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) 03/28/2006 |
3. Issuer Name and Ticker or Trading Symbol
PECO II INC [ PIII ] |
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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 | 3,470,235 | D(1) | |
Common Stock | 1,270,140 | D(2)(3) |
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 | ||||
Common Stock warrants (right to buy) | 03/28/2006 | 09/28/2008 | Common Stock | 9,463,513(4) | $2 | D | |
Common Stock warrants (right to buy) | 03/28/2006 | 09/28/2008 | Common Stock | 3,464,784(5)(6) | $2 | D |
Explanation of Responses: |
1. Shares issued to Delta Products Corporation ("DPC") pursuant to an asset purchase agreement between the Issuer and DPC, dated October 13, 2005 (the "Asset Purchase Agreement"). On March 28, 2006 (the "Closing"), shares were transferred from DPC to Delta International Holding Ltd. ("DIH"), the Reporting Person. |
2. Shares issued to Delta Electronics, Inc. ("DEI") pursuant to the Asset Purchase Agreement. At Closing, shares were transferred from DEI to DIH. |
3. Upon Closing, DIH was the beneficial owner of 4,740,375 shares of Common Stock. |
4. Warrant to purchase shares of Common Stock issued to DPC pursuant to the Asset Purchase Agreement. At Closing, the warrant was transferred from DPC to DIH. |
5. Warrant to purchase shares of Common Stock issued to DEI pursuant to the Asset Purchase Agreement. At Closing, the warrant was transferred from DEI to DIH. |
6. Upon Closing, DIH was the beneficial owner of a warrant to purchase approximately 12,928,297 shares of Common Stock. The final number of shares of Common Stock to be issued to DIH upon exercise of the warrant will be the number of shares that, when aggregated with the 4,740,375 shares already held by DIH, will represent 45% of the issued and outstanding shares of PECO II, Inc. capital stock, measured as of the date five business days prior to the exercise of the warrant. |
/s/ Albert Chang | 04/06/2006 | |
** 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. |