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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 C Convertible Preferred Stock, par value $.01 per shr | $ 2.8871 | 06/14/2006 | S | 2,000 | 09/06/2002 | (1) | Common Stock, par value $.01 per share | 927,361 (2) | (3) | 0 | D (4) (5) | ||||
| Series D Convertible Preferred Stock, par value $.01 per shr | $ 2 | 06/14/2006 | S | 45,000 | 03/12/2004 | (1) | Common Stock, par value $.01 per share | 2,707,340 (2) | (3) | 0 | D (4) (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MDP VENTURES II LLC 1995 BROADWAY NEW YORK,, NY 10023 |
X | |||
| JEFFRIES CHRISTOPHER M 1995 BROADWAY NEW YORK,, NY 10023 |
X | |||
| MILLENNIUM DEVELOPMENT PARNTNERS II LLC 1995 BROADWAY, NEW YORK,, NY 10023 |
X | |||
| /s/ Philip H. Lovett, Vice President and Attorney-in-fact | 06/16/2006 | |
| **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) | N/A |
| (2) | Includes shares of the Issuer's Common Stock, par value $.01 per share, issuable in connection with accrued and unpaid dividends on the derivative securities. |
| (3) | The Issuer purchased (the "Repurchase") (i) 2,000 shares of Series C Convertible Preferred Stock, par value $.01 per share, of the Issuer plus accrued and unpaid dividends thereon and (ii) 45,000 shares of Series D Convertible Preferred Stock, par value $.01 per share, of the Issuer plus accrued and unpaid dividends thereon (collectively, the "Shares") from MDP Ventures II ("Ventures II") pursuant to a Stock Repurchase Agreement, dated as of June 14, 2006, by and between the Issuer and Ventures II. The aggregate purchase price for the Shares was $8,092,067. |
| (4) | Prior to the Repurchase, Ventures II had direct ownership of the Shares, Millennium Development Partners II LLC ("MDP II") had an indirect beneficial interest in the Shares in its capacity as managing member of Ventures II and Christopher M. Jeffries had an indirect beneficial interest in the Shares in his capacity as majority and controlling member of MDP II |
| (5) | The reporting person disclaims beneficial ownership in the securities of the Issuer except to the extent of its pecuniary interest, if any, therein. |