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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 | ||||||||
Options to Purchase Common Stock | $ 6.14 (2) | 05/10/2007 | A | 1,000,000 | 05/10/2007(3) | 05/10/2012(4) | Common Stock | 1,000,000 | $ 6.14 | 1,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Jacobson Jeffrey 55 EXECUTIVE DRIVE HUDSON, NH 03051 |
President and CEO |
James F. Scafide by POA dated May 14, 2007 | 05/14/2007 | |
**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) | These shares were issued pursuant to NASDAQ Rule 4350(i)(1)(A)(iv) as an inducement material to Mr. Jacobson entering into employment with the Company. |
(2) | These non-plan options, which were issued in accordance with NASDAQ Rule 4350(i)(1)(A)(iv) as an inducement material to Mr. Jacobson entering into employment with the Company, have an exercise price of $6.14, which, in accordance with Mr. Jacobson's Employment Agreement with the Company, is determined by the average closing price of a share of the Company's Common Stock for the five (5) trading days immediately prior to the effective date of such Employment Agreement. |
(3) | This reflects the first date that a portion (one-fifth) of these Options vest. In accordance with the Non-Plan, Nonqualified Stock Option Agreement executed by Mr. Jacobson, the Options pursuant to this grant vest as follows: May 10, 2007, 200,000; January 1, 2008, 200,000; January 1, 2009, 200,000; January 1, 2010, 200,000; and January 1, 2011, 200,000. |
(4) | This reflects the first date that a portion (one-fifth) of these Options terminate. In accordance with the Non-Plan, Nonqualified Stock Option Agreement executed by Mr. Jacobson, the Options pursuant to this grant terminate five years after the options have vested, and shall, therefore, terminate as follows: Options vesting on May 10, 2007, May 10, 2012; January 1, 2008, January 1, 2013; January 1, 2009, January 1, 2014; January 1, 2010, January 1, 2015; and January 1, 2011, January 1, 2016. |