0001104659-02-000674.txt : 20020415 0001104659-02-000674.hdr.sgml : 20020415 ACCESSION NUMBER: 0001104659-02-000674 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20020312 GROUP MEMBERS: ANDREW REDLEAF GROUP MEMBERS: GARY S. KOHLER GROUP MEMBERS: JACK KOHLER GROUP MEMBERS: JEFFREY R. PALETZ GROUP MEMBERS: MICHAEL WIGLEY GROUP MEMBERS: SONTRA MEDICAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHOICETEL COMMUNICATIONS INC /MN/ CENTRAL INDEX KEY: 0001031927 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 411649949 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52931 FILM NUMBER: 02572996 BUSINESS ADDRESS: STREET 1: 9724 10TH AVE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 6125441260 MAIL ADDRESS: STREET 1: 9724 10TH AVE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIPHONE INC DATE OF NAME CHANGE: 19970625 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOHLER GARY S CENTRAL INDEX KEY: 0001045714 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6027 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 SC 13D 1 j3189_sc13d.htm SC 13D UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

ChoiceTel Communications, Inc.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

17039H-10-1

(CUSIP Number)

Michael Wigley, 15500 Wayzata Blvd., #1029, Wayzata, Minnesota 55391, Tel: (952) 249-1802

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 27, 2002

(Date of Event which Requires Filing of this Statement)

with copies to:

Robert T. Montague, Esq.

Robins, Kaplan, Miller & Ciresi LLP

2800 LaSalle Plaza

800 LaSalle Avenue

Minneapolis, Minnesota 55402

Tel: (612) 349-8500

Lawrence S. Wittenberg, Esq.

Testa, Hurwitz & Thibeault, LLP

125 High Street

Boston, Massachusetts 02110

Tel: (617) 248-7000

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 17039H-10-1

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Sontra Medical, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) SC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Sontra Medical, Inc. — Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 2,123,722

			9.	Sole Dispositive Power(3) 0

			10.	Shared Dispositive Power(3) 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,722 (2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 66.3% (1)

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 17039H-10-1

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Gary S. Kohler

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) SC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 918,460

			8.	Shared Voting Power 2,123,722

			9.	Sole Dispositive Power(3) 918,460

			10.	Shared Dispositive Power(3) 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,722 (2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 66.3% (1)

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 17039H-10-1

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Michael Wigley

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) SC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 448,666

			8.	Shared Voting Power 2,123,722

			9.	Sole Dispositive Power(3) 448,666

			10.	Shared Dispositive Power(3) 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,722 (2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 66.3% (1)

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 17039H-10-1

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jeffrey R. Paletz

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) SC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 342,358

			8.	Shared Voting Power 2,123,722

			9.	Sole Dispositive Power(3) 342,358

			10.	Shared Dispositive Power(3) 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,722 (2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 66.3% (1)

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 17039H-10-1

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jack Kohler

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) SC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 264,500

			8.	Shared Voting Power 2,123,722

			9.	Sole Dispositive Power(3) 264,500

			10.	Shared Dispositive Power(3) 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,722 (2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 66.3% (1)

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 17039H-10-1

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Andrew Redleaf

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) SC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 445,063

			8.	Shared Voting Power 2,123,722

			9.	Sole Dispositive Power(3) 445,063

			10.	Shared Dispositive Power(3) 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,722 (2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 66.3% (1)

	14.	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP NO. 17039H-10-1

(1) Based on the 3,036,195 shares of common stock of ChoiceTel Communications, Inc. outstanding on February 27, 2001, as represented by ChoiceTel Communications, Inc. in the Merger Agreement (as defined below) and 166,341 shares of common stock of ChoiceTel Communications, Inc. that may become outstanding within 60 days upon the exercise of options.

(2) Each of the reporting persons disclaims beneficial ownership of any such shares of common stock of ChoiceTel Communications, Inc., except for the shares, if any, such reporting person holds of record. The filing of this Schedule 13D shall not be construed as an admission that any reporting person is the beneficial owner of any securities covered by this Schedule 13D.

(3) Pursuant to the CC Voting Agreement (as defined below), the CC Shareholders (as defined below) may not transfer any shares of common stock of ChoiceTel Communications, Inc. owned by them except under certain circumstances, as more fully described in the CC Voting Agreement and in Item 4 below.

ITEM 1. SECURITY AND ISSUER.

This statement on Schedule 13D (this “Schedule 13D”) relates to the issued and outstanding shares of common stock, $ 0.01 par value (“Company Common Stock”), of ChoiceTel Communications, Inc., a Minnesota corporation (the “Company”). The principal executive offices of the Company are located at 15500 Wayzata Blvd., #1029, Wayzata, Minnesota 55391, telephone number (952) 249-1802.

ITEM 2. IDENTITY AND BACKGROUND.

