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 |
|
| ||||||||||||||||||||||||||||||
|
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) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Cumulative Convertible Preferred Stock | Â (1)(2) | Â (1)(2) | Common Stock | 6,153,846 (1) (2) | $ 6.5 (1) (2) | D | Â |
Warrant to purchase Common Stock | 09/28/2008 | 03/27/2018 | Common Stock | 3,076,923 | $ 7 | D | Â |
Warrant to purchase Common Stock | 03/27/2008 | 09/27/2009 | Common Stock | 100,000 | $ 8 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lyles United, LLC 1210 W. OLIVE STREET FRESNO, CA 92728 |
 |  X |  |  |
/s/ William M. Lyles, IV, Vice President | 04/03/2008 | |
**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) | On March 27, 2008, Lyles United, LLC ("Lyles") acquired 2,051,282 shares of the issuer's Series B Cumulative Convertible Preferred Stock (the "Series B Stock") at a price equal to $19.50 per share. Each share of Series B Stock is convertible at Lyles' option into that number of shares of the issuer's Common Stock equal to: (i) $19.50, divided by (ii) the conversion price in effect at the time of conversion. The conversion price of the Series B Stock is currently fixed at $6.50, but is subject to certain anti-dilution adjustments as set forth in the Certificate of Designations, Powers, Preferences and Rights of the Series B Stock (the "Certificate of Designations"). Using the current conversion price, Lyles' 2,051,282 shares of Series B Stock are convertible into 6,153,846 shares of the issuer's Common Stock. Lyles' right to convert the Series B Stock does not expire. |
(2) | The Series B Stock shall, upon the occurence of certain events, automatically convert into Common Stock pursuant to the terms of the Certificate of Designations. |