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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EMPIRE CAPITAL PARTNERS LP C/O EMPIRE G P LLC 1 GORHAM ISLAND WESTPORT, CT 06880 |
X |
/s/ Scott A. Fine, Member of Empire GP, L.L.C., general partner of Empire Capital Partners, L.P. | 03/02/2005 | |
**Signature of Reporting Person | Date | |
/s/ Scott A. Fine, Member of Empire GP, L.L.C. | 03/02/2005 | |
**Signature of Reporting Person | Date | |
/s/ Scott A. Fine | 03/02/2005 | |
**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 shares of Common Stock this note relates to are held directly by Empire Capital Partners, L.P. ("Empire Capital"), with respect to the 3,013,149 shares, Empire Capital Partners, Ltd. a Cayman Islands exempted company ("Offshore") as to 2,206,949 shares, Empire Capital Partners II, Ltd., a Cayman Islands exempted company ("Offshore II") as to 330,698 shares, Charter Oak Partners, LP a Delaware Limited Partnership ("Charter Oak") as to 681,590 shares and Charter Oak Partners II ("Charter Oak II") as to 92,380 shares of Common Stock directly owned by it; |
(2) | Empire Capital GP, L.L.C. ("Empire GP"), serves as general partner of Empire Capital. The Empire Capital Management L.L.C. (the "Investment Manager") serves as the Investment Manager and has investment discretion over the securities held by Offhsore, Offshore I and certain accounts held by Charter Oak and Charter Oak II. Mr. Scott Fine and Peter Richards are managing members of Empire GP. |
(3) | Empire Capital, Empire GP, the Investment Manager and Mr. Fine each disclaims any beneficial ownership of any of the Issuer's securities to which this Form 4 relates for the purposes of the Securities Exchange Act of 1934, as amended (the "Act"), except as to such securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to the Act. |