UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Note | Â (4)(5) | Â (4)(5) | Common Stock | 587,074,136 (4) (5) | $ (4) (5) | I (3) | See Footnote (3) |
Warrant | Â (6) | Â (6) | Common Stock | 0 (6) | $ 0.01 | I (2) | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cicco Holding AG C/O ADVOKATUR UND NOTARIAT, DR. IUR. TONI RUSSI, BAHNHOFSTRASSE 40 CHUR, V8 7002 |
 |  X |  |  |
Power Duke Investments Ltd UNIT 1604, 16TH FLOOR, 9 QUEEN'S ROAD CENTRAL HONG KONG, F4 |
 |  X |  |  |
Kee Lim Ho UNIT 1604, 16TH FLOOR 9 QUEEN'S ROAD CENTRAL HONG KONG, F4 |
 |  X |  |  |
Siddiqi Kamal MYTCHETT PLACE MYTCHETT, X0 GU16 6DQ |
 |  X |  |  |
/s/ William Chia as Attorney-in-Fact for the Reporting Persons | 04/11/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | According to the Schedule 13D filed by Cicco Holding AG on April 11, 2011 (the "Schedule 13D"), which is hereby incorporated into this Form 3 by reference, Power Duke Investments Limited, Kamal Siddiqi and Lim Ho Kee are deemed to be beneficial owners of 83,333,333 shares of Common Stock held of record by Power Duke Investments Limited and Cicco Holding AG, Kamal Siddiqi and Lim Ho Kee are deemed to be beneficial owners of (a) 125,000,000 shares of Common Stock held of record by Cicco Holding AG and (b) 596,500,000 Holdback Shares (as defined in the Schedule 13D) held in escrow by the Issuer. |
(2) | In addition, according to the Schedule 13D, Cicco Holding AG, Kamal Siddiqi and Lim Ho Kee are deemed to be beneficial owners of 784,304,824 shares of the Common Stock held by Arch Hill Capital N.V. and Stichting Gemeenschappelijk Bezit LTC (collectively, the "Arch Hill Parties"). Neither the filing of this Form nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of any Common Stock referred to in this Form for the purposes of Section 13(d) of the Act, Section 16(a) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. |
(3) | The nature of the direct and indirect beneficial ownership of each Reporting Person is as described in the Schedule 13D. |
(4) | According to the Schedule 13D, Cicco Holding AG, Kamal Siddiqi and Lim Ho Kee are deemed to be beneficial holders of (a) 15,004,807 shares of Common Stock issuable upon conversion of the Closing Note (as defined in the Schedule 13D) based on a conversion price of $0.03 per share at the maturity thereof on June 30, 2013 (the "Maturity Date") and (b) 187,324,301 shares of Common Stock issuable upon conversion of a convertible note that Cicco Holding AG may obtain through immediate exercise of its Note Funding Right (as defined in the Schedule 13D) based on a conversion price of $0.03 per share on the Maturity Date. |
(5) | In addition, according to the Schedule 13D, Cicco Holding AG, Kamal Siddiqi and Lim Ho Kee are deemed to be beneficial owners of 384,745,028 shares of Common Stock that are issuable upon conversion of certain convertible debt securities held of record by the Arch Hill Parties. Information about the terms of these securities can be found in the Issuer's Form 10-K for the fiscal year ending December 31, 2010, which is incorporated herein by reference thereto. Neither the filing of this Form nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of any Common Stock referred to in this Form for the purposes of Section 13(d) of the Act, Section 16(a) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. |
(6) | The warrant is exercisable at any time until the last Specified Antidilution Security (as defined therein) ceases to be outstanding and exercisable or convertible. As of the date hereof, the warrant is not exercisable for any shares of Common Stock. This summary is qualified by reference to the full terms of the warrant, which is incorporated herein by this reference to Exhibit C-1 to the Securities Purchase Agreement (as defined in the Schedule 13D), which is incorporated by reference into the Schedule 13D. |