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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 | ||||||||
Non-qualified Stock Option (Right to Buy) | $ 3.16 | 07/29/2005 | A | 450,000 | (1) | 07/29/2012 | Common Stock | 450,000 | $ 0 | 450,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COLE DAVID A 1355 PEACHTREE STREET NE, SUITE 900 ATLANTA, GA 30309 |
X |
/s/ By Clinton McKellar, Jr. by Power of Attorney | 08/02/2005 | |
**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) | See Remarks below for vesting schedule |
Remarks: One of two tranches of the option, representing the right to purchase 150,000 shares, will time vest and become exercisable on the earlier of the 2006 annual meeting of shareholders and June 30, 2006. The second tranche representing the right to purchase 300,000 shares will be subject to specific performance criteria as follows: Tier 1, representing the right to purchase 100,000 shares will become exercisable at any time after the earlier of the 2006 annual meeting of the shareholders or June 30, 2006 (the "2006 Vesting Date") if the closing market price per share of the Company's Common Stock is $4.50 ("Target A") or higher for 45 consecutive trading days after the 2006 Vesting Date. Tier 2, representing the right to purchase an additional 100,000 shares, will become exercisable at any time after the earlier of the 2006 Vesting Date, if the closing market price per share of the Company's Common Stock is $6.50 ("Target B") or higher for 45 consecutive trading days after the 2006 Vesting Date. In addition, on the 2007 Vesting Date, as defined below, if Target B has not been attained for 45 consecutive trading days, but the Company's Common Stock has exceeded Target A for 45 consecutive trading days, a prorated portion of Tier 2 will become exercisable. Tier 3, representing the right to purchase an additional 100,000 shares, will become exercisable at any time after the earlier of the 2007 annual meeting of shareholders or June 30, 2007 (the "2007 Vesting Date"), if the closing market price per share of the Company's Common Stock is $8.50 ("Target C") or higher for 45 consecutive trading days after the 2007 Vesting Date. On the 2007 Vesting Date, if Target C has not been attained for 45 consecutive trading days, but the Company's Common Stock has exceeded Target B for 45 consecutive trading days, a prorated portion of Tier 3 will become exercisable. |