UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant | 01/28/2008 | 01/28/2011 | Common Stock | 298,296 | $ 1.76 | I | See footnote. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TOKARZ MICHAEL T 287 BOWMAN, 2ND FLOOR PURCHASE, NY 10577 |
 |  X |  |  |
Tokarz Investments, LLC 287 BOWMAN, 2ND FLOOR PURCHASE, NY 10577 |
 |  X |  |  |
TTG APPAREL LLC 287 BOWMAN, 2ND FLOOR PURCHASE, NY 10577 |
 |  X |  |  |
/s/ Michael T. Tokarz | 01/30/2008 | |
**Signature of Reporting Person | Date | |
/s/ Michael T. Tokarz, as Manager on behalf of Tokarz Investments, LLC | 01/30/2008 | |
**Signature of Reporting Person | Date | |
/s/ Michael T. Tokarz, as Manager on behalf of TTG Apparel, LLC | 01/30/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Tokarz Investments, LLC ("Tokarz Investments") acquired certain of these shares pursuant to that certain Merger Agreement dated December 18, 2006 among the Issuer, FOH Holdings, Inc. and Fred Merger Corp. (the "Merger Agreement"). Of the shares issued to Tokarz Investments under the Merger Agreement, 1,184,460 of these shares are currently being held in escrow and are subject to forfeiture during the 18 month period following the merger to satisfy claims arising as a result of Tokarz Investments' breach of any of its representations and warranties or covenants in the Merger Agreement. |
(2) | These shares are owned directly by Tokarz Investments. Michael T. Tokarz ("Tokarz") is the controlling person of Tokarz Investments and is the indirect beneficial owner of the reported securities. |
(3) | These shares are owned directly by TTG Apparel, LLC ("TTG"). Tokarz is the controlling person of TTG and is the indirect beneficial owner of the reported securities. |