FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/31/2003 |
3. Issuer Name and Ticker or Trading Symbol
MEDICAL NUTRITION USA INC [ MDNU ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 100 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Promissory Note | 07/31/2003 | 07/31/2006 | Common Stock | 886,666 | (1) | I | See Footnotes(3)(4) |
Common Stock Warrants (right to buy) | 07/31/2003 | 07/31/2006 | Common Stock | 886,666 | $0.75 | I | See Footnotes(3)(4) |
Convertible Promissory Note | 07/31/2003 | 07/31/2006 | Common Stock | 400,000 | (2) | D | |
Common Stock Warrants (right to buy) | 07/31/2003 | 07/31/2006 | Common Stock | 400,000 | $0.75 | D |
Explanation of Responses: |
1. This convertible promissory note in the principal amount of $665,000 is convertible at the option of the holder, at any time prior to the maturity date of the note, into shares of the Issuer's common stock at a conversion price per share equal to $.75, subject to adjustment. |
2. This convertible promissory note in the principal amount of $300,000 is convertible at the option of the holder, at any time prior to the maturity date of the note, into shares of the Issuer's common stock at a conversion price per share equal to $.75, subject to adjustment. |
3. These securities are held for the account of MHR Capital Partners LP, a Delaware limited partnership ("Capital Partners"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Capital Partners. The Reporting Person is the managing member of Advisors. In such capacity, the Reporting Person may be deemed to be the beneficial owner of the securities held for the account of Capital Partners. |
4. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
Remarks: |
Mark H. Rachesky, M.D. | 09/08/2004 | |
** 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 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). | ||
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. |