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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 | ||||||||
7% Convertible Subordinated Notes | $ 8 | 11/10/2005 | J(2) | $ 400,000 | 07/23/2003 | 07/28/2007 | Common Stock | 50,000 | (2) | 0 | I | See Footnote 1 (1) | |||
Warrants to Purchase Common Stock | $ 8 | 11/10/2005 | S | 20,000 | 07/28/2003 | 07/28/2007 | Common Stock | 20,000 | (3) | 0 | I | See Footnote 1 (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DAVIS LYNN J ONE PARLEX PLACE METHUEN, MA 01844 |
Former Director |
/s/ Annemarie Bell, as Attorney-in-fact | 11/10/2005 | |
**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) | The securities disposed of are owned by Tate Capital Partners Fund ("Tate"), of which Mr. Davis is a principal. Mr. Davis disclaims beneficial ownership of securities owned by Tate in excess of his proportionate interest in the fund. |
(2) | In connection with the acquisition of Parlex corporation, Tate exercised its right to require Parlex to repurchase Tate's 7% Convertible Subordinated Note ("Note") for a price equal to (a) 120% of the outstanding principal amount of the Note, and (b) unpaid interest accrued thereon. Accordingly, Parlex paid Tate $483,528.77 to retire the Note. |
(3) | In connection with the acquisition described in footnote 2, Parlex and Tate agreed to cancel Tate's warrant to purchase shares of Parlex Corporation in exchange for the sum of $2,000. |