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 A Convertible Preferred Stock, no par value (2) | Â (3) | Â (4) | Common Stock, no par value | 247,191 (5) | $ 1.78 | D (6) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EVEREST SPECIAL SITUATIONS FUND LP PLATINUM HOUSE 21 HA'ARBAA STREET TEL AVIV 64739Â |
 |  X |  |  |
Maoz Everest Fund Management, Ltd. PLATINUM HOUSE 21 HA'ARBAA STREET TEL AVIV 64739Â |
 |  X |  |  |
By: By: Maoz Everest Fund Management, Ltd., its general partner; By: Elchanan Maoz, its Chairman and Chief Executive Officer | 06/11/2007 | |
**Signature of Reporting Person | Date | |
By: /s/ Elchanan Maoz, its Chairman and Chief Executive Officer | 06/11/2007 | |
**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) | As the general partner of Everest Special Situations Fund, L.P. (Everest), Maoz Everest Fund Management, Ltd. (Maoz Everest) may be deemed to beneficially own the shares held by Everest. Maoz Everest disclaims ownership of such shares except to the extent of its pecuniary interest therein. |
(2) | The shares of preferred stock reported herein were acquired by Everest as part of the initial stage of a private placement transaction that is subject to approval by the Issuer's shareholders. Such shares of preferred stock are entitled to vote together with common stock on a discounted as-converted basis (the discount is equal to the difference between the conversion price and the market price on the date of issuance) on all matters other than the approval of the transactions contemplated by the purchase agreement pursuant to which Everest acquired the preferred stock. |
(3) | Pursuant to the Articles of Amendment to the Issuer's Third Restated Articles of Incorporation, the shares of preferred stock reported in this Form 4 are not convertible without approval from the Issuer's shareholders. |
(4) | The shares of preferred stock have no expiration date. |
(5) | The number of shares of common stock into which the preferred stock is convertible is subject to certain adjustments, including anti-dilution adjustments. |
(6) | See Footnote 1. |