(a) This Schedule 13D is filed by Sontra Medical, Inc., a Delaware corporation (“Sontra”), Gary S. Kohler (“GKohler”), Michael Wigley (“Wigley”), Jeffrey R. Paletz (“Paletz”), Jack S. Kohler (“JKohler”) and Andrew Redleaf (“Redleaf” and, together with GKohler, Wigley, Paletz and JKohler, the “CC Shareholders”). Attached hereto as Exhibit 1 is a list of all executive officers and directors of Sontra, including their business address and their principal occupation or employment.

(b) The principal business address and the principal business office of Sontra is 58 Charles Street, Cambridge, Massachusetts 02141. The business address of GKohler, Wigley, Paletz and JKohler is ChoiceTel Communications, Inc., 15500 Wayzata Blvd., Suite 1029, Wayzata, Minnesota 55391. The business address of Redleaf is c/o Whitebox Advisors, LLC, 3033 Excelsior Blvd, Suite 300, Minneapolis, Minnesota, 55416.

(c) Sontra is a private corporation whose principal business is the development of ultrasound-based skin permeation technologies and products to extract interstitial fluid for diagnostic purposes. Paltez and JKohler are currently employed by the Company. GKohler is currently employed by Pyramid Trading Limited Partnership. Wigley is currently employed by Great Plains Companies, Inc. Redleaf is currently employed by Whitebox Advisors, LLC.

(d) During the five years prior to the date hereof, neither Sontra, nor, to the knowledge of Sontra, any executive officer or director of Sontra, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the five years prior to the date hereof, none of the CC Shareholders have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the five years prior to the date hereof, neither Sontra, nor, to the knowledge of Sontra, any executive officer or director of Sontra, has 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. During the five years prior to the date hereof, none of the CC Shareholders has 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.

(f) Sontra is a private corporation organized under the laws of the State of Delaware. The names and citizenship of each director and executive officer of Sontra are listed in Exhibit 1. Each of GKohler, Wigley, Paletz, JKohler and Redleaf is a United States citizen.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On February 27, 2002, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), with Sontra and CC Merger Corp, a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”). The following is a summary of the Merger Agreement. This summary is not a complete description of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, which is incorporated by reference as Exhibit 2 hereto and which is specifically incorporated by reference into this Schedule 13D. Under the terms of the Merger Agreement, which was approved by the boards of directors of the Company, Sontra and Merger Sub, Merger Sub will merge with and into Sontra, with Sontra as the surviving corporation becoming a wholly-owned subsidiary of the Company (the “Merger”) (Sontra following the Merger is sometimes referred to herein as the “Surviving Corporation”). On the closing date of the Merger, the outstanding shares of Sontra’s stock will be converted into the right to receive newly-issued shares of Company Common Stock based on an exchange ratio of 0.2347 of a share of Company Common Stock for each share of Sontra common stock (the “Exchange Ratio”), which Exchange Ratio is subject to adjustment in certain circumstances as set forth in the Merger Agreement. Based on this Exchange Ratio, the 32,162,829 shares of Sontra’s stock currently outstanding will be converted into the right to receive approximately 7,548,616 newly-issued shares of common stock of the Company on the closing date of the Merger. This Exchange Ratio for the Merger is based on a value of approximately $0.50 per share for each share of Sontra common stock, which was the approximate price per share of stock sold in Sontra’s most recently completed round of venture financing, and a value of $2.13 per share for each share of Company Common Stock. Upon the consummation of the Merger, the shareholders of Sontra will own approximately 71% of the Company and the Company’s shareholders will own approximately 29% of the Company. Outstanding rights to purchase stock of Sontra will also be converted into the right to purchase common stock of the Company at the same Exchange Ratio. No monetary consideration was paid by Sontra to the Company in connection with entering into the Merger Agreement or the CC Voting Agreement (as defined and more fully described below).

ITEM 4. PURPOSE OF TRANSACTION.

As stated in Item 3, on February 27, 2002, the Company, Sontra and Merger Sub entered into the Merger Agreement. Pursuant to the Merger Agreement, the Company and Sontra have agreed, subject to the approval of the Merger Agreement and the Merger by the Company’s shareholders, Sontra’s shareholders, the right of the Company and/or Sontra to terminate the Merger Agreement under certain circumstances, and the satisfaction or waiver of various closing conditions, each as more fully described in the Merger Agreement, to effectuate the Merger in accordance with the provisions of the General Corporation Law of the State of Delaware.

Simultaneously with the execution and delivery of the Merger Agreement and as an inducement for Sontra to enter into the Merger Agreement, Sontra and the CC Shareholders also entered into a certain CC Voting Agreement (the “CC Voting Agreement”). The following is a summary of the CC Voting Agreement. This summary is not a complete description of the terms and conditions of the CC Voting Agreement and is qualified in its entirety by reference to the CC Voting Agreement. The form of the CC Voting Agreement that was executed by the parties is attached hereto as Exhibit 3 and such CC Voting Agreement is specifically incorporated by reference into this Schedule 13D. Pursuant to the CC Voting Agreement, the CC Shareholders have agreed to vote all of the shares of Company Common Stock owned or acquired by them (the “Shares”) as follows: (i) in favor of adoption of the Merger Agreement and approval of the Merger and any proposal or action which would, or could reasonably be expected to, facilitate the Merger, including approval of the issuance of the shares of capital stock of the Company to be issued in the Merger; (ii) against approval of any proposal made in opposition to or competition with consummation of the Merger and the Merger Agreement; (iii) against any merger, consolidation or other business combination of the Company with, sale of assets or stock of the Company to, or reorganization or recapitalization involving the Company with, any party other than Sontra as contemplated by the Merger Agreement; (iv) against any liquidation, or winding up of the Company; and (v) against any other proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage the Merger. The shared voting power of Sontra and the CC Shareholders pursuant to the CC Voting Agreement currently relates to 2,123,722 shares of Company Common Stock. The CC Shareholders retain the right to vote their Shares in their discretion with respect to matters other than those identified in the CC Voting Agreement. The CC Voting Agreement terminates upon the earlier to occur of (i) such date and time as the Merger shall become effective or (ii) the date of termination of the Merger Agreement.

(a) Other than as a result of the Merger described in Items 3 and 4 above, not applicable.

(b) Other than as a result of the Merger described in Items 3 and 4 above, not applicable.

(c) In addition the descriptions of the Merger set forth in Items 3 and 4 above, pursuant to the Merger Agreement, the Company has agreed to sell, or enter into a definitive agreement to sell, its assets related to its Puerto Rican operations prior to the effective time of the Merger.

(d) Upon consummation of the Merger, it is anticipated that the board of directors of the Company will be comprised of James R. McNab, Jr., Joseph Kost, Robert S. Langer, Robert D. Ulrich and Martin P. Sutter, who are currently members of Sontra’s board of directors, and GKohler and Wigley, who are currently members of the Company’s board of directors. In addition, upon consummation of the Merger, the current members of Sontra’s board of directors will remain as members of the board of directors of the Surviving Corporation. No members of the board of directors of Merger Sub will continue as directors of the Surviving Corporation. In addition, upon consummation of the Merger, it is anticipated that Mr. McNab will be the interim Chief Executive Officer of the Company and the Surviving Corporation and that the other officers of Sontra will continue to perform their management roles in the Surviving Corporation as well as assume these roles with the Company.

(e) Other than as a result of the Merger described in Items 3 and 4 above, not applicable.

(f) Other than as a result of the Merger described in Items 3 and 4 above, not applicable.

(g) Other than as a result of the Merger described in Items 3 and 4 above and 6 below, not applicable.

(h) The Company may be required to meet the initial listing requirements for the Nasdaq SmallCap Market following the consummation of the Merger. If it cannot meet these requirements, the Company may be de-listed from the Nasdaq SmallCap Market.

(i) Not applicable.

(j) Other than as described above, Sontra has no plan or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(i) of this Schedule 13D (although Sontra reserves the right to develop such plans). Other than as described above, the CC Shareholders have no plan or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(i) of this Schedule 13D (although the CC Shareholders reserve the right to develop such plans).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b) As a result of the CC Voting Agreement, each of Sontra and the CC Shareholders may be deemed to be the beneficial owner of 2,123,722 shares of Company Common Stock pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, by virtue of its direct or indirect right to direct the vote of the shares beneficially and collectively owned by CC Shareholders pursuant to the terms of the Merger Agreement and the CC Voting Agreement. Such Company Common Stock constitutes approximately 66.3% of the issued and outstanding shares of Company Common Stock (based on 3,036,195 shares of Company Common Stock outstanding as represented by the Company in the Merger Agreement and 166,341 shares of Company Common Stock that may become outstanding within 60 days upon the exercise of options. Sontra has shared power to vote the Shares for the limited purposes described in Item 4 above. Sontra does not have the sole or shared power to vote or to direct the vote or to dispose or to direct the disposition of any Shares, although Sontra does have the right to consent to transfers between CC Shareholders pursuant to the CC Voting Agreement. Sontra (i) is not entitled to any rights as a shareholder of the Company as to the Shares covered by the CC Voting Agreement other than as set forth in this paragraph and (ii) disclaims any beneficial ownership of the Shares which are covered by the CC Voting Agreement. To the best of Sontra’s knowledge, no shares of Company Common Stock are beneficially owned by any of the persons named in Exhibit 1.

