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
Vyteris Holdings (Nevada), Inc. [ VYHN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2005 | ||||||||||||||||||||||||||
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 | ||||||
11.5% Senior Secured Note Maturing 08/01/2005 | 06/02/2005 | P | 750,000(1) | A | $750,000 | $750,000 | I | See Notes(2)(3) | ||
11.5% Senior Secured Notes Maturing 08/01/2005 | 06/02/2005 | P | 75,000(1) | A | $75,000 | $75,000 | I | See Notes(3)(4) | ||
11.5% Senior Secured Note Maturing 08/01/2005 | 06/02/2005 | P | 37,500(1) | A | $37,500 | $37,500 | I | See Notes(3)(5) | ||
11.5% Senior Secured Noets Maturing 08/01/2005 | 06/02/2005 | P | 50,000(1) | A | $50,000 | $50,000 | I | See Notes(3)(6) | ||
11.5% Senior Secured Notes Maturing 08/01/2005 | 06/02/2005 | P | 87,500(1) | A | $87,500 | $87,500 | I | See Notes(3)(7) |
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 | ||||||||
Warrants | $4(8) | 06/02/2005 | P | 9,375 | 06/02/2005 | 06/02/2010 | Common Stock | 9,375 | (8) | 9,375 | I | See Notes(2)(3) | |||
Warrants | $4(8) | 06/02/2005 | P | 938 | 06/02/2005 | 06/02/2010 | Common Stock | 938 | (8) | 938 | I | See Notes(3)(4) | |||
Warrants | $4(8) | 06/02/2005 | P | 469 | 06/02/2005 | 06/02/2010 | Common Stock | 469 | (8) | 469 | I | See Notes(3)(5) | |||
Warrants | $4(8) | 06/02/2005 | P | 625 | 06/02/2005 | 06/02/2010 | Common Stock | 625 | (8) | 625 | I | See Notes(3)(6) | |||
Warrants | $4(8) | 06/02/2005 | P | 1,094 | 06/02/2005 | 06/02/2010 | Common Stock | 1,094 | (8) | 1,094 | I | See Notes(3)(7) |
Explanation of Responses: |
1. Represents the dollar amounts of the Notes. The Notes, by themselves, are not equity securities (as they are not convertible) but have been provided in Table I of this Form 4 because they were issued in connection with the warrants listed in Table II, which are subject to the filing requirements of Section 16(a) of the Securities Exchange Act of 1934. |
2. Holdings of Spencer Trask Specialty Group, LLC, a Delaware limited liability company ("STSG"), of which the Reporting Person is the principal owner and non-member manager. |
3. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
4. Holdings of Spencer Trask Private Equity Fund I LP, a Delaware limited partnership ("Fund I"). Spencer Trask & Co., a Delaware corporation of which the Reporting Person is the sole stockholder and chairman ("ST&Co."), is the sole owner of the general partner of Fund I. |
5. Holdings of Spencer Trask Private Equity Fund II LP, a Delaware limited partnership ("Fund II"). ST&Co. is the sole owner of the general partner of Fund II. |
6. Holdings of Spencer Trask Private Equity Accredited Fund III LLC, a New York limited liability company ("Fund III"). ST&Co. is the sole owner of the manager of Fund III. |
7. Holdings of Spencer Trask Illumination Fund LLC, a New York limited liability company ("Illumination"). ST&Co. is the sole owner of the manager of Illumination. |
8. Warrants were received in partial consideration for the extension of credit to the Issuer under a working capital credit facility (the "Credit Facility"). Under the terms of the Credit Facility: additional warrants will be issued if the outstanding balance under the Credit Facility is not repaid in full before July 2, 2005; and additional warrants will be issued and the exercise price of the warrants will be adjusted to $3.58 per share if the outstanding balance under the Credit Facility is not repaid in full on or before August 1, 2005. |
/s/ Kevin B. Kimberlin | 06/20/2005 | |
** 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 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. |