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
IMCOR PHARMACEUTICAL CO [ ICPHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/20/2004 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock, par value $0.001 per share(4) | 04/20/2004 | S | 11,300 | D | $0.9174 | 2,133,728 | I | See footnote 1(1) |
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 | ||||||||
Put (right to sell)(4) | $1 | 04/20/2004 | P | 11,300(2)(3) | (2)(3) | 06/18/2005 | Common Stock | 11,300 | (2)(3) | 1,611,989 | I | See footnote 1(1) |
Explanation of Responses: |
1. On April 20, 2004, Xmark Fund, L.P., a Delaware limited partnership ("Xmark LP"), and Xmark Fund, Ltd., a Cayman Islands corporation ("Xmark Ltd."), respectively, sold 3,373 and 7,927 shares (collectively, the "April 20 Shares") of Common Stock, par value $0.001 per share (the "Common Stock"), of IMCOR Pharmaceutical Co., a Nevada corporation formerly known as Photogen Technologies, Inc. (the "Company"). The reporting person is Xmark Asset Management, LLC ("XAM"), a New York limited liability company, which is the investment manager for each of Xmark LP and Xmark Ltd. In such capacity, XAM possesses the power to vote and direct the disposition of all securities held by Xmark LP and Xmark Ltd. XAM is also the investment manager for Brown Simpson Partners I Ltd. ("BSP"). BSP owns 521,739 shares of Common Stock. |
2. In consideration for Xmark LP and Xmark Ltd. each agreeing to extend the period during which it would refrain from exercising its rights and remedies as a secured creditor of Alliance Pharmaceutical Corp. ("Alliance"), the Company granted to each of Xmark LP and Xmark Ltd. the right to put to the Company, at a purchase price of $1.00 per share, all shares of Common Stock acquired by it pursuant to (i) that certain Standstill and Make Whole Agreement, dated as of December 30, 2002, by and among the Company, Xmark LP, Xmark Ltd., and Alliance and (ii) that certain Going Forward Agreement, dated as of May 2, 2003 and amended on August 18, 2003 and on March 25, 2004, by and among the Company, Xmark LP and Xmark Ltd (the "Going Forward Agreement"). |
3. Each of Xmark LP and Xmark Ltd. presently has the right to require the Company to purchase the shares of Common Stock currently owned by it at a per share purchase price of $1.00 on the terms and conditions set forth in the Going Forward Agreement. As a result of the disposition of the April 15 Shares, the aggregate number of shares of Common Stock that Xmark LP and Xmark Ltd., collectively, have the right to require the Company to purchase has been reduced from 1,623,289 shares to 1,611,989 shares. |
4. XAM's interest in the securities reported herein, and in all prior filings with respect to the Company, is limited to its pecuniary interest in Xmark LP, Xmark Ltd., and BSP, if any. |
/s/ Mitchell D. Kaye, Manager of Xmark Asset Management, LLC | 04/21/2004 | |
** 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 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. |