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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 | ||||||||
| Performance Units (3) | $ 0 | (3) | (3) | Common Stock | 1,000 (3) | 1,000 (3) | D | ||||||||
| Options to Purchase Common Stock | $ 4.74 | (4) | 03/19/2018 | Common Stock | 115,000 | 115,000 | D | ||||||||
| Options to Purchase Common Stock | $ 15.76 | (5) | 03/15/2016 | Common Stock | 45,000 | 45,000 | D | ||||||||
| Options to Purchase Common Stock | $ 3.23 | (6) | 05/14/2014 | Common Stock | 486,453 | 486,453 | D | ||||||||
| Options to Purchase Common Stock | $ 0.11 | (6) | 11/27/2012 | Common Stock | 771,015 | 771,015 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Crystal Richard P 450 W. 33RD ST. 5TH FLOOR NEW YORK, NY 10001 |
X | Chairman and CEO | ||
| /s/ Richard P. Crystal | 08/27/2009 | |
| **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) | On November 19, 2008, the Reporting Person was granted 121,961 shares of restricted stock, subject to performance vesting requirements based on the operating income level achieved by the Company for the first two fiscal quarters of fiscal year 2009 ("Spring 2009"). As a result of the operating loss reported by the Company for Spring 2009, all 121,961 shares of restricted stock were forfeited. |
| (2) | Includes 673,389 shares of common stock and 15,000 shares of restricted stock which will be earned pursuant to a schedule ending on August 16, 2010 depending on company performance and continued employment through August 16, 2010, at which time such shares shall vest. If certain company performance objectives are met throughout the 4-year period, the restricted stock will be earned as follows: 1,875 on February 3, 2007; 3,750 on February 2, 2008; 3,750 on January 31, 2009; 3,750 on January 30, 2010; and 1,875 on August 16, 2010. If on August 16, 2010, the company's cumulative 4-year performance meets the cumulative 4-year performance objectives, then any unearned shares will vest. |
| (3) | On January 28, 2009, the Reporting Person was granted a performance unit award subject to performance vesting requirements and continued employment with the Company through February 11, 2011. In order to meet the performance vesting requirement, the average closing stock price of the Company's common stock for the 30 trading days prior to February 11, 2011 (the "Average Closing Stock Price") shall be equal to or greater than $11.00 per share. If the performance units become vested on February 11, 2011, the Reporting Person will receive the number of shares of common stock equal to (i) $3,000,000 divided by the Average Closing Stock Price if such Average Closing Stock Price is equal or greater to $11.00 per share but less than $20.00 per share or (ii) $5,000,000 divided by the Average Closing Stock Price if the Average Closing Stock Price is greater or equal to $20.00 per share. The maximum number of shares the Reporting Person can receive is limited to 272,727 shares. |
| (4) | The options become exercisable in four annual installments on the following dates: 28,750 shares on March 19, 2009; 28,750 shares on March 19, 2010; 28,750 shares on March 19, 2011; and 28,750 shares on March 19, 2012. |
| (5) | The options become exercisable in five annual installments on the following dates: 6,750 shares on March 15, 2007; 6,750 shares on March 15, 2008; 9,000 shares on March 15, 2009; 11,250 shares on March 15, 2010; and 11,250 shares on March 15, 2011. |
| (6) | The options to purchase common stock are currently exercisable. |
| Remarks: Except as outlined above, the filing of this Form shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |