-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FuqCSNLanhoSbnbVB7eeIY5iGRhrpMgjLk1A6LWyQhjzSXRwDzCoihTwTMvR83Dz AsY7L/Pzqknle3JY2jFF2Q== 0000893220-08-000516.txt : 20080225 0000893220-08-000516.hdr.sgml : 20080225 20080225143306 ACCESSION NUMBER: 0000893220-08-000516 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080225 DATE AS OF CHANGE: 20080225 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Echo Therapeutics, Inc. CENTRAL INDEX KEY: 0001031927 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411649949 STATE OF INCORPORATION: MN FISCAL YEAR END: 1007 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52931 FILM NUMBER: 08639118 BUSINESS ADDRESS: STREET 1: 10 FORGE PARKWAY CITY: FRANKLIN STATE: MA ZIP: 02038 BUSINESS PHONE: 508 553-8850 MAIL ADDRESS: STREET 1: 10 FORGE PARKWAY CITY: FRANKLIN STATE: MA ZIP: 02038 FORMER COMPANY: FORMER CONFORMED NAME: SONTRA MEDICAL CORP DATE OF NAME CHANGE: 20020702 FORMER COMPANY: FORMER CONFORMED NAME: CHOICETEL COMMUNICATIONS INC/MN/ DATE OF NAME CHANGE: 20020701 FORMER COMPANY: FORMER CONFORMED NAME: SONTRA MEDICAL CORP DATE OF NAME CHANGE: 20020701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WIGLEY MICHAEL CENTRAL INDEX KEY: 0001054604 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: CHOICETEL COMMUNICATIONS INC STREET 2: 9724 TENTH AVE. CITY: PLYMOUTH STATE: MN ZIP: 55441 SC 13G/A 1 w50328sc13gza.htm SCHEDULE 13G/A sc13gza
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 3)*
Echo Therapeutics, Inc.
 
(Name of Issuer)
Common Stock, $0.01 par value
 
(Title of Class of Securities)
27876L107
 
(CUSIP Number)
December 31, 2007
 
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o          Rule 13d-1 (b)
x          Rule 13d-1 (c)
o          Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 5 Pages)


 

                     
CUSIP No.
 
27876L107 
13G Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS
Michael R. Wigley
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,206,528 (1)
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   31,673 (2)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,206,528 (1)
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    31,673 (2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,238,201
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.9%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) Includes 141,657 shares issuable upon the exercise of stock options, 23,129 shares issuable upon the exercise of warrants that were acquired by the reporting person on February 11, 2008, 42,353 shares issuable upon the exercise of additional warrants and 46,259 shares issuable upon conversion of a promissory note that was acquired by the reporting person on February 11, 2008. Mr. Wigley’s warrants and promissory note acquired on February 11, 2008 provide a limitation on the exercise or conversion of such warrants or note if such exercise or conversion would result in the holder beneficially owning more than 4.99% or 9.99%, as applicable, of all of the issuer’s common stock outstanding at the time. Mr. Wigley may waive the foregoing provision upon sixty-one (61) days’ advance written notice.
(2) Includes 10,820 shares held by Mr. Wigley and his wife as custodian for the benefit of their children, 4,000 shares issuable upon the exercise of warrants held by Mr. Wigley and his wife as custodian for the benefit of their children and 16,853 shares which may be acquired upon the exercise of warrants held by corporations of which Mr. Wigley and his wife are majority stockholders.


 

                     
CUSIP No.
 
27876L107 
13G Page  
  of   
     
Item 1(a).
  Name of Issuer:
 
   
Echo Therapeutics, Inc.
 
   
Item 1(b).
  Address of Issuer’s Principal Executive Offices:
 
   
10 Forge Parkway, Franklin, Massachusetts 02038
 
   
Item 2(a).
  Name of Person Filing:
 
   
Michael R. Wigley
 
   
Item 2(b).
  Address of Principal Business Office or, if none, Residence:
 
   
P.O. Box 376
1035 Tonkawa Road
Long Lake, Minnesota 55356
 
   
Item 2(c).
  Citizenship:
 
   
United States
 
   
Item 2(d).
  Title of Class of Securities:
 
   
Common Stock, $0.01, par value
 
   
Item 2(e).
  CUSIP Number:
 
   
27876L107
 
   
Item 3.
  If this statement is filed pursuant to § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
   
Not applicable.
 
   
Item 4.
  Ownership.
(a)   Amount Beneficially Owned: 1,238,201
 
(b)   Percent of Class: 6.9%
 
(c)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 1,206,528
 
  (ii)   Shared power to vote or to direct the vote: 31,673
 
  (iii)   Sole power to dispose or to direct the disposition of: 1,206,528
 
  (iv)   Shared power to dispose or to direct the disposition of: 31,673
     Mr. Wigley has sole voting and dispositive power over 1,206,528 shares of common stock of Echo Therapeutics, Inc., which includes 141,657 shares issuable upon the exercise of stock options, 23,129 shares issuable upon the exercise of warrants that were acquired by the reporting person on February 11, 2008, 42,353 shares issuable upon the exercise of additional warrants and 46,259 shares issuable upon conversion of a promissory note that was acquired by the reporting person on February 11, 2008. Mr. Wigley has shared voting and dispositive

 


 

                     
CUSIP No.
 
27876L107 
13G Page  
  of   
power over 31,673 shares, which includes 10,820 shares held by Mr. Wigley and his wife as custodian for the benefit of their children, 4,000 warrants held by Mr. Wigley and his wife as custodian for the benefit of their children and 16,853 shares which may be acquired upon the exercise of warrants held by corporations of which Mr. Wigley and his wife are majority stockholders.
     Mr. Wigley’s warrants and promissory note acquired on February 11, 2008 provide a limitation on the exercise or conversion of such warrants or note if such exercise or conversion would result in the reporting person beneficially owning more than 4.99% or 9.99%, as applicable, of all of the issuer’s common stock outstanding at the time. Mr. Wigley may waive the foregoing provision upon sixty-one (61) days’ advance written notice.
     
Item 5.
  Ownership of Five Percent or Less of a Class.
 
   
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
 
   
Item 6.
  Ownership of More than Five Percent on Behalf of Another Person.
 
   
Not applicable.
 
   
Item 7.
  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
   
Not applicable.
 
   
Item 8.
  Identification and Classification of Members of the Group.
 
   
No applicable.
 
   
Item 9.
  Notice of Dissolution of Group.
 
   
Not applicable.
 
   
Item 10.
  Certifications.
 
   
Not applicable.

 


 

                     
CUSIP No.
 
27876L107 
13G Page  
  of   
SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
     
Dated: February 25, 2008  /s/ Michael R. Wigley    
  Michael R. Wigley   
     
 

 

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