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) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Call Option Equivalent (obligation to sell)
|
01/25/2006 |
07/25/2007 |
Common Stock
|
94,707
|
$
0
|
I
|
By Fund through escrow
(3)
|
* |
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) |
Represents shares held in escrow for the benefit of former stockholders of CCS Consolidated, Inc. whose shares were converted
into shares of the Issuer as a result of a merger between CCS Consolidated, Inc. and the Issuer. The reported number of
shares represents the minimum number of shares issuable to the Reporting Person upon termination of the escrow arrangement
and liquidation of the escrow account. In addition, the Reporting Person holds a warrant which may entitle it to purchase
additional shares currently held in the escrow account, subject to the terms thereof. Because the number of shares
exercisable under the warrant held by the Reporting Person is not fixed, the warrant is not reportable as a derivative
security on this Form 3. To the extent that the warrant becomes exercisable, the Reporting Person will file a Form 4
reflecting the acquisition of a derivative security. |
(2) |
Represents shares held in escrow for the benefit of another stockholder of the Issuer. The number of shares to be released
to the other stockholder is contingent upon the occurrence of certain events as described in a letter agreement between the
Issuer and the other stockholder. The reported number of shares represents the maximum number of shares issuable to the
Reporting Person upon termination of the escrow arrangement and liquidation of the escrow account. These shares are subject
to a call option in favor of the other stockholder as described in footnote (3). |
(3) |
Another stockholder of the Issuer may, contingent upon the occurrence of certain events not in the control of the Reporting
Person or the other stockholder, acquire the entire amount of the stock held in escrow as described in footnote (3),
including the shares reported by the Reporting Person. No additional consideration will be received by the Reporting Person
to the extent the call option on these shares is exercised by the other stockholder. To the extent that the shares held in
escrow may not be distributed to the other stockholder, the Reporting Person will report the partial or full expiration of
the call option on Form 4. |