GKohler has beneficial ownership, including the sole power to vote and to direct the disposition, of 918,460 shares of Company Common Stock, which constitutes approximately 30.3% of the Company Common Stock issued and outstanding. The 918,460 shares of Company Common Stock includes 40,000 shares held by GKohler as custodian for the benefit of his children. GKohler disclaims beneficial ownership of such shares held by him as custodian for the benefit of his children. GKohler has shared power to vote 2,123,722 shares of Company Common Stock for the limited purposes described in Item 4 above, which represents approximately 66.3% of the Company Common Stock assuming the exercise of options within 60 days. GKohler does not share dispositive power with respect to any shares of Company Common Stock. GKohler is not entitled to any rights as a shareholder of the Company for any shares of Company Common Stock, and GKohler disclaims any beneficial ownership of such shares, other than the 918,460 shares over which he has sole voting and dispositive power.

Wigley has beneficial ownership, including the sole power to vote and to direct the disposition, of 448,666 shares of Company Common Stock, which constitutes approximately 14% of the Company Common Stock issued and outstanding assuming the exercise of options within 60 days. The 448,666 shares of Company Common Stock includes 17,000 shares that are held by Wigley as custodian for his minor children and 261,666 shares of Company Common Stock which Wigley may acquire within 60 days upon exercise of options. Wigley disclaims beneficial ownership of the shares held by his minor children. Wigley has shared power to vote 2,123,722 shares of Company Common Stock for the limited purposes described in Item 4 above, which represents approximately 66.3% of the Company Common Stock assuming the exercise of options within 60 days. Wigley does not share

dispositive power with respect to any shares of Company Common Stock. Wigley is not entitled to any rights as a shareholder of the Company for any shares of Company Common Stock, and Wigley disclaims any beneficial ownership of such shares, other than the 448,666 shares over which he has sole voting and dispositive power.

Paletz has beneficial ownership, including the sole power to vote and to direct the disposition, of 342,258 shares of Company Common Stock, which constitutes approximately 11.3% of the Company Common Stock issued and outstanding. Paletz has shared power to vote 2,123,722 shares of Company Common Stock for the limited purposes described in Item 4 above, which represents approximately 66.3% of the Company Common Stock issued and outstanding assuming the exercise of options within 60 days. Paletz does not share dispositive power with respect to any shares of Company Common Stock. Paletz is not entitled to any rights as a shareholder of the Company for any shares of Company Common Stock, and Paletz disclaims any beneficial ownership of such shares, other than the 342,258 shares over which he has sole voting and dispositive power.

JKohler has beneficial ownership, including the sole power to vote and to direct the disposition, of 264,500 shares of Company Common Stock, which constitutes approximately 8.7% of the Company Common Stock issued and outstanding. The 264,500 shares of Company Common Stock includes 200,000 shares of Company Common Stock which JKohler may acquire within 60 days upon exercise of an option. JKohler has shared power to vote 2,123,722 shares of Company Common Stock for the limited purposes described in Item 4 above, which represents approximately 66.3% of the Company Common Stock issued and outstanding assuming the exercise of options within 60 days. JKohler does not share dispositive power with respect to any shares of Company Common Stock. JKohler is not entitled to any rights as a shareholder of the Company for any shares of Company Common Stock, and JKohler disclaims any beneficial ownership of such shares, other than the 264,500 shares over which he has sole voting and dispositive power.

Redleaf has beneficial ownership, including the sole power to vote and to direct the disposition, of 445,063 shares of Company Common Stock, which constitutes approximately 14.7% of the Company Common Stock issued and outstanding. Redleaf has shared power to vote 2,123,722 shares of Company Common Stock for the limited purposes described in Item 4 above, which represents approximately 66.3% of the Company Common Stock issued and outstanding assuming the exercise of options within 60 days. Redleaf does not share dispositive power with respect to any shares of Company Common Stock. Redleaf is not entitled to any rights as a shareholder of the Company for any shares of Company Common Stock, and Redleaf disclaims any beneficial ownership of such shares, other than the 445,063 shares over which he has sole voting and dispositive power.

The foregoing summary of the CC Voting Agreement is qualified in its entirety by reference to the CC Voting Agreement included as Exhibit 3 attached hereto and incorporated herein in its entirety by reference.

(c) Neither Sontra, nor to the knowledge of Sontra, any person named in Exhibit 1, has effected any transaction in the Company Common Stock within the past 60 days. None of the CC Shareholders has effected any transaction in the Company Common Stock within the past 60 days, except as described on Exhibit 5.

(d) Except as described above, Sontra does not have the right to receive or the power to direct the receipt of dividends from, or the sale proceeds of the sale of, any Company Common Stock, including the Company Common Stock subject to the CC Voting Agreement. Except as described above, no person other than the CC Shareholders has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Company Common Stock beneficially owned by the CC Shareholders and Sontra.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Pursuant to Section 8.03 of the Merger Agreement, upon certain circumstances described in Section 8.01(d) of the Merger Agreement, Sontra will be obligated to deliver to the Company a common stock purchase warrant for the purchase of 2,000,000 shares of common stock of Sontra, at an exercise price of $.10 per share (the “Sontra Breakup Fee”). Payment of the Sontra Breakup Fee will not be in lieu of damages in the event of fraud or a willful breach by Sontra of the Merger Agreement.

