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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 | ||||||||
| Series A Convertible Preferred Stock, no par value | $ 1.78 | 06/05/2007 | P | 44 (1) | (2) | (3) | Common Stock, no par value | 247,191 (4) | $ 10,000 | 44 | I (5) | By Everest Special Situations Fund L.P. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MAOZ ELCHANAN 11200 MURRAY SCHOLLS PLACE BEAVERTON, OR 97007 |
X | X | ||
| By: /s/Elchanan Maoz | 06/11/2007 | |
| **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) | The shares of preferred stock reported herein were acquired by Everest Special Situations Fund, L.P. (Everest) as part of the initial stage of a private placement transaction that is subject to approval by the Issuer's shareholders. Such shares of preferred stock are entitled to vote together with common stock on a discounted as-converted basis (the discount is equal to the difference between the conversion price and the market price on the date of issuance) on all matters other than the approval of the transactions contemplated by the purchase agreement pursuant to which Everest acquired the preferred stock. |
| (2) | Pursuant to the Articles of Amendment to the Issuer's Third Restated Articles of Incorporation, the shares of preferred stock reported in this Form 4 are not convertible without approval from the Issuer's shareholders. |
| (3) | The shares of preferred stock have no expiration date. |
| (4) | The number of shares of common stock into which the preferred stock is convertible is subject to certain adjustments, including anti-dilution adjustments. |
| (5) | As the general partner of Everest, Maoz Everest Fund Management, Ltd. (Maoz Everest) may be deemed to beneficially own the shares held by Everest. As the Chairman and Chief Executive Officer of Maoz Everest, Elchanan Maoz may be deemed to beneficially own the shares held by Everest. Each of Maoz Everest and Mr. Maoz disclaims ownership of such shares except to the extent of its or his pecuniary interest therein. |
| Remarks: The Form 4 is being amended to report that, at the time of filing, Mr. Maoz, by virtue of his position as Chairman and CEO of Maoz Everest, the general partner of Everest, beneficially owned over 10% of the Issuer's shares of Common Stock. | |