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 | ||||
Warrants to purchase Common Stock | 11/29/2006 | 06/28/2009 | Common Stock | 923,200 | $ 6 | D (4) | Â |
Warrants to purchase Common Stock | 11/29/2006 | 06/28/2009 | Common Stock | 566,800 | $ 6 | D (4) | Â |
Warrants to purchase Common Stock | 11/29/2006 | 06/28/2009 | Common Stock | 923,200 | $ 6 | I (5) (7) | See Footnotes (5) (7) |
Warrants to purchase Common Stock | 11/29/2006 | 06/28/2009 | Common Stock | 566,800 | $ 6 | I (6) (7) | See Footnotes (6) (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BLUE RIDGE LIMITED PARTNERSHIP 660 MADISON AVENUE 20TH FLOOR NEW YORK, NY 10021 |
 |  X |  |  |
Blue Ridge Offshore Master Limited Partnership P.O. BOX 309GT UGLAND HOUSE SOUTH CHURCH STREET, GEORGE TOWN, C I Â |
 |  X |  |  |
BLUE RIDGE CAPITAL HOLDINGS LLC 660 MADISON AVENUE 20TH FLOOR NEW YORK, NY |
 |  X |  |  |
Blue Ridge Capital Offshore Holdings LLC 660 MADISON AVENUE 20TH FLOOR NEW YORK, NY |
 |  X |  |  |
/s/ Richard S Bello, Managing Director | 12/14/2006 | |
**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) | The shares of the Issuer's Common Stock, par value $.001 per share (the "Shares") to which this filing relates are directly owned by Blue Ridge Limited Partnership, a New York limited partnership ("BRLP"), as to 2,988,533 Shares, and by Blue Ridge Offshore Master Limited Partnership, a Cayman Islands exempted limited partnership ("BROMLP"), as to 1,834,800 Shares. The holdings of BRLP and BROMLP and the related transactions are not new and were reported in footnotes (1) and (2) of the Form 3 filed by BRCH and BRCOH (as defined below) on December 11, 2006 (the "Original Form 3"). Such holdings are being reported by BRLP and BROMLP as the direct owners of such securities for clarification purposes and in order to have the securities listed under the owners of record. See footnotes (2) and (3) below. |
(2) | Blue Ridge Capital Holdings LLC, a New York limited liability company ("BRCH") is the general partner of BRLP, and has investment control and the power to direct the affairs of BRLP, including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason, BRCH may be deemed to beneficially own such securities owned by BRLP for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). See also footnote (7) below. BRCH is filing this report under different system access codes. The holding of BRCH and the related transaction is not new or revised and Line 3 of Table I is being reported again in order to gain access to the filing system. |
(3) | Blue Ridge Capital Offshore Holdings LLC, a New York limited liability company ("BRCOH") is the general partner of BROMLP, and has the investment control and the power to direct the affairs of BROMLP including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason, BRCOH may be deemed to beneficially own such securities owned by BROMLP for purposes of Section 16. See also footnote (7) below. BRCOH is filing this report under different system access codes. The holding of BRCOH and the related transaction is not new or revised and Line 4 of Table I is being reported again in order to gain access to the filing system. |
(4) | The warrants to purchase Shares (the "Warrants") to which this filing relates are directly owned by BRLP, as to 923,200 Warrants, and by BROMLP, as to 566,800 Warrants. The holdings of BRLP and BROMLP and the related transactions are not new and were reported in footnotes (4) and (5) of the Original Form 3. Such holdings are being reported by BRLP and BROMLP as the direct owners of such securities for clarification purposes and in order to have the securities listed under the owners of record. See footnotes (5) and (6) below. |
(5) | The Warrants reported herein as indirectly beneficially owned by BRCH are directly owned by BRLP (923,200) (see footnote (4)). BRCH is the general partner of BRLP, and has investment control and the power to direct the affairs of BRLP, including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason, BRCH may be deemed to beneficially own such securities owned by BRLP for purposes of Section 16. See also footnote (7) below. BRCH is filing this report under different system access codes. The holding of BRCH and the related transaction is not new or revised and Line 3 of Table II is being reported again in order to gain access to the filing system. |
(6) | The Warrants reported herein as indirectly beneficially owned by BRCOH are directly owned by BROMLP (566,800 Warrants) (see footnote (4)). BRCOH is the general partner of BROMLP, and has investment control and the power to direct the affairs of BROMLP, including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason BRCOH may be deemed to beneficially own such securities owned by BROMLP for purposes of Section 16. See also footnote (7) below. BRCOH is filing this report under different system access codes. The holding of BRCOH and the related transaction is not new or revised and Line 4 of Table II is being reported again in order to gain access to the filing system. |
(7) | Each of BRCH and BRCOH disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein and this report shall not be deemed an admission that BRCH or BRCOH is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
 Remarks: Exhibit List Exhibit 99 -- Joint Filer Information |