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 | ||||
Special Warrants | 12/03/2007 | Â (2) | Common Stock | 3,449,250 | $ (2) | I | By: Wexford Spectrum Trading Limited (1) |
Special Warrants | 12/03/2007 | Â (2) | Common Stock | 1,478,250 | $ (2) | I | By: Wexford Catalyst Trading Limited (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WEXFORD CAPITAL LLC 411 WEST PUTNAM AVENUE SUITE 125 GREENWICH, CT 06830 |
 |  X |  |  |
DAVIDSON CHARLES E C/O WEXFORD CAPITAL LLC 411 WEST PUTNAM AVENUE GREENWICH, CT 06830 |
 |  X |  |  |
JACOBS JOSEPH X1Â |
 |  X |  |  |
Artthur H. Amron, Partner and Secretary of Wexford Capital LLC | 10/15/2007 | |
**Signature of Reporting Person | Date | |
Charles E. Davidson | 10/15/2007 | |
**Signature of Reporting Person | Date | |
Joseph Jacobs | 10/15/2007 | |
**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) | Wexford Capital LLC (?Wexford?), as manager, investment manager or sub advisor of Wexford Spectrum Trading Limited (?WST?), Wexford Catalyst Trading Limited (?WCT?) and Wexford Catalyst Investors LLC (?WCI?), may be deemed to beneficially own the securities. Charles E. Davidson (?Davidson?) and Joseph M. Jacobs (?Jacobs?) are the managing members of Wexford. Davidson and Jacobs may also be deemed to beneficially own the securities. Wexford, Davidson and Jacobs each disclaims beneficial ownership of the securities reported hereby and this report shall not be deemed as an admission that they are the beneficial owners of such securities except in the case of Davidson and Jacobs to the extent of their interests in each of WST, WCT and WCI. |
(2) | WST and WCT acquired an aggregate of 3,285,000 Special Warrant Shares from the issuer in a private placement offering that closed on June 5, 2007 (the ?Offering?). Each Special Warrant Share entitles the holder thereof to receive, without the payment of additional consideration, upon the exercise thereof, one share of common stock and one-half of one Warrant, each Warrant being exercisable to acquire one share of common stock at an exercise price of $1.10 per share for a period of 60 months from the closing of the Offering. Each holder of a Special Warrant Share that has not expired by its terms may elect to convert its Special Warrant Shares into the underlying shares of common stock and Warrants at any time after 5:00 p.m. (Vancouver time) on December 3, 2007. |