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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 | ||||||||
7% Convertible Senior Subordinated Debentures | $ 0 (1) | 03/14/2006 | P | 1,000,000 (2) | 03/14/2006 | 03/01/2011 | Common Stock | 125,000 (3) | $ 1,000,000 | $ 1,000,000 | D | ||||
Class C Preferred Series 2 | $ 0 (4) | 03/14/2006 | P | 200 | 03/14/2006 | (5) | Common Stock | 865.8 | $ 57 | 168,450 | D | ||||
Class C Preferred Series 2 | $ 0 (4) | 03/15/2006 | P | 100 | 03/15/2006 | (5) | Common Stock | 432.9 | $ 58 | 168,550 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JAYHAWK INSTITUTIONAL PARTNERS LP 8201 MISSION ROAD SUITE 110 PRAIRIE VILLAGE, KS 66208 |
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By: Jayhawk Capital Management, L.L.C., Its general partner | 03/16/2006 | |
**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) | The conversion price for the 7% Convertible Senior Subordinated Debentures shall be: (i) for the period beginning March 14, 2006 and ending August 31, 2006, $8.00 per share; (ii) for the period beginning September 1, 2006 and ending February 28, 2007, $7.08 per share; (iii) for the period beginning March 1, 2007 and ending August 31, 2007, $7.09 per share; (iv) for the period beginning September 1, 2007 and ending February 29, 2008, $7.28 per share; (v) for the period beginning March 1, 2008 and ending August 31, 2008, $7.50 per share; (vi) for the period beginning September 1, 2008 and ending February 28, 2009, $7.74 per share; and (vii) for the period beginning March 1, 2009 and ending February 28, 2011, $8.00 per share. |
(2) | On March 14, 2006, Jayhawk Institutional Partners, L.P. purchased 7% Convertible Senior Subordinated Debentures in the principal amount of $1,000,000. |
(3) | The number of shares of Common Stock is equal to the prinicpal amount stated in footnote 2 divided by the conversion price then in effect. |
(4) | Each share of Class C Preferred Series 2 Stock is convertible into 4.329 shares of Common Stock. |
(5) | Does not expire. |