Sec Form 13D Filing - PERKINS JERVIS B filing for - 2010-03-22

This Amendment No. 1 amends the original Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission by Jervis Perkins (the “Reporting Person”) on July 10, 2009.  This Amendment No. 1 is being filed as a result of the information in Items 2-7 below, in order to reflect an increase in the Reporting Person’s beneficial ownership resulting from the vesting of stock options and the issuance of warrants to purchase common stock.  There were no material changes to the information provided in Item 1 of the Reporting Person’s Original Schedule 13D.

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(f) This statement on Schedule 13D is filed by Jervis B. Perkins, a United States citizen. The address of the Reporting Person is 6075 Longbow Drive, Suite 200, Boulder, Colorado, 80301.  Mr. Perkins resigned from his position as President and Chief Executive Officer of the Issuer effective January 15, 2010, but continues to serve as a director of the Issuer.  The Issuer’s address is 6075 Longbow Drive, Suite 200, Boulder, Colorado, 80301. During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has such person been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

On June 30, 2009, the Reporting Person used a combination of sources to purchase 202 shares of the Issuer’s Series A Preferred Stock (the “Series A Stock”) and a warrant to purchase 101 shares of Series A Stock (the “Series A Warrant”). The Reporting Person paid $67,000 in personal funds to partially fund the transaction. Additionally, the Reporting Person agreed to convert $100,000 in existing obligations and $35,000 in back wages owed to the Reporting Person by the Issuer into Series A Stock and the Series A Warrant, for an aggregate purchase price of $202,000.

On August 28, 2009, the Reporting Person advanced $25,000 to the Issuer pursuant to a Promissory Note (“August 2009 Bridge Loan”).  In conjunction with this transaction, the Issuer issued warrants to purchase 25,000 shares of common stock to the Reporting Person.

On October 30, 2009, the Reporting Person advanced $50,000 to the Issuer pursuant to a Promissory Note (“October 2009 Bridge Loan”).  In conjunction with this transaction, the Issuer issued warrants to purchase 50,000 shares of common stock to the Reporting Person.

On September 10, 2009, the Reporting Person received a grant of stock options to purchase an additional 50,000 shares of common stock at $0.12 per share.  The stock options vest quarterly over a two-year period.  As of March 10, 2010, the Reporting Person held vested options to purchase 412,500 shares of common stock, an increase of 63,334 shares over that reported in the Original Schedule 13D.

 

Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(i) The purpose of the June 30, 2009 transaction was to acquire the Series A Stock and Series A Warrant.   Each Series A Warrant has a term of five (5) years with an exercise price of $1,250 per share.  The Reporting Person may exercise the Series A Warrant at any time.  At the election of the Reporting Person, each share of Series A Stock is convertible into 5,000 shares of the Issuer’s common stock, subject to customary anti-dilution adjustments.  The holders of the Series A Stock, in aggregate, are entitled to appoint three (3) directors to the board of directors of the Issuer.  In connection with the transactions, the Issuer amended its bylaws to render the Nevada control share statute inapplicable to the Issuer.  The holders of Series A Stock are entitled to vote alongside the holders of the Issuer’s common stock on an as-converted-to common stock basis.  The holders of the Series A Stoc k are entitled to receive preferential dividends in the amount of 8% per annum when and if declared by the board of directors of the Issuer.  The holders of the Series A Stock, in aggregate and voting as a separate class, are entitled to vote on certain corporate transactions of the Issuer including, without limitation, any amendments to the Issuer’s bylaws or articles of incorporation and the creation of any equity securities senior to the Series A Stock.  The description of the terms of the Series A Stock are qualified in their entirety by reference to the Issuer’s Certificate of Designations filed with the Nevada Secretary of State on June 29, 2009 (which is included as Exhibit A to this Schedule 13D and is incorporated by reference into this Item 4).  The description of the terms of the Series A Warrant are qualified in their entirety by reference to the Issuer’s Form of Series A Preferred Stock Warrant (which is included as Exhibit B to this Schedule 13D and is incorporated by reference into this Item 4).

 

 

The purpose of the August 28, 2009 and October 30, 2009 transactions was to provide the two Bridge Loans to the Issuer and to acquire the warrants to purchase common stock.  Each of the warrants has a five-year term and an exercise price of $0.25 per common share.

 

(b) The Reporting Person has the sole power to vote or to direct the voting of all such shares described in Item 5(a) above.  The Reporting Person has the sole power to dispose or direct the disposition of all such shares described in Item 5(a) above.  The Reporting Person does not have shared power to vote or to direct the vote of any such shares described in Item 5(a) above, and does not have shared power to dispose or direct the disposition of any such shares described in Item 5(a) above.

