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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 | ||||||||
| Exchange- able Secured Loan (1) | $ 3.78 | 05/16/2006 | D | $ 3,036,203 | 01/30/2006 | 09/26/2012 | Common Stock | 803,228 | (1) | $ 3,036,203 | I | See footnote (2) | |||
| Exchange-able Secured Loan (1) | $ 3.78 | 05/16/2006 | D | $ 415,208 | 01/30/2006 | 09/26/2012 | Common Stock | 109,843 | (1) | $ 415,208 | I | See footnote (3) | |||
| Exchange- able Secured Loan (1) | $ 3.78 | 05/16/2006 | D | $ 3,303,638 | 01/30/2006 | 09/26/2012 | Common Stock | 873,978 | (1) | $ 3,303,638 | I | See footnote (4) | |||
| Exchange-able Secured Loan (1) | $ 3.78 | 05/16/2006 | D | $ 8,322,868 | 01/30/2006 | 09/26/2012 | Common Stock | 2,201,817 | (1) | $ 8,322,868 | I | See footnote (5) | |||
| Convertible Note (1) | $ 3.78 | 05/16/2006 | C | $ 3,062,968 | 05/16/2006 | 09/26/2012 | Common Stock | 810,309 | (1) | $ 3,062,968 | I | See footnote (2) | |||
| Convertible Note (1) | $ 3.78 | 05/16/2006 | C | $ 418,868 | 05/16/2006 | 09/26/2012 | Common Stock | 110,812 | (1) | $ 418,868 | I | See footnote (3) | |||
| Convertible Note (1) | $ 3.78 | 05/16/2006 | C | $ 3,332,761 | 05/16/2006 | 09/26/2012 | Common Stock | 881,683 | (1) | $ 3,332,761 | I | See footnote (4) | |||
| Convertible Note (1) | $ 3.78 | 05/16/2006 | C | $ 8,396,237 | 05/16/2006 | 09/26/2012 | Common Stock | 2,221,227 | (1) | $ 8,396,237 | I | See footnote (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019 |
X | X | ||
| MHR ADVISORS LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK,, NY 10019 |
X | |||
| MHR Capital Partners Master Account LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK,, NY 10019 |
X | |||
| MHR Institutional Advisors II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK,, NY 10019 |
X | |||
| MHR FUND MANAGEMENT LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK,, NY 10019 |
X | |||
| Mark H. Rachesky, MD | 05/18/2006 | |
| **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) | Commencing on January 30, 2006, the Reporting Persons became entitled to exchange a secured loan made to the Issuer into convertible notes of the Issuer on a dollar-for-dollar basis. This Form 4 is being filed to report the exchange of the secured loan for such convertible notes, which are convertible into shares of the Issuer's common stock. Due to the conversion provision with respect to the secured loan, accrued and unpaid interest on the secured loan was converted into additional principal on the Convertible Note. Accordingly, additional shares of the Issuer's common stock are issuable upon the conversion of the convertible notes into shares of the Issuer's common stock. |
| (2) | These securities are, or were, as applicable, held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liabillity company ("Advisors"), is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Master Account. MHR Fund Management LLC ("Fund Management") is a Delaware limited liability company that has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Securities and, accordingly, Fund Management may be deemed to beneficially own the Securities held for the account of Master Account. |
| (3) | These securities are, or were, as applicable, held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Capital Partners (100). Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Securities and, accordingly, Fund Management may be deemed to beneficially own the Securities held for the account of Capital Partners (100). |
| (4) | These securities are, or were, as applicable, held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Securities and, accordingly, Fund Management may be deemed to beneficially own the Securities held for the account of Institutional Partners II. |
| (5) | These securities are, or were, as applicable, held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners IIA. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Securities and, accordingly, Fund Management may be deemed to beneficially own the Securities held for the account fo Institutional Partnes IIA. |
| Remarks: Remarks: The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any securities not held directly for his or its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Exhibit List: Exhibit 99- Joint Filer Information | |