Pursuant to Section 8.03 of the Merger Agreement, upon certain circumstances described in Section 8.01(c) of the Merger Agreement, the Company will be obligated to purchase from Sontra 1,589,509 shares of Sontra’s Series B Convertible Preferred Stock at a price per share of $.5033 (the “Company Breakup Fee”). Payment of the Company Breakup Fee will not be in lieu of damages in the event of fraud or a willful breach by the Company of the Merger Agreement.

Except as otherwise described in this Schedule 13D, neither Sontra, nor, to the knowledge of Sontra, any executive officer or director of Sontra listed in Exhibit 1 attached hereto, nor any of the CC Shareholders has executed any other contracts, arrangements, understandings or relationships with any persons with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, guarantees of profits, division of profits or losses, or the giving or withholding of proxies, except for Exhibits 2 and 3. Such documents are qualified in their entirety by reference to the documents included as Exhibits 2 and 3 attached hereto and incorporated herein in their entirety. There is an understanding between Wigley and Paletz that, following the consummation of the Merger, Wigley will purchase from Paletz, and Paletz will sell to Wigley, up to 100,000 shares of Company Common Stock owned by Paletz at a purchase price of $2.00 per share.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT NO.		DESCRIPTION

1		Executive Officers and Directors of Sontra

2		Agreement and Plan of Reorganization, dated as of February 27, 2002, by and among ChoiceTel Communications, Inc., CC Merger Corp. and Sontra Medical, Inc. (incorporated by reference to Form 8-K filed by the Company on March 5, 2002, File No. 000-23017)

3		Form of CC Stock Voting Agreement by and among Sontra Medical, Inc. and the CC Shareholders

4		Joint Filing Agreement, dated as of March 11, 2002, by and among Sontra and the CC Shareholders

5		Transactions by Reporting Persons in Company Common Stock During Past 60 Days

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: March 11, 2002

	SONTRA MEDICAL, INC.

	By:	/s/ James R. McNab, Jr.
	Name:	James R. McNab, Jr.
	Title:	President and Chief Executive Officer


	/s/ Gary S. Kohler
	Gary S. Kohler


	/s/ Michael Wigley
	Michael Wigley


	/s/ Jeffrey R. Paletz
	Jeffrey R. Paletz


	/s/ Jack S. Kohler
	Jack S. Kohler


	/s/ Andrew Redleaf
	Andrew Redleaf

EX-99.1 3 j3189_ex99d1.htm EX-99.1 EXHIBIT 1

EXHIBIT 1

ADDITIONAL INFORMATION CONCERNING SONTRA

Executive Officers and Directors of Sontra Medical, Inc.

Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of Sontra Medical, Inc. (“Sontra”). Unless otherwise indicated, each occupation set forth opposite an executive officer’s name refers to employment with Sontra.

Name	Position	Principal Occupation	Citizenship

James R. McNab, Jr.	Director, Chairman, President and Chief Executive Officer of Sontra	Chairman, President, and Chief Executive Officer of Sontra	United States

Joseph Kost	Director and Chief Scientific Officer of Sontra	Chief Scientific Officer of Sontra	Israel

Christine E. Davin	Secretary and Director of Administration of Sontra	Secretary and Director of Administration of Sontra	United States

Robert S. Langer	Director	Professor at Massachusetts Institute of Technology	United States

Martin P. Sutter	Director	General Partner, Essex Woodlands Health Ventures	United States

Robert D. Ulrich	Director	General Partner, Vanguard Ventures	United States

Nava Swersky Sofer	Director	Managing Director, Columbine Ventures	Israel

* The business address for each executive officer and director is c/o Sontra Medical, Inc., 58 Charles Street, Cambridge, Massachusetts 02141.

EX-99.2 4 j3189_ex99d2.htm EX-99.2 EXHIBIT 2

EXHIBIT 2

AGREEMENT AND PLAN OF REORGANIZATION

See the Agreement and Plan of Reorganization, dated as of February 27, 2002, by and among ChoiceTel Communications, Inc., CC Merger Corp. and Sontra Medical, Inc., incorporated by reference herein to the Form 8-K filed by the Company on March 5, 2002, File No. 000-23017.

