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) 06/21/2005 |
3. Issuer Name and Ticker or Trading Symbol
PERFECTDATA CORP [ perf ] |
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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 | 8,000 | I | See Notes 1, 2, 3 and 4(1)(2)(3)(4) |
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 | ||||
Series A Convertible Preferred Stock | 04/19/2005 | (9) | Common Stock | 278,104 | (5) | D(1)(2)(3)(6) | |
Series B Convertible Preferred Stock | 06/21/2005 | (9) | Common Stock | 2,286,600 | (7) | I | See Notes 1, 2, 3 and 8(1)(2)(3)(8) |
Warrants | 06/21/2005 | 06/20/2009 | Common Stock | 571,650 | $1,968 | I | See Notes 1, 2, 3 and 8(1)(2)(3)(8) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The reporting persons are Steven L. Martin, Slater Capital Management, L.L.C., a Delaware limited liability company ("SCM"), Slater Asset Management, L.L.C., a Delaware limited liability company ("SAM"), Slater Equity Partners, L.P., a Delaware limited partnership (the "Partnership") and Slater Equity Partners Offshore Fund Ltd., a Cayman Islands exempt company (the "Offshore Fund"). Mr. Martin is the Manager and controlling owner of SAM and SCM. SAM is the general partner of the Partnership, of which SCM is the investment adviser. SCM is also the investment adviser to the Offshore Fund and another client account. |
2. Mr. Martin, SCM and SAM are filing this Form 3 jointly and constitute a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended (the "1934 Act"), but disclaim membership in a group with any other person. |
3. Each of the Partnership and the Offshore Fund is filing this Form 3 jointly with the other reporting persons, but not as a member of a group, and each expressly disclaims membership in a group. In addition, the filing of this Form 3 on behalf of the Partnership or the Offshore Fund should not be construed as an admission that either of them is, and each of them disclaims that it is, the beneficial owner, as defined in Rule 13d-3 under the 1934 Act, of any of the securities covered by this Form 3. |
4. These securities are directly beneficially owned by Mr. Martin's wife and indirectly beneficially owned by him. |
5. This zero is a placeholder only that is required by the EDGAR system. The Series A Preferred Stock is convertible into Common Stock is at a ratio of 48.1115 shares of Common Stock for each share of Series A Convertible Preferred Stock. |
6. These securities are directly beneficially owned by Mr. Martin. |
7. This zero is a placeholder only that is required by the EDGAR system. The Series B Preferred Stock is convertible into Common Stock is at a ratio of 1,000 shares of Common Stock for each share of Series B Convertible Preferred Stock. |
8. These securities are held directly by the Partnership, the Offshore Fund, and another client account of which SCM serves as investment adviser on accounts for the benefit of the investors in those funds. |
9. No expiration date |
Steven L. Martin | 07/12/2005 | |
Slater Capital Management, L.L.C. by Steven L. Martin, Manager | 07/12/2005 | |
Slater Asset Management, L.L.C. by Steven L. Martin, Manager | 07/12/2005 | |
Slater Equity Partners, L.P. by Slater Asset Management, L.L.C., General Partner by Steven L. Martin, Manager | 07/12/2005 | |
Slater Equity Partners Offshore Fund Ltd. by Slater Capital Management, L.L.C., Attorney-in-fact by Steven L. Martin, Manager | 07/12/2005 | |
** 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. |