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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 | ||||||||
| Stock Option (Right to Buy) | $ 0.7562 | 04/07/2004 | M | 56,250 | (3) | 01/03/2006 | Common Stock | 56,250 | $ 0 | 18,750 | D | ||||
| Stock Option (Right to Buy) | $ 0.561 | 04/07/2004 | M | 23,750 | (4) | 01/02/2007 | Common Stock | 23,750 | $ 0 | 126,250 | D | ||||
| Stock Option (Right to Buy) | $ 0.36 | 04/07/2004 | M | 40,000 | (5) | 01/03/2005 | Common Stock | 40,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GRUVERMAN IRWIN J/ 30 OSSIPEE ROAD NEWTON, MA 02464 |
X | X | CEO | |
| Irwin J. Gruverman | 12/22/2005 | |
| **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) | Number of securities beneficially owned as of the transaction date of 4/7/04. |
| (2) | No reportable transactions have occurred in connection with the indirect holdings. The transaction code, acquisition code and price are included only because information is required to be entered in those columns. |
| (3) | Option to purchase 75,000 shares of common stock granted 1/2/2001; 25% exercisable on each of the first four anniversaries of the date of grant. |
| (4) | Option to purchase 150,000 shares of common stock granted 1/2/2002; 25% exercisable on each of the first four anniversaries of the date of grant. |
| (5) | Option to purchase 40,000 shares of common stock granted 1/3/2000; 25% exercisable on each of the first four anniversaries of the date of grant. |
| Remarks: This Form 4/A amends the Forms 4 filed by Mr. Gruverman on March 29, 2004 and April 7, 2004 (the "Original Forms 4"). The Original Forms 4 incorrectly reported that Mr. Gruverman had purchased (a) 80,000 shares through an open-market purchase for a price per share of $1.2375 and an aggregate purchase price of $99,000 and (b) an additional 40,000 shares through an open-market purchase for a price per share of $0.36 and an aggregate purchase price of $14,400. The Original Forms 4 should have reported that Mr. Gruverman (y) exercised an option to purchase 80,000 shares at a price per share of $1.2375 and an aggregate purchase price of $99,000 and (z) exercised an option to purchase 40,000 shares at a purchase price per share of $0.36 for an aggregate purchase price of $14,400. Upon review of records, it was discovered that Mr. Gruverman had accidentally exercised 80,000 stock options that had expired prior to the exercise date of 4/7/04 (the "Exercise Date"). The Corporation has agreed to accept the substitute exercise, as of the Exercise Date, of the number of common stock options at the purchase price set forth in the first two entries in Table II (the "Alternative Options"), all of which had previously vested on the Exercise Date, in lieu of the expired options to purchase 80,000 shares. The aggregate exercise price for the Alternative Options is $55,860. Instead of repaying to Mr. Gruverman the remaining $43,140 that was paid on the Exericse Date (the "Over-Payment"), Mr. Gruverman and the Corporation have agreed to permit the Corporation to retain the Over-Payment as additional paid in capital (i.e., non-refundable and bearing no interest) on the condition that he be granted a $43,140 credit toward his future exercise of the Corporation's stock options. | |