UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Preferred Stock | Â (1) | Â (2) | Common Stock | 2,808,569 | $ (1) | D | Â |
Warrants | Â (3) | 05/10/2013 | Common Stock | 926,966 | $ 2.05 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DAIMLERCHRYSLER CORP MASTER RETIREMENT TRUST C/O STATE STREET CORPORATION 225 LIBERTY STREET, 24TH FLOOR NEW YORK, NY 10281 |
 |  X |  |  |
Steve W. Sovany, VP, State Street Bank and Trust Company, directed trustee | 05/22/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Each share of Series C Preferred Stock (the "Series C Stock") is currently convertible at the option of the holder into approximately 19.66 shares of Common Stock. |
(2) | Each share of Series C Stock shall automatically be converted into shares of Common Stock upon the approval of (i) holders of at leat 70% of the outstanding Series C Preferred Stock or (ii) immediately prior to the closing of a underwritten public offering of Issuer's Common Stock at a price of at least $5.65 per share (subject to adjustment in the event of any stock split, recapitalization, reclassification or similar event) and that results in gross proceeds of at least $50 million. |
(3) | Warrants are currently exercisable at the option of the holder. |