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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 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 | ||||||||
Employee Stock Option (Right to Buy) | $ 0.27 | 12/01/2009 | A | 1,000,000 | (1) | 12/01/2019 | Common Stock | 1,000,000 | $ 0 | 1,000,000 | D | ||||
Employee Stock Option (Right to Buy) | $ 0.27 | 12/01/2009 | A | 112,500 | (2)(3) | (3) | Common Stock | 112,500 | $ 0 | 112,500 | D (2) | ||||
Employee Stock Option (Right to Buy) | $ 0.27 | 12/01/2009 | A | 125,000 | (2)(4) | (4) | Common Stock | 125,000 | $ 0 | 125,000 | D (2) | ||||
Employee Stock Option (Right to Buy) | $ 0.27 | 12/01/2009 | A | 100,000 | (2)(5) | (5) | Common Stock | 100,000 | $ 0 | 100,000 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hirsch David Brian 4654 WESTFORD CIRCLE TAMPA, FL 33618 |
X | President and CEO |
/s/ Mark A. Catchur, as attorney-in-fact for David Brian Hirsch | 12/03/2009 | |
**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) | Such stock option may be exercised as follows: one-third on the first anniversary of the date of grant (12/01/2010), with an additional one-third becoming exercisable on each of the following two anniversaries of the date of grant. Notwithstanding such time vesting, the options shall become immediately vested in full in the event of a change in control of the Company as specified in the stock option agreement between Mr. Hirsch and the Company. |
(2) | The options are included herein, notwithstanding that the exercisability of such option awards is subject to the achievement of certain Company performance targets. |
(3) | The options with respect to up to 112,500 shares of common stock shall become vested and exercisable by Mr. Hirsch upon the first calendar quarter in which the Company reports a Net Profit in a Form 10-Q Report or Form 10-K Report, as the case may be, that is publicly filed with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 as amended (the "Exchange Act"). These options expire and are void unless exercised on or before the earlier to occur of (i) December 1, 2019, or (ii) the time in which the Company ceases being obligated to file quarterly and annual reports with the SEC under the Exchange Act. |
(4) | The options with respect to up to 125,000 shares of common stock shall become vested and exercisable by Mr. Hirsch in tranches, on the last day of any three consecutive month period upon either (i) the shipment or invoicing of of a certain designated amount of units or boxes of consumer products during each of three consecutive months, or (ii) the shipment or invoicing of a designated amount of units or boxes of consumer products during any three consecutive month period. These options expire and are void unless they become vested and exercisable as follows: one-third on September 1, 2010, one-third on December 1, 2010, and one-third on March 1, 2010. To the extent any options become vested and exercisable (that have not expired in accordance with expiration schedule), they shall expire and are void unless exercised on or before December 1, 2019. |
(5) | The options with respect to up to 100,000 shares of common stock shall become vested and exercisable by Mr. Hirsch upon the occurrence of certain designated milestones related to scientific development of the Company technology's. The options expire and are void unless they become vested and exercisable on or before December 31, 2011. To the extent any of these options become vested and exercisable, they shall expire and be void unless exercised on or before December 1, 2019. |