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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 to purchase shares of Common Stock | $ 4.05 | 08/28/2008 | S | 99,000 | (3) | 11/15/2011 | Common Stock, no par value per share | 99,000 | $ 0.6 | 0 | I (1) (2) | By The Pinnacle Fund, L.P. | |||
| Warrants to purchase shares of Common Stock | $ 4.25 | 08/28/2008 | S | 99,000 | (3) | 11/15/2011 | Common Stock, no par value per share | 99,000 | $ 0.5 | 0 | I (1) (2) | By The Pinnacle Fund, L.P. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KITT BARRY M C/O THE PINNACLE FUND, L.P. 4965 PRESTON PARK BLVD. SUITE 240 PLANO, TX 75093 |
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| /s/ Barry M. Kitt | 08/29/2008 | |
| **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) | Barry M. Kitt exercises investment discretion and control over the securities of the issuer held by The Pinnacle Fund, L.P., a Texas limited partnership ("Pinnacle"). Mr. Kitt may be deemed to be the beneficial owner of the securities beneficially owned by Pinnacle. Mr. Kitt hereby disclaims beneficial ownership of the securities of the issuer reported herein to the extent of his direct or indirect pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that Mr. Kitt is the beneficial owner of the securities of the issuer reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (2) | This Form 4 is filed on behalf of Pinnacle and Barry M. Kitt. Pinnacle Advisers, L.P. ("Advisers") is the general partner of Pinnacle. Pinnacle Fund Management, LLC ("Management") is the general partner of Advisers. Mr. Kitt is the sole member of Management. |
| (3) | While the warrants reported on Table II of this Form 4 are exercisable immediately, such warrants are subject to an exercise limitation that preclude the holder thereof from utilizing its exercise rights to the extent that it would beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) in excess of 9.99% of the Common Stock, giving effect to such exercise. |