 

(c) On June 30, 2009, the Reporting Person entered into a privately-negotiated agreement with the Issuer pursuant to which the Reporting Person acquired 202 shares of Series A Stock and a Warrant to purchase 101 shares of Series A Stock.  The Reporting Person paid $1,000 per share of Series A Stock and received a warrant to purchase 0.5 shares of Series A Stock, exercisable at $1,250 per share for each share of Series A Stock purchased.

On August 28, 2009, the Reporting Person advanced $25,000 to the Issuer pursuant to the August 2009 Bridge Loan.  In conjunction with this transaction, the Issuer issued warrants to purchase 25,000 shares of common stock to the Reporting Person.  Each of the warrants has a five-year term and an exercise price of $0.25 per common share.

On October 30, 2009, the Reporting Person advanced $50,000 to the Issuer pursuant to the October 2009 Bridge Loan. In conjunction with this transaction, the Issuer issued warrants to purchase 50,000 shares of common stock to the Reporting Person.  Each of the warrants has a five-year term and an exercise price of $0.25 per common share.

On September 10, 2009, the Reporting Person received a grant of stock options to purchase an additional 50,000 shares of common stock at $0.12 per share.  The stock options vest quarterly over a two-year period.  As of March 10, 2010, the Reporting Person held vested options to purchase 412,500 shares of common stock, an increase of 63,334 shares over that reported in the Original Schedule 13D.

 

(d) The holders of the Series A Stock are entitled to receive preferential dividends in the amount of 8% per annum when and if declared by the board of directors of the Issuer.

 

(e) Not applicable.

Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

On June 30, 1009, the Reporting Person and the Issuer entered into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, the Issuer agreed to grant certain registration rights on the shares of common stock underlying the Series A Stock to the Reporting Person.  The description of the terms of the Investor Rights Agreement is qualified in its entirety by reference to the Investor Rights Agreement (which is included as Exhibit C to this Schedule 13D and is incorporated by reference into this Item 6). 

On August 28, 2009, the Reporting Person advanced $25,000 to the Issuer pursuant to the August 2009 Bridge Loan.  The August 2009 Bridge Loan is unsecured and subordinated, and bears interest at 15% per annum.  In conjunction with this transaction, the Issuer issued warrants to purchase 25,000 shares of common stock to the Reporting Person.  Each of the warrants has a five-year term and an exercise price of $0.25 per common share.  The description of the terms of the August 2009 Bridge Loan and of the warrants is qualified in their entirety by reference to the Form of Promissory Note (Bridge Loan) and the Form of Warrant Agreement (which are included as Exhibit D and E to this Schedule 13D and are incorporated by reference into this Item 6).

On October 30, 2009, the Reporting Person advanced $50,000 to the Issuer pursuant to the October 2009 Bridge Loan.  The October 2009 Bridge Loan is unsecured and subordinated, and bears interest at 15% per annum.  In conjunction with this transaction, the Issuer issued warrants to purchase 50,000 shares of common stock to the Reporting Person.  Each of the warrants has a five-year term and an exercise price of $0.25 per common share.  The description of the terms of the October 2009 Bridge Loan and of the warrants is qualified in its entirety by reference to the Form of Promissory Note (Bridge Loan) and the Form of Warrant Agreement (which are included as Exhibits D and E to this Schedule 13D and are incorporated by reference into this Item 6).

On September 10, 2009, the Reporting Person received a grant of stock options to purchase an additional 50,000 shares of common stock at $0.12 per share.  The stock options vest quarterly over a two-year period.  As of March 10, 2010, the Reporting Person held vested options to purchase 412,500 shares of common stock, an increase of 63,334 shares over that reported in the Original Schedule 13D.  A Form of Stock Option Agreement has been included as Exhibit F to this Schedule 13D.

A.  Certificate of Designations (incorporated by reference to Exhibit 3.7 to the Issuer’s Annual Report on Form 10-K for the year ended March 31, 2009).

 

B.  Form of Series A Preferred Stock Warrant (incorporated by reference to Exhibit 4.19 to the Issuer’s Annual Report on Form 10-K for the year ended March 31, 2009).

 

C.  Investor Rights Agreement (incorporated by reference to Exhibit 4.20 to the Issuer’s Annual Report on Form 10-K for the year ended March 31, 2009).

D.  Form of Promissory Note (Bridge Loan) (incorporated by reference to Exhibit 10.2 to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009).

E.  Form of Common Stock Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed September 5, 2007).