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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 | ||||||||
| Call Options (obligations to sell) | $ 12,000,000 | 03/31/2012 | E | 1 | 01/06/2011 | 03/31/2012 | Common Stock | (4) | $ 0 | 0 | I (1) | By Vicis Capital Master Fund | |||
| Series E Convertible Preferred Stock | $ 0 | 03/30/2012 | J | 1,000,000 | (2) | (3) | Common Stock | 1,000,000 | (5) (6) | 0 | I (1) | By Vicis Capital Master Fund | |||
| Series C Convertible Preferred Stock | $ 0 | 03/30/2012 | J | 22,463 | (2) | (3) | Common Stock | 2,246,300 | (5) (6) | 0 | I (1) | By Vicis Capital Master Fund | |||
| Call Options (obligations to sell) | (5) (6) | 03/30/2012 | J | 1 (5) | (2) | 06/01/2013 | Common Stock | 12,310,458 | (5) (6) | 1 (5) (6) | I (1) | By Vicis Capital Master Fund | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Vicis Capital, LLC 445 PARK AVENUE, SUITE 1901 NEW YORK, NY 10022 |
X | |||
| Vicis Capital Master Fund 445 PARK AVENUE, SUITE 1901 NEW YORK, NY 10022 |
X | |||
| /s/ Andrew Comito, Compliance Officer, Vicis Capital, LLC | 04/03/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund | 04/03/2012 | |
| **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) | Represents the indirect holdings of Vicis Capital, LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital, LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital, LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares. |
| (2) | Immediately. |
| (3) | None. |
| (4) | On January 6, 2011, Vicis Capital Master Fund entered into a Securities Option and Right of First Refusal Agreement (the "Option Agreement") with a private party (the "Optionee"). Pursuant to the Option Agreement, the Fund granted the Optionee an option to purchase from the Fund all, but not less than all, of the following: (i) 13,406,749 shares of the Issuer's Common Stock; (ii) 22,463 shares of the Issuer's Series C Convertible Preferred Stock; and (iii) 1,000,000 shares of the Issuer's Series E Convertible Preferred Stock (the "Securities"). On March 31, 2012, the Option Agreement expired pursuant to its terms prior to being exercised by the Optionee. Pursuant to Rule 16(b)-6(d) under the Securities Exchange Act of 1934, as amended, the expiration of the Option qualifies for exemption from Section 16(b). |
| (5) | On March 30, 2012, Vicis Capital Master Fund entered into a Common Stock Redemption Agreement and a Securities Redemption and Purchase Agreement (collectively, the "Redemption Agreements") with the Issuer. Pursuant to the Redemption Agreements, the Issuer redeemed from the Fund the following: (i) 22,463 shares of the Issuer's Series C Preferred Stock; (ii) 1,000,000 shares of the Issuer's Series E Preferred Stock; and (iii) 1,096,291 shares of the Issuer's Common Stock (collectively, the "Securities"), and the Fund granted the Issuer an option to purchase from the Fund its remaining shares of the Issuer's Common Stock (the "Option"). In consideration for the Securities and the grant of the Option, the Issuer paid the Fund $3,199,940. |
| (6) | Upon the Issuer's exercise of the option, the Issuer shall pay the Fund an aggregate exercise price of (i) $5,300,000 if the Option is exercised before June 1, 2012; (ii) $6,300,000 if the Option is exercised between June 2, 2012 and August 1, 2012; (iii) $6,800,000 if the Option is exercised between August 2, 2012 and December 1, 2012; or (iv) $7,300,000 if the Option is exercised between December 2, 2012 and June 1, 2013. |