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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 | ||||||||
12% Senior Secured Convertible Notes | $ 0.25 (3) (4) | 10/15/2004 | J | 0 (4) | 12/17/2003 | 12/17/2008(5) | Common Stock | 4,000,000 (4) (6) | (1) | $ 1,000,000 | D | ||||
Stock Purchase Warrants (right to buy) | $ 0.25 (3) (4) | 10/15/2004 | J | 0 (4) | 12/17/2003 | 12/16/2008(5) | Common Stock | 4,000,000 (4) | (1) | 4,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SKYEPHARMA PLC 105 PICADILLY LONDON W1J 7NJ, X0 |
X |
/s/ Donald Nicholson, on behalf of SkyePharma PLC | 11/18/2004 | |
**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 Issuer agreed with a majority of the holders of the Notes that effective October 15, 2004: (i) the conversion price of the 12% Senior Secured Convertible Notes and the exercise price of the Warrants would each be adjusted to $0.25, as described in footnote (4) below; (ii) interest on the Notes would be payable in Common Stock of the Issuer, as described in footnote (6) below; and (iii) penalties payable under a Registration Rights Agreement, dated as of December 15, 2003, relating to the Common Stock underlying the Notes and Warrants, would concurrently be paid in shares of Common Stock of the Issuer rather than in cash, based on the trading price of the Common Stock in the trading days preceding October 15, 2004. As a result of (iii), 307,493 shares of Common Stock were issued to SkyePharma by the Issuer. SkyePharma consented to this transaction on November 16, 2004. |
(2) | Includes 41,153 shares of Common Stock paid at the Issuer's election as interest in accordance with the terms of the Notes at the June 2004 interest payment date. |
(3) | Subject to adjustment in certain events. |
(4) | The Issuer and a majority of the holders of the Notes agreed to adjust effective October 15, 2004 the conversion price of the Notes from $0.95 to $0.25, resulting in an increase in the number of shares issuable upon conversion of $1,000,000 aggregate principal amount of the Notes from 1,052,632 shares to 4,000,000 shares of Common Stock, and the exercise price of the Warrants was adjusted from $0.95 to $0.25 and the number of shares issuable upon exercise of 1,000,000 Warrants was increased from 1,052,632 shares of Common Stock to 4,000,000 shares of Common Stock. As a result of standard anti-dilution adjustments in June and July 2004, the exercise price of the Warrants and the conversion price of the Notes had previously been reset to $0.95 from $1.00. |
(5) | Subject to redemption after December 17, 2004 if the closing price per share of the Common Stock of the Issuer is at least $3.00 for 10 consecutive trading days. |
(6) | All of the interest on the Notes commencing with the interest payment due in December 2004 is payable at the Issuer's sole option in Common Stock of the Issuer. |