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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 | ||||||||
| Special Warrants (right to buy) (1) | $ 0 (2) | 12/12/2007 | S | 3,284,000 | 12/02/2007 | (3) | Common Stock | 4,926,000 (4) | $ 0.95 | 0 | I | See Footnotes (5) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BACON LOUIS M C/O MOORE CAPITAL MANAGEMENT, LLC 1251 AVE OF THE AMERICAS NEW YORK, NY 10020 |
X | |||
| /s/ James E. Kaye, Attorney-in-Fact | 12/14/2007 | |
| **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) | Each Special Warrant represents the right to receive upon conversion thereof: (i) one share of the Issuer's common stock, par value $0.01 per share (a "Share"); and (ii) one-half of a common stock purchase warrant, with a whole common stock purchase warrant (a "Warrant") entitling the holder thereof to purchase one Share for a purchase price of $1.10. |
| (2) | The conversion price for the Special Warrants is nil. The exercise price for each Warrant is $1.10. |
| (3) | Each Special Warrant will convert automatically into one Share and one-half of a Warrant and will expire immediately thereafter on the earlier of: (i) the date which is the third business day following the date on which the Shares and Warrants issuable upon the conversion of the Special Warrants are qualified for distribution to the public in relevant provinces of Canada; (ii) the date that is four months and one day following the date on which NRDS becomes a reporting issuer in a jurisdiction of Canada; or (iii) June 5, 2009. Each Warrant will expire on June 6, 2012. |
| (4) | This number assumes: (i) the conversion of all Special Warrants held by the Reporting Person; and (ii) the exercise of all Warrants issued upon the conversion of the Special Warrants by the Reporting Person. |
| (5) | The Special Warrants reported herein are held for the account of an exempted limited partnership organized under the laws of the Commonwealth of the Bahamas for which the Reporting Person serves as discretionary investment manager. |
| (6) | The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |