FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ULTRASTRIP SYSTEMS INC [ None ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/1999 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/01/1999 | P | 25,000 | A | $2 | 25,000 | D | |||
Common Stock | 08/16/2000 | G | 200,000 | A | (1) | 300,000(2) | D | |||
Series B Redeemable Convertible Cumulative Preferred Stock | 08/16/2000 | P | 200 | A | $2,500 | 200(3) | D | |||
Common Stock | 01/01/2001 | A | 100,000 | A | $2.88 | 400,000 | D | |||
Common Stock | 02/28/2001 | G | 200,000 | A | (1) | 600,000 | D | |||
Common Stock | 08/09/2001 | P | 83,333 | A | $3 | 683,333 | D | |||
Common Stock | 11/15/2002 | P | 45,000 | A | $2 | 45,000 | I | By Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Options | $7.5(4) | 08/15/1999 | A | 50,000 | 08/15/1999 | 08/15/2002 | Common Stock | 50,000 | $0 | 50,000(4) | D | ||||
Employee Stock Options | $3 | 01/01/2001 | A | 500,000 | 01/01/2001 | 12/31/2005 | Common Stock | 500,000 | $0 | 500,000 | D | ||||
Employee Stock Options | $3 | 01/01/2001 | A | 1,500,000 | (5) | (5) | Common Stock | 1,500,000 | $0 | 1,500,000 | D | ||||
Employee Stock Options | $3 | 02/28/2001 | A | 1,000,000 | 02/28/2001 | 06/30/2007 | Common Stock | 1,000,000 | $0 | 1,000,000 | D | ||||
Employee Stock Options | $5 | 12/20/2001 | A | 50,000 | (6) | 12/20/2011 | Common Stock | 50,000 | $0 | 50,000 | D | ||||
Common Stock Warrants | (7) | 06/06/2003 | P | 40,000 | 06/06/2003 | 06/30/2008 | Common Stock | 40,000 | $1 | 40,000 | D |
Explanation of Responses: |
1. The Issuer's common stock is not listed on any public exchange or established trading market. The market value of the Issuer's common stock can only be computed by reference to the price at which the common stock was sold by the Issuer at the most recent sale of common stock prior to the determination date. |
2. As a result of a 4-for-1 stock split of the Issuer's shares on 11/15/1999, the Reporting Person acquired an additional 75,000 shares. |
3. Each share of Series B preferred stock is convertible into 835 shares of the Issuer's common stock. |
4. As a result of a 4-for-1 stock split of the Issuer's shares on 11/15/1999, this option was converted to an option covering 200,000 shares with an exercise price of $1.88 per share. |
5. Options will vest in the event the Issuer meets certain specified earnings performance targets. |
6. Options vest as follows: 33% on 12/20/2002, 33% on 12/20/2003 and 33% on 12/20/2004. |
7. The initial exercise price for these warrants is $0.60 per share, subject to an adjustment upon the distribution of shares of common stock or convertible securities in which the Company receives net cash proceeds in excess of $5,000,000 where the common stock sales price is less than $1.60 per share ("trigger event"). In such event, the warrant exercise price of $0.60 will be reduced to the trigger event common stock price per share, but in no event will the exercise price be less than $0.00 per share. |
/s/ Robert O. Baratta | 10/27/2003 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |