CUSIP No. 834156101
The Reporting Persons expressly retain their rights to further modify
their plans with respect to the transactions described in this Amendment No. 7
or Prior Schedules and, depending upon their further investigation of the Issuer
and market conditions, to formulate different plans and proposals which could
result in the occurrence of any other actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D, subject to applicable laws and regulations.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons hereby disclose their beneficial ownership of
the Issuer as follows:
(i) 83,127,191 shares of Common Stock;
(ii) Currently exercisable Warrant to purchase up to 507,247
shares of Common Stock at an exercise price of $0.69 per share;
(iii) currently exercisable Warrant to purchase up to 405,264
shares of Common Stock at an exercise price of $0.57 per share;
(iv) currently exercisable Warrant to purchase up to 1,105,264
shares of Common Stock at an exercise price of $0.57 per share;
(v) currently exercisable Series A Warrants to purchase up to
4,347,826 shares of Common Stock at an exercise price of $0.15 per
share;
(vi) currently exercisable Series B Warrants to purchase up to
13,090,261 shares of Common Stock at an exercise price of $0.15 per
share; and
(vii) currently exercisable Series C Warrants to purchase up
to 23,151,136 shares of Common Stock at an exercise price of $0.15 per
share (collectively, the "Quercus Securities").
In accordance with Rule 13D, the Reporting Persons are deemed
beneficial owners of the Quercus Securities, accounting for a total of
125,696,689 shares of Common Stock and 54.1% of the sum of (A) the total
outstanding shares of Common Stock as reported by the Issuer on its Form 10-K
filed with the SEC on January 12, 2010, (B) the shares of Common Stock issued in
connection with the Conversion Agreement on January 7, 2010 and (iii) giving
dilutive effect to the exercise of all of the Warrants held by the Reporting
Persons.
(b) The Reporting Persons have shared voting and dispositive power with
respect to the Quercus Securities. Each of David Gelbaum and Monica Chavez
Gelbaum, acting alone, has the power to exercise voting and investment control
over the shares of Common Stock owned by the Trust.
(c) On January 7, 2010, pursuant to the Conversion Agreement, the
Reporting Persons converted their Series A Note into 16,239,546 shares of Common
Stock and Series B Note into 44,282,709 shares of Common Stock, both at a
conversion price of $0.15 per share. Further, pursuant to the Warrant Amendment,
the exercise price of the Reporting Persons' Series A, Series B and Series C
Warrants was reduced to $0.15 per share.
(d) Not applicable.
(e) Not applicable.
|