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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 | ||||||||
Warrants (1) | $ 0.2 | 12/13/2006 | S | 970,917 | 11/24/2006 | 08/17/2009 | Common Stock | 970,917 | (2) | 0 | I | By Gemini Israel Funds (8) | |||
Warrants (1) | $ 0.22 | 12/13/2006 | S | 970,917 | 11/24/2006 | 08/17/2009 | Common Stock | 970,917 | (2) | 0 | I | By Gemini Israel Funds (8) | |||
Warrants (1) | $ 0.27 | 12/13/2006 | S | 970,917 | 11/24/2006 | 08/17/2009 | Common Stock | 970,917 | (2) | 0 | I | By Gemini Israel Funds (8) | |||
Warrants (1) | $ 0.3 | 12/13/2006 | S | 970,917 | 11/24/2006 | 08/17/2009 | Common Stock | 970,917 | (2) | 0 | I | By Gemini Israel Funds (8) | |||
8% Secured Convertible Debentures (3) | $ 0.09 | 12/13/2006 | P | 576,933 | 12/13/2006 | 12/13/2009 | Common Stock | 576,933 | (3) | 576,933 | I | By Gemini Israel Funds (8) | |||
Warrants (3) | $ 0.1 | 12/13/2006 | P | 288,467 | 12/13/2006 | 12/13/2011 | Common Stock | 288,467 | (3) | 288,467 | I | By Gemini Israel Funds (8) | |||
Warrants (4) | $ 0.1 | 12/13/2006 | P | 3,883,668 | 12/13/2006 | 12/13/2011 | Common Stock | 3,883,668 | (2) | 3,883,668 | I | By Gemini Israel Funds (8) | |||
Warrants (1) | $ 0.2 | 12/13/2006 | S | 8,808 | 11/24/2006 | 08/17/2009 | Common Stock | 8,808 | (2) | 0 | I | By GPI (5) | |||
Warrants (1) | $ 0.22 | 12/13/2006 | S | 8,808 | 11/24/2006 | 08/17/2009 | Common Stock | 8,808 | (2) | 0 | I | By GPI (5) | |||
Warrants (1) | $ 0.27 | 12/13/2006 | S | 8,808 | 11/24/2006 | 08/17/2009 | Common Stock | 8,808 | (2) | 0 | I | By GPI (5) | |||
Warrants (1) | $ 0.3 | 12/13/2006 | S | 8,808 | 11/24/2006 | 08/17/2009 | Common Stock | 8,808 | (2) | 0 | I | By GPI (5) | |||
8% Secured Convertible Debentures (6) | $ 0.09 | 12/13/2006 | P | 5,233 | 12/13/2006 | 12/13/2009 | Common Stock | 5,233 | (6) | 5,233 | I | By GPI (5) | |||
Warrants (6) | $ 0.1 | 12/13/2006 | P | 2,617 | 12/13/2006 | 12/13/2009 | Common Stock | 2,617 | (6) | 2,617 | I | By GPI (5) | |||
Warrants (7) | $ 0.1 | 12/13/2006 | P | 35,232 | 12/13/2006 | 12/13/2009 | Common Stock | 35,232 | (2) | 35,232 | I | By GPI (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gemini Israel Funds Ltd. 9 HAMENOFIM STREET HERZLIYA PITUACH, L3 46725 |
X | |||
GEMINI PARTNERS INVESTORS L.P. 9 HAMENOFIM STREET HERZLIYA PITUACH, L3 46725 |
X | |||
GEMINI CAPITAL ASSOCIATES LIMITED PARTNERSHIP 9 HAMENOFIM STREET HERZLIYA PITUACH, L3 46725 |
X | |||
GEMINI ISRAEL II PARALLEL FUND LP /NY 9 HAMENOFIM STREET HERZLIYA PITUACH, L3 46725 |
X | |||
Advent PGGM Gemini Limited Partnership 9 HAMENOFIM STREET HERZLIYA PITUACH, L3 46725 |
X | |||
Gemini Israel II Limited Partnership 9 HAMENOFIM STREET HERZLIYA PITUACH, L3 46725 |
X |
By: /s/ Yossi Sela | 12/25/2006 | |
**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) | In connection with the issuance of the 8% Secured Convertible Debentures reported under this Form 4 (see footnote 3 below), the exercise price of these warrants was reduced (from prices ranging from $020 to $0.30 per share) to $0.10 per share and the expiration date of these securities was extended from 8/17/2009 to 12/13/2011, for no additional consideration. Consequently, these warrants may be deemed disposed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended and these warrants (as amended) are reported in this Form 4 as acquired as set forth in the line items that conespond to footnote 5 of Table I.I. |
(2) | Not applicable. |
(3) | Gemini Israel Funds acquired the 8% Secured Convertible Debentures, which mature on 12/13/2009, in consideration for $51,924, in the aggregate, which reflects a $51,924 face amount for the Debentures (or approximately $0.09 per share), The 8% Secured Convertible Debentures are convertible into shares of common stock by dividing the principal amount and interest accrued thereon by the conversion price. Consequently, the figure above (576,933 shares) may generally increase until the full repayment of the debentures. As part of the transaction, the Issuer issued the warrants for no additional consideration. |
(4) | As described in footnote 1 above, these warrants may be deemed acquired due to the change of their terms as part of the transaction described in footnote 3 above. |
(5) | Gemini Partners Investors LP("GPI") is a partnership. The securities are held directly by GPI. |
(6) | GPI acquired the 8% Secured Convertible Debentures, which mature on 12/13/2009, in consideration for $471 in the aggregate, which reflects a $471 face amount for the Debentures (or approximately $0.09 per share). The 8% Secured Convertible Debentures are convertible into shares of common stock by dividing the principal amount and interest accrued thereon by the conversion price. Consequently, the figure above (5,233 shares) may generally increase until the full repayment of the debentures. As part of the transaction, the Issuer issued the warrants for no additional consideration. |
(7) | As described in footnote 1 above, these warrants may be deemed acquired due to the change of their tern= as part of the transaction described in footnote 6 above. |
(8) | Gemini Israel Funds Ltd. ("Gemini Israel Funds ") is the general partner of Gemini Capital Associates LP which is the general paftner of Gemini Israel II Parallel Fund LP and Advent PGGM Gemini LP. Gemini Israel Funds Ltd. ("Gemini Israel Funds ") is the general partner of Gemini Israel fl LP. The securities are held directly by each one of the funds. |