| (5) | The convertible promissory note has a face amount of principal of $175,000, payable for services rendered. The reporting person and the issuer agreed that in consideration for the reporting person's forebearance on collection on the note, the note would be convertible into $245,000 worth of the issuer's Units at the IPO price ($1.00 per Unit). |
| (6) | Secured promissory notes totaling $500,000 in principal ($250,000 of which is attributable to the reporting person) automatically converted at the closing of the issuer's initial public offering in accordance with the terms of a Conversion Agreement dated April 30, 2005, as amended and restated as of May 31, 2005. If the IPO had not closed, the notes would have reverted to a non-derivative security and would not be convertible either in accordance with the terms of the notes or the agreement. |