EX-99.3 5 j3189_ex99d3.htm EX-99.3 EXHIBIT 3

EXHIBIT 3

FORM OF CC VOTING AGREEMENT

CC STOCK VOTING AGREEMENT

THIS STOCK VOTING AGREEMENT (“Stock Voting Agreement”) is made and entered into as of February 27, 2002 by and among Sontra Medical, Inc., a Delaware corporation (“SM”), and each of the shareholders of ChoiceTel Communications, Inc., a Minnesota corporation (“CC”), listed on Annex A and executing a counterpart signature page hereto (each, a “Holder”).

Recitals

Concurrently with the execution of this Stock Voting Agreement, SM, CC and CC Merger Corp., a Delaware corporation and a wholly-owned subsidiary of CC (“CC Sub”), have entered into an Agreement and Plan of Reorganization, dated as of February 27, 2002 (the “Merger Agreement”) providing for the merger of CC Sub with and into SM (the “Merger”). As a result of the Merger, which is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, the stockholders of SM will become shareholders of CC. Holder is the holder of record and the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) of the number of shares of the capital stock of CC indicated on the counterpart signature page of this Stock Voting Agreement (the “Shares”). As a condition to SM’s execution and delivery of the Merger Agreement, SM has requested that each Holder agree, and in consideration, and to induce the execution and delivery, of the Merger Agreement, each Holder is willing to agree (i) except as specifically permitted hereby, not to transfer or otherwise dispose of the Shares or any other shares of capital stock of CC acquired after the date of this Stock Voting Agreement and prior to the Expiration Date (as defined below) (“New Shares”) and (ii) to vote the Shares and any New Shares so as to facilitate consummation of the Merger, as more fully described below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Agreement

Section 1 No Transfer or Encumbrance of Shares. Each Holder agrees not to sell, pledge, assign, encumber, dispose of or otherwise transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law) (“transfer”) any of the Shares or any New Shares, or to make any offer or agreement relating to the transfer of Shares or New Shares at any time prior to the Expiration Date. The foregoing restrictions shall not prohibit a transfer of Shares or New Shares (i) in the case of an individual, to any member of his immediate family, to a trust for the benefit of Holder or any member of his immediate family or a transfer of Shares or New Shares upon the death of Holder, (ii) between Holders in private transactions with the prior written consent of SM (such consent not to be unreasonably withheld), or (iii) in the case of a partnership or limited liability company, to one or more partners or members or to an affiliated corporation, provided, however, that any transferee with respect to such transfer shall, as a precondition to such transfer, agree to

be bound by the terms and conditions of this Stock Voting Agreement by executing the counterpart signature page hereto. For purposes of this Stock Voting Agreement, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin. Each Holder agrees that any New Shares shall be subject to the terms and conditions of this Stock Voting Agreement to the same extent as if such shares constituted Shares.

Section 2 Termination. This Stock Voting Agreement shall expire on the earlier of (a) the Effective Time (as defined in the Merger Agreement) of the Merger and (b) the date on which the Merger Agreement shall be terminated pursuant to Section 8.01 of the Merger Agreement (the “Expiration Date”).

Section 3 Agreement to Vote Shares. Each Holder hereby agrees to appear, or cause the holder of record on any applicable record date to appear in person or by proxy for the purpose of obtaining a quorum at any annual or special meeting of shareholders of CC, and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are considered. At every meeting of the CC shareholders called with respect to any of the following, and at any adjournment thereof, and with respect to every action or approval by written consent of CC shareholders solicited with respect to any of the following, each Holder shall vote the Shares and any New Shares:

(a) in favor of adoption of the Merger Agreement and approval of the Merger and any proposal or action which would, or could reasonably be expected to, facilitate the Merger, including approval of the issuance of the shares of capital stock of CC to be issued in the Merger;

(b) against approval of any proposal made in opposition to or competition with consummation of the Merger and the Merger Agreement;

(c) against any merger, consolidation or other business combination of CC with, sale of assets or stock of CC to, or reorganization or recapitalization involving CC with, any party other than SM as contemplated by the Merger Agreement;

(d) against any liquidation, or winding up of CC; and

(e) against any other proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage the Merger (each of (b) through (e) collectively, an “Opposing Proposal”).

Each Holder of Shares, as the holder of voting stock of CC, shall be present, in person or by proxy, at all meetings of shareholders of CC so that all Shares and New Shares are counted for the purposes of determining the presence of a quorum at such meetings. The provisions of this Stock Voting Agreement are intended to bind the Holders only with respect to the specific matters set forth herein, and shall not prohibit any Holder from acting in accordance with any fiduciary duties of such Holder as an officer or director of CC.

Section 4 Representations, Warranties and Covenants of Each Holder. Each Holder hereby represents, warrants and covenants to SM as follows:

(a) Ownership of Shares. Holder (i) is the holder of record and beneficial owner of the Shares and will be the holder of record and beneficial owner of all New Shares, if any, which at the date hereof and at all times until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances that would interfere with the voting of the Shares or the granting of any proxy with respect thereto, (ii) does not beneficially own any shares of capital stock of CC other than the Shares (except to the extent that Holder currently disclaims beneficial ownership in accordance with applicable law) and (iii) has full power and authority to make, enter into, deliver and carry out the terms of this Stock Voting Agreement.

