PATRIARCH PARTNERS LLC 3
Accession 0001182489-04-000623
Filed
Aug 8, 8:00 PM ET
Accepted
Aug 9, 2:02 PM ET
Size
17.3 KB
Accession
0001182489-04-000623
Insider Transaction Report
- (indirect: See Footnote)
Call Option (Obligation to sell)
Exercise: $0.02→ Common Stock, par value $0.02 - 420,857
Series I Preferred Stock, par value $0.02 per share
Call Option (Obligation to sell)
Exercise: $0.02→ Common Stock, par value $0.02- 34,425,345(indirect: See footnote)
Common Stock, par value $0.02 per share
- 34,425,345
Common Stock, par value $0.02 per share
- 420,857(indirect: See footnote)
Series I Preferred Stock, par value $0.02 per share
- 420,857
Series I Preferred Stock, par value $0.02 per share
Call Option (Obligation to sell)
Exercise: $0.02→ Common Stock, par value $0.02- 34,425,345
Common Stock, par value $0.02 per share
- 34,425,345(indirect: See footnote)
Common Stock, par value $0.02 per share
- (indirect: See Footnote)
Call Option (Obligation to sell)
Exercise: $0.02→ Common Stock, par value $0.02 - 420,857(indirect: See footnote)
Series I Preferred Stock, par value $0.02 per share
Call Option (Obligation to sell)
Exercise: $0.02→ Common Stock, par value $0.02- (indirect: See Footnote)
Call Option (Obligation to sell)
Exercise: $0.02→ Common Stock, par value $0.02 - 34,425,345
Common Stock, par value $0.02 per share
- 420,857
Series I Preferred Stock, par value $0.02 per share
- 34,425,345(indirect: See footnote)
Common Stock, par value $0.02 per share
- 420,857(indirect: See footnote)
Series I Preferred Stock, par value $0.02 per share
Footnotes (5)
- [F1]The securities reported in this Form 3 are owned directly by ARK CLO 2000-1, Limited ("ARK"). Patriarch Partners, LLC ("Patriarch") is the collateral manager of ARK. Given Patriarch's relationship to ARK, Patriarch may be deemed to beneficially own the securities owned by ARK. Patriarch disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise.
- [F2]The securities reported in this Form 4 are owned directly by ARK. LD Investments, LLC ("LDI") is the sole member of Patriarch. Given Patriarch's relationship to ARK, LDI may be deemed to beneficially own the securities owned by ARK. LDI disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise.
- [F3]Upon the exercise by any management employee of options issued to such employee under the Issuer's amended and restated senior executive stock option plan ("Option Plan") covering 6,470,929 shares of the Issuer's Common Stock ("Common Shares"), as adjusted, the Issuer has the right to repurchase from ARK at a price of $0.02 per Common Share the same number of Common Shares as would be issued to such employee. This right applies to no more than 6,470,929 Common Shares, as may be adjusted (the "Repurchase Shares").
- [F4]On the third anniversary of the Second Amended and Restated Subscription and Repurchase Agreement, dated as of August 6, 2004 (the "Subscription Agreement"), the Issuer shall retain its right to repurchase any of ARK's Common Shares it would need to issue upon the exercise of options existing under the Option Plan as of such date, until such options terminate or expire but, with respect to options issued under the Option Plan after such date, the Issuer shall have no right to repurchase any Common Shares from ARK in lieu of issuing new Common Shares. For a copy of the Subscription Agreement, see Exhibit 99.2 of the Form 8-K filed by the Issuer with the SEC on August 6, 2004.
- [F5]Subject to adjustment.
Documents
Issuer
SCAN OPTICS INC
CIK 0000087086
Related Parties
1- filerCIK 0001210548
Filing Metadata
- Form type
- 3
- Filed
- Aug 8, 8:00 PM ET
- Accepted
- Aug 9, 2:02 PM ET
- Size
- 17.3 KB