|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 2.22 | 05/29/2008 | A | 30,000 (1) (5) | (6) | 05/29/2018 | Common Stock | 30,000 | $ 0 | 30,000 | I | See Footnote (1) (7) (8) (9) | |||
| Stock Option (Right to Buy) | $ 2.22 | 05/29/2008 | A | 15,000 (2) (6) | (6) | 05/29/2018 | Common Stock | 15,000 | $ 0 | 60,000 | I | See Footnote (2) (7) (8) (9) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Shamrock Activist Value Fund L P 4444 W. LAKESIDE DRIVE BURBANK, CA 91505 |
X | |||
| Shamrock Partners Activist Value Fund, L.L.C. 4444 W. LAKESIDE DRIVE BURBANK, CA 91505 |
X | |||
| Shamrock Activist Value Fund GP, L.L.C. 4444 W. LAKESIDE DRIVE BURBANK, CA 91505 |
X | |||
| GOLD STANLEY P 4444 W. LAKESIDE DRIVE BURBANK, CA 91505 |
X | |||
| Shamrock Activist Value Fund II, L.P. 4444 W. LAKESIDE DRIVE BURBANK, CA 91505 |
X | |||
| Shamrock Activist Value Fund III, L.P. 4444 W. LAKESIDE DRIVE BURBANK, CA 91505 |
X | |||
| /s/ Shamrock Activist Value Fund L P | 06/02/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Shamrock Partners Activist Value Fund, L.L.C. | 06/02/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Shamrock Activist Value Fund GP, L.L.C. | 06/02/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Stanley P. Gold | 06/02/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Shamrock Activist Value Fund II, L.P. | 06/02/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Shamrock Activist Value Fund III, L.P. | 06/02/2008 | |
| **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) | These shares of restricted stock and stock options were granted to Stanley P. Gold ("Mr. Gold"), a non-employee director of the Issuer, pursuant to the 2003 Non-Employee Directors plan. Mr. Gold is a managing member of Shamrock Partners Activist Value Fund, L.L.C. ("Shamrock Partners"), which is the managing member of Shamrock Activist Value Fund GP, L.L.C. (the "General Partner"), which is the general partner of (i) Shamrock Activist Value Fund, L.P. ("SAVF"), (ii) Shamrock Activist Value Fund II, L.P. ("SAVF II") and (iii) Shamrock Activist Value Fund III, L.P. ("SAVF III, and collectively with SAVF, SAVF II, Shamrock Partners and the General Partner (the "Reporting Persons")). |
| (2) | These shares of restricted stock and stock options were granted to Michael J. McConnell ("Mr. McConnell"), a non-employee director of the Issuer, pursuant to the 2003 Non-Employee Directors plan. Mr. McConnell is the Vice President of Shamrock Partners. |
| (3) | The shares of restricted stock vest one-third on each of the anniversaries of the date grant. In the event of Mr. Gold's termination with the Issuer, the Issuer may receive via a forfeiture condition, any or all of the unvested shares of common stock held by him as of the date of termination. These shares of restricted stock were granted to Mr. Gold, a non-employee director of the Issuer, pursuant to the 2003 Non-Employee Directors Plan upon his appointment to the board of directors of the Issuer on May 29, 2008. |
| (4) | 100% of the shares of restricted stock vest on May 29, 2009 or, if earlier, on the date of the next annual meeting of stockholders. In the event of Mr. McConnell's termination with the Issuer, the Issuer may receive via a forfeiture condition, any or all of the unvested shares of common stock held by him as of the date of termination. These shares of restricted stock were granted to Mr. McConnell, a non-employee director of the Issuer, as an annual grant pursuant to the 2003 Non-Employee Directors Plan. |
| (5) | The stock options vest as to one-third of the shares on the first anniversary of the date of grant and the remainder vest in 24 equal monthly tranches over the succeeding 24 months. These stock options were granted to Mr. Gold, a non-employee director of the Issuer, pursuant to the 2003 Non-Employee Directors Plan upon his appointment to the board of directors of the Issuer on May 29, 2008. |
| (6) | 100% of the stock options vest on May 29, 2009 or, if earlier, on the date of the next annual meeting of stockholders. |
| (7) | Mr. Gold and Shamrock Holdings of California, Inc. ("SHOC") are each a Managing Member of Shamrock Partners. SHOC is also a Special Limited Partner of SAVF. Shamrock Holdings, Inc. ("SHI") is the sole stockholder of SHOC. Mr. Gold is the sole trustee of four trusts, which hold an aggregate of approximately more than 50% of SHI common stock. Accordingly, Mr. Gold may be deemed a controlling stockholder of SHI. Mr. Gold is a Director and President of both SHI and SHOC. |
| (8) | Each of the Reporting Persons, Mr. Gold, SHOC and SHI may be deemed to beneficially own the securities granted to Mr. McConnell by virtue of his positions or relationships with such persons or entities. The Reporting Persons, Mr. Gold, SHOC and SHI disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such person is a beneficial owner of any such securities for purposes of Section 16 or for any other purpose. |
| (9) | Each of the Reporting Persons, SHOC and SHI may be deemed to beneficially own the securities granted to Mr. Gold by virtue of his positions or relationships with such persons or entities. The Reporting Persons, SHOC and SHI disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such person is a beneficial owner of any such securities for purposes of Section 16 or for any other purpose. |