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) 01/25/2013 |
3. Issuer Name and Ticker or Trading Symbol
SCIVANTA MEDICAL CORP [ SCVM.PK ] |
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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 | 3,074,239 | I(1) | By Zanett Opportunity Fund, Ltd. |
Common Stock | 4,545,455 | 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 | ||||
8% Convertible Debenture due 2014 | 05/23/2011(2) | (3) | Common Stock | 3,333,333 | $0.03 | I(1) | By Zanett Opportunity Fund, Ltd. |
8% Convertible Debenture due 2015 | 08/15/2012(2) | (4) | Common Stock | 2,500,000 | $0.04 | I(1) | By Zanett Opportunity Fund, Ltd. |
Explanation of Responses: |
1. Zanett Opportunity Fund, Ltd. (the "Fund") owns the reported securities directly. Zachary McAdoo may be deemed to have an indirect interest in these securities in his capacity as President and owner of McAdoo Capital, Inc., the investment manager of the Fund. Mr. McAdoo disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the reporting of these securities by him shall not be deemed to be an admission that Mr. McAdoo has beneficial ownership of such securities for purposes of Section 16 of the Exchange Act of 1934, or for any other purposes. |
2. The terms of the debenture include a provision that prevents the Fund from converting the debenture into shares of Common Stock if the Fund owns more than 4.99% of the outstanding shares of Common Stock (an "Ownership Blocker"). |
3. The Fund may convert the debenture at any time to shares of Common Stock of the issuer at $0.03 per share, subject to an Ownership Blocker. The debenture matures on May 20, 2014, however, in the event that the reported securities are not repaid, they remain exercisable. |
4. The Fund may convert the debenture at any time to shares of Common Stock of the issuer at $0.04 per share, subject to an Ownership Blocker. The debenture matures on August 15, 2015, however, in the event that the reported securities are not repaid, they remain exercisable. |
/s/ Zachary McAdoo | 02/04/2013 | |
** 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. |