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 | ||||
Series B Convertible Preferred Stock | Â (2) | Â (2) | Common Stock | 40,716,000 | $ 0 | D (1) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CVC CALIFORNIA LLC 525 OKEECHOBEE BLVD. SUITE 1050 WEST PALM BEACH, FL 33401 |
 |  X |  |  |
ComVest Capital, LLC ONE NORTH CLEMATIS STREET SUITE 300 WEST PALM BEACH, FL 33401 |
 |  X |  |  |
COMVEST CAPITAL MANAGEMENT LLC ONE NORTH CLEMATIS STREET SUITE 300 WEST PALM BEACH, FL 33401 |
 |  X |  |  |
PRIDDY ROBERT L 9955 AIRTRAN BLVD. * ORLANDO, FL 32827 |
 |  X |  |  |
FALK MICHAEL 830 THIRD AVENUE 4TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
CVC CALIFORNIA, LLC, /s/ Cecilio M. Rodriguez, Chief Financial Officer | 08/09/2010 | |
**Signature of Reporting Person | Date | |
COMVEST CAPITAL, LLC, /s/ Cecilio M. Rodriguez, Chief Financial Officer | 08/09/2010 | |
**Signature of Reporting Person | Date | |
COMVEST CAPITAL MANAGEMENT LLC, /s/ Cecilio M. Rodriguez, Chief Financial Officer | 08/09/2010 | |
**Signature of Reporting Person | Date | |
/s/ Robert L. Priddy, Individually | 08/09/2010 | |
**Signature of Reporting Person | Date | |
/s/ Michael S. Falk, Individually | 08/09/2010 | |
**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) | As of the date hereof, CVC California, LLC, a Delaware limited liability company (the "Reporting Person"), directly beneficially owns the securities reported herein. ComVest Capital, LLC ("Capital") indirectly beneficially owns each of the derivative securities listed herein by virtue of the fact that Capital is the sole member and the managing member of the Reporting Person. ComVest Capital Management LLC ("Management") indirectly beneficially owns each of the derivative securities listed herein by virtue of the fact that Management is the managing member of Capital. Michael S. Falk and Robert L. Priddy may be deemed to indirectly beneficially own the securities listed herein by virtue of the fact that they are co-managing members of Management. Messrs. Falk and Priddy disclaim beneficial interest in such securities other than that portion which corresponds with their membership interest in Management. |
(2) | Each share of Series B Convertible Preferred Stock is immediately convertible into 100 shares of common stock of the issuer. The Series B Convertible Preferred Stock has no expiration date. |