Item 4. Purpose of Transaction.
The information contained the first paragraph in Item 4 of the Schedule 13D is hereby amended to read in its entirety as follows:
The Reporting Persons have formed a “group” within the meaning of Section 13d(3) of the Securities Exchange Act of 1934, may be deemed to beneficially own an aggregate of 8,861,178 shares of Common Stock (including warrants to purchase 3,751,250 shares of Common Stock and options to purchase 31,250 shares of Common Stock), constituting approximately 16.4% of the shares of Common Stock outstanding, and are considering engaging in discussions with the Board of Directors (the “Board”) and management of the Issuer and/or taking other actions to influence the corporate governance of the Issuer as described below.
Item 5. Interest in Securities of the Issuer.
The information contained in Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
As of the date of this statement, Mr. Hartness beneficially owns, as the trustee and settler of the Hartness Revocable Trust, 2,500,000 shares of Common Stock, and rights to acquire 2,500,000 shares upon the exercise of stock warrants, representing a 9.5% interest in the Issuer. By virtue of the Voting Agreement discussed in further detail in Item 6 of Amendment No. 2, Mr. Hartness may be deemed to have shared power to vote or to direct the vote of 5,000,000 shares of Common Stock, and the sole power to dispose or to direct the disposition of 5,000,000 shares of Common Stock. There were no transactions effected by Mr. Hartness or the Hartness Revocable Trust in Common Stock during the past 60 days.
As of the date of this statement, Mr. Carroll beneficially owns 455,178 shares of Common Stock, including 93,750 shares held by the Carroll IRA, and rights to acquire 313,750 shares upon the exercise of stock warrants, representing a 1.5% interest in the Issuer. By virtue of the Voting Agreement discussed in further detail in Item 6 of Amendment No. 2, Mr. Carroll may be deemed to have shared power to vote or to direct the vote of 768,928 shares of Common Stock, and the sole power to dispose or to direct the disposition of 768,928 shares of Common Stock. There were no transactions effected by Mr. Carroll or the Carroll IRA in Common Stock during the past 60 days.
As of the date of this statement, Mr. Smith beneficially owns 339,000 shares of Common Stock, and rights to acquire 312,500 shares upon the exercise of stock warrants, representing a 1.3% interest in the Issuer. By virtue of the Voting Agreement discussed in further detail in Item 6 of Amendment No. 2, Mr. Smith may be deemed to have shared power to vote or to direct the vote of 651,500 shares of Common Stock, and the sole power to dispose or to direct the disposition of 651,500 shares of Common Stock. There were no transactions effected by Mr. Smith in Common Stock during the past 60 days.
As of the date of this statement, Bernard McPheely beneficially owns, as the trustee and settler of the McPheely Revocable Trust, 312,000 shares of Common Stock, and rights to acquire 250,000 shares upon the exercise of stock warrants, and beneficially owns, in his individual capacity, rights to acquire 31,250 shares upon the exercise of stock options, representing an aggregate 1.2% interest in the Issuer. By virtue of the Voting Agreement discussed in further detail in Item 6 of Amendment No. 2, Mr. McPheely may be deemed to have sole power to vote or to direct the vote of 593,250 shares of Common Stock, shared power to vote or to direct the vote of 8,267,928 shares of Common Stock, and the sole power to dispose or to direct the disposition of 593,250 shares of Common Stock. There were no transactions effected by Mr. McPheely or the McPheely Revocable Trust in Common Stock during the past 60 days.
As of the date of this statement, Mr. Bailey beneficially owns in his individual capacity 250,000 shares of Common Stock, and rights to acquire 250,000 shares upon the exercise of stock warrants, representing a 1.0% interest in the Issuer. By virtue of the Voting Agreement discussed in further detail in Item 6 of Amendment No. 2, Mr. Bailey may be deemed to have shared power to vote or to direct the vote of 500,000 shares of Common Stock, and the sole power to dispose or to direct the disposition of 500,000 shares of Common Stock. There were no transactions effected by Mr. Bailey in Common Stock during the past 60 days.
As of the date of this statement, Mr. Mack beneficially owns 400,000 shares of Common Stock, representing a 0.8% interest in the Issuer. By virtue of the Voting Agreement discussed in further detail in Item 6 of Amendment No. 2, Mr. Mack may be deemed to have shared power to vote or to direct the vote of 400,000 shares of Common Stock, and the sole power to dispose or to direct the disposition of 400,000 shares of Common Stock. There were no transactions effected by Mr. Mack in Common Stock during the past 60 days.
As of the date of this statement, Mr. Rapello beneficially owns 350,000 shares of Common Stock, representing a 0.7% interest in the Issuer. By virtue of the Voting Agreement discussed in further detail in Item 6 of Amendment No. 2, Mr. Rapello may be deemed to have shared power to vote or to direct the vote of 350,000 shares of Common Stock, and the sole power to dispose or to direct the disposition of 350,000 shares of Common Stock. There were no transactions effected by Mr. Rapello in Common Stock during the past 60 days.
As of the date of this statement, Mr. and Mrs. Bailey beneficially own 347,500 shares of Common Stock as joint tenants, representing a 0.7% interest in the Issuer. By virtue of the Voting Agreement discussed in further detail in Item 6 of Amendment No. 2, Mr. and Mrs. Bailey may be deemed to have shared power to vote or to direct the vote of 347,500 shares of Common Stock, and the sole power to dispose or to direct the disposition of 347,500 shares of Common Stock. There were no transactions effected by Mr. and Mrs. Bailey in Common Stock during the past 60 days.
As of the date of this statement, Mr. Daisley beneficially owns 125,000 shares of Common Stock, and rights to acquire 125,000 shares upon the exercise of stock warrants, representing a 0.5% interest in the Issuer. By virtue of the Voting Agreement discussed in further detail in Item 6 of Amendment No. 2, Mr. Daisley may be deemed to have shared power to vote or to direct the vote of 250,000 shares of Common Stock, and the sole power to dispose or to direct the disposition of 250,000 shares of Common Stock. There were no transactions effected by Mr. Daisley in Common Stock during the past 60 days.