(b) No Voting Trusts and Agreements. Between the date of this Agreement and the Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, deposit any Shares or New Shares held by Holder or such entity in a voting trust or subject any Shares or New Shares held by such Holder or such entity to any arrangement or agreement with respect to the voting of such shares of capital stock, other than agreements contemplated by the Merger Agreement (including, without limitation, that certain Voting Agreement to be executed by and among Michael Wigley, Gary S. Kohler and certain stockholders of SM providing for the election of Messrs. Wigley and Kohler to the Board of Directors of CC).

(c) Validity; No Conflict. This Stock Voting Agreement constitutes the legal, valid and binding obligation of Holder. Neither the execution of this Stock Voting Agreement by Holder nor the consummation of the transactions contemplated herein will violate or result in a breach of (i) any provision of any trust, charter, partnership agreement or other charter document applicable to Holder, (ii) any agreement to which Holder is a party or by which Holder is bound, (iii) any decree, judgment or order to which Holder is subject, or (iv) any law or regulation now in effect applicable to Holder.

(d) No Proxy Solicitations. Subject to the last sentence of Section 2, between the date of this Agreement and the Expiration Date, Holder will not, and will not permit any entity under Holder’s control, to (i) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action which would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (ii) initiate a shareholders’ vote or action by written consent of shareholders without a meeting with respect to an Opposing Proposal or (iii) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of CC with respect to an Opposing Proposal.

Section 5 Representations, Warranties and Covenants of SM. SM represents, warrants and covenants to the Holders as follows:

(a) Due Authorization. This Stock Voting Agreement has been authorized by all necessary corporate action on the part of SM and has been duly executed by a duly authorized officer of SM.

(b) Validity; No Conflict. This Stock Voting Agreement constitutes the legal, valid and binding obligation of SM. Neither the execution of this Stock Voting Agreement by SM nor the consummation of the transactions contemplated herein will violate or result in a breach of (i) any agreement to which SM is a party or by which SM is bound, (ii) any decree, judgment or order to which SM is subject, or (iii) any law or regulation now in effect applicable to SM.

Section 6 Additional Documents. SM and each Holder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of SM’s or such Holder’s legal counsel, as the case may be, to carry out the intent of this Stock Voting Agreement.

Section 7 Consent and Waiver. Each Holder hereby gives any consent or waiver reasonably required for the consummation of the Merger under the terms of any agreement to which such Holder is a party.

Section 8 Termination. Notwithstanding any other provision contained herein, this Stock Voting Agreement and all obligations of the Holders hereunder shall terminate as of the Expiration Date.

Section 9 No Solicitation.

(a) Until the Expiration Date, no Holder will, directly or indirectly, (i) solicit, initiate, encourage or induce the making, submission or announcement of any CC Takeover Proposal (as defined below), (ii) participate in any discussions or negotiations with any person regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiry or proposal that constitutes or may reasonably be expected to lead to, any CC Takeover Proposal, (iii) authorize, approve or recommend any CC Takeover Proposal, or (iv) enter into any letter of intent or similar document or any contract, agreement or commitment accepting or providing for any CC Takeover Proposal.

(b) Each Holder will immediately cease and cause to be terminated any and all existing discussions, negotiations, exchanges of information and other activities with respect to any CC Takeover Proposal. For purposes of this Agreement, “CC Takeover Proposal” means any offer or proposal for, or any indication of interest in, a merger or other business combination involving CC or the acquisition of twenty percent (20%) or more of the outstanding shares of capital stock of CC, or all or substantially all of the assets of CC or any asset of CC, the absence of which would materially diminish the value of the Merger to SM or the benefits expected by SM to be realized from the Merger (other than the transactions contemplated by the Merger Agreement), or any transaction in

which the shareholders of CC immediately prior to the transaction hold less than a majority of the outstanding capital stock of CC immediately following such transaction, or any other transaction inconsistent with consummation of the transactions contemplated by the Merger Agreement.

Section 10 Confidentiality. Each Holder agrees (i) to hold any information regarding this Agreement and the Merger in strict confidence and (ii) not to divulge any such information to any third person, except to the extent any of the same is hereafter publicly disclosed by SM.

Section 11 Miscellaneous.

(a) Severability. If any term, provision, covenant or restriction of this Stock Voting Agreement (i) is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, or (ii) would preclude the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, such term, provision, covenant or restriction shall be modified or voided, as may be necessary to achieve the intent of the parties to the extent possible, and the remainder of the terms, provisions, covenants and restrictions of this Stock Voting Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(b) Binding Effect and Assignment. This Stock Voting Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Stock Voting Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties hereto without the prior written consent of the other, and any attempted assignment thereof without such consent shall be null and void.

