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 (Right to Buy) | 08/06/2010 | 08/06/2015(1) | Common Stock | 20,952,381 (1) | $ 0.15 | I | By UTA Capital LLC (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
UTA Capital LLC 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE, NJ 07052 |
 |  X |  |  |
YZT Management LLC 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE, NJ 07052 |
 |  X |  |  |
ALLEGHANY CAPITAL Corp 7 TIMES SQUARE TOWER NEW YORK, NY 10036 |
 |  X |  |  |
ALLEGHANY CORP /DE 7 TIMES SQUARE TOWER NEW YORK, NY 10036 |
 |  X |  |  |
TOLEDANO UDI 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE, NJ 07052 |
 |  X |  |  |
/s/ Udi Toledano as Managing Member of YZT Management LLC, as Managing Member of UTA Capital LLC | 09/15/2010 | |
**Signature of Reporting Person | Date | |
/s/ Udi Toledano as Managing Member of YZT Management LLC | 09/15/2010 | |
**Signature of Reporting Person | Date | |
/s/ Peter R. Sismondo as Vice President and Treasurer of Alleghany Capital Corporation | 09/15/2010 | |
**Signature of Reporting Person | Date | |
/s/ Peter R. Sismondo as Vice President of Alleghany Corporation | 09/15/2010 | |
**Signature of Reporting Person | Date | |
/s/ Udi Toledano | 09/15/2010 | |
**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) | UTA Capital LLC was issued a 5 year warrant, exercisable at any time prior to the date that is the later of (i) five years from the date the issuer is current in all of its SEC reporting obligations and (ii) 8/6/2015, to purchase up to 20,952,381 shares of the Issuer's common stock (subject to certain adjustments for dilutive issuances) initially estimated to represent approximately 16% of the Issuer's fully-diluted common stock, under a Note and Warrant Purchase Agreement dated August 6, 2010. |
(2) | This Form 3 is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. The reporting persons disclaim beneficial ownership of these securities except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |