The following constitutes Amendment No. 1 to the Schedule 13D (“Amendment No. 1”) filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
(a) The percentages reported herein are calculated based on the sum of (i) 90,907,557 shares of Common Stock, $0.0001 par value per share, outstanding as of November 12, 2009, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 20, 2009, plus (ii) the 13,601,491 shares of common stock to be issued to each of Abuelo and Epitihia pursuant to Sections 3.2(e)(iii) and 3.2(g) of those certain Share Purchase Agreements, each dated January 14, 2004, as amended, by and between both, the Issuer and Abuelo and the Issuer and Epitihia.
As of the close of business on April 7, 2010, Abuelo beneficially owned 13,601,491 Shares, representing approximately 13.0% of the Shares outstanding.
As of the close of business on April 7, 2010, Epitihia beneficially owned 13,601,491 Shares, representing approximately 13.0% of the Shares outstanding.
As the trustee of both Abuelo and Epitihia, J&T may be deemed to beneficially own the 27,202,982 Shares beneficially owned in the aggregate by Abuelo and Epitihia, representing approximately 23.0% of the Shares outstanding.
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that it does not directly own.
(b) Each of Abuelo and Epitihia shares with J&T voting and dispositive power over the Shares each such entity beneficially owns.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market, unless otherwise noted.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 8, 2010 | ABUELO TRUST |
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| By: | J&T Bank and Trust, Inc., its trustee |
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| By: | /s/ Lisa Cumberbatch and Deborah Simmons |
| | Lisa Cumberbatch and Deborah Simmons, |
| | Authorized Signatories |
| EPITIHIA TRUST |
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| By: | J&T Bank and Trust, Inc., its trustee |
| |
| By: | /s/ Lisa Cumberbatch and Deborah Simmons |
| | Lisa Cumberbatch and Deborah Simmons, |
| | Authorized Signatories |
| J&T BANK AND TRUST, INC. |
| |
| By: | /s/ Lisa Cumberbatch and Deborah Simmons |
| | Lisa Cumberbatch and Deborah Simmons, |
| | Authorized Signatories |
SCHEDULE A
Transactions in the Shares During the Past 60 Days
Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
ABUELO TRUST
1,021,900 | * | N/A | 02/02/2010 |
1,124,090 | ** | N/A | 03/02/2010 |
1,236,499 | *** | N/A | 04/02/2010 |
EPITIHIA TRUST
1,021,900 | # | N/A | 02/02/2010 |
1,124,090 | | N/A | 03/02/2010 |
1,236,499 | ### | N/A | 04/02/2010 |
J&T BANK AND TRUST, INC.
NONE
* Shares due by March 1, 2010, to be issued by the Issuer pursuant to Sections 3.2(e)(iii) and 3.2(g) of the Abuelo Agreement. ** Shares due by April 1, 2010, to be issued by the Issuer pursuant to Sections 3.2(e)(iii) and 3.2(g) of the Abuelo Agreement. *** Shares due by May 1, 2010, to be issued by the Issuer pursuant to Sections 3.2(e)(iii) and 3.2(g) of the Abuelo Agreement. # Shares due by March 1, 2010, to be issued by the Issuer pursuant to Sections 3.2(e)(iii) and 3.2(g) of the Epitihia Agreement. ## Shares due by April 1, 2010, to be issued by the Issuer pursuant to Sections 3.2(e)(iii) and 3.2(g) of the Epitihia Agreement. ### Shares due by May 1, 2010, to be issued by the Issuer pursuant to Sections 3.2(e)(iii) and 3.2(g) of the Epitihia Agreement.