(c) Amendments and Modifications. This Stock Voting Agreement may not be modified, amended, altered or supplemented prior to the Merger except upon the execution and delivery of a written agreement executed by SM and a two-thirds majority in interest of the Holders.

(d) Specific Performance: Injunctive Relief. The parties hereto acknowledge that CC will be irreparably harmed by a breach of any of the covenants or agreements of the Holders set forth herein and that there will be no adequate remedy at law for such a breach. Therefore, it is agreed that, in addition to any other remedies which may be available to SM upon such breach, SM shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to it at law or in equity.

(e) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by commercial overnight courier service, by confirmed telecopy, or sent by mail (registered or certified mail, postage prepaid, return receipt requested), to the respective parties as follows:

If to SM:		Sontra Medical, Inc.
		58 Charles Street
		Cambridge, Massachusetts 02141-2128
		Tel: (617) 494-5337
		Fax: (617) 494-5950
		Attn: James R. McNab, Jr., Chief Executive Officer

		with a copy to:

		Testa, Hurwitz & Thibeault, LLP
		125 High Street
		Boston, Massachusetts 02110
		Tel: (617) 248-7000
		Fax: (617) 248-7100
		Attn: Lawrence S. Wittenberg, Esq.

If to a Holder:		To the address for notice set forth on the last page hereof.

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

(f) Governing Law. This Stock Voting Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. Each party hereto irrevocably and unconditionally consents and submits to the jurisdiction of the courts of the State of Delaware and of the United States of America located in the State of Delaware for any actions, suits or proceedings arising out of or relating to this agreement and the transactions contemplated hereby.

(g) Entire Agreement. This Stock Voting Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

(h) Counterparts. This Stock Voting Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

(i) Effect of Headings. The section headings contained herein are for convenience only and shall not affect the construction or interpretation of this Stock Voting Agreement.

(j) Holder Capacity. Notwithstanding anything herein to the contrary, no person executing this Agreement who is, or becomes during the term hereof, a director of CC makes any agreement or understanding herein in his or her capacity as such director, and the agreements set forth herein shall in no way restrict any director in the exercise of his or her fiduciary duties as a director of CC. Each Holder has executed this Agreement

solely in his or her capacity as the record or beneficial holder of such Holder’s Shares or as the trustee of a trust whose beneficiaries are the beneficial owners of such Holder’s Shares.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have caused this Stock Voting Agreement to be duly executed on the day and year first above written.

	SONTRA MEDICAL, INC.

	By:
	Name:	James R. McNab, Jr.
	Title:	President and Chief Executive Officer

COUNTERPART SIGNATURE PAGE TO STOCK VOTING AGREEMENT

DATED AS OF FEBRUARY 27, 2002

BY AND AMONG

SONTRA MEDICAL, INC., AND EACH HOLDER SET FORTH ON ANNEX A THERETO

The undersigned hereby executes and delivers the Stock Voting Agreement to which this counterpart signature page is attached, effective as of the date of the Stock Voting Agreement, which Stock Voting Agreement and counterpart signature page, together with all counterparts of such Stock Voting Agreement and signature pages of the other Holders named in such Stock Voting Agreement, shall constitute one and the same document in accordance with the terms of the Stock Voting Agreement.


	HOLDER

	By:

	Holder’s Address for Notice:




	Number of Shares owned beneficially:


	Number of Shares owned of record (if different from above):

EX-99.4 6 j3189_ex99d4.htm EX-99.4 EXHIBIT 4

EXHIBIT 4

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

EXECUTED this 11th day of March, 2002.

	SONTRA MEDICAL, INC.

	By:	/s/ James R. McNab, Jr.
	Name:	James R. McNab, Jr.
	Title:	President and Chief Executive Officer

		/s/ Gary S. Kohler
	Gary S. Kohler

		/s/ Michael Wigley
	Michael Wigley

		/s/ Jeffrey R. Paletz
	Jeffrey R. Paletz

		/s/ Jack S. Kohler
	Jack S. Kohler

		/s/ Andrew Redleaf
	Andrew Redleaf

EX-99.5 7 j3189_ex99d5.htm EX-99.5 EXHIBIT 5

EXHIBIT 5

TRANSACTIONS BY REPORTING PERSONS IN

COMPANY COMMON STOCK DURING THE PAST 60 DAYS

Wigley has acquired direct and/or indirect beneficial ownership of the Company Common Stock in the following open market transactions:

Date	No. of Shares	Price
03/01/02	1,000	$2.00
03/01/02	7,625	$1.98
03/01/02	2,000	$1.93
03/01/02	10,900	$1.90
03/04/02	2,000	$1.95
03/04/02	4,000	$1.93
03/04/02	1,000	$1.91
03/07/02	3,000	$1.67