234,491 Insider ownership from last 10K
Title of Class
Name of Beneficial Owner
Amount and Nature of BeneficialOwnership
Percent of Total
Voting Stock
Common Stock
M.A.G. Capital LLC (1)
138,872
1
138,872
9.99%
Common Stock
George Jeff Mennen
33,672
2
Common Stock
George Jeff Mennen
3,333
37,005
2.5%
Common Stock
Robert J. Simmons
33,672
2
Common Stock
Robert J. Simmons
1,666
35,338
2.3%
Common Stock
Don L. Arnwine
33,672
2
Common Stock
Don L. Arnwine
1,000
34,672
2.3%
Common Stock
Richard J. Swanson
32,672
2
Common Stock
Richard J. Swanson
2,000
34,672
2.3%
Common Stock
Anthony L. Alibrio, Sr.
23,672
2
23,672
1.6%
Common Stock
Alan E. Zeffer
50,000
2
Common Stock
Alan E. Zeffer
10,950
60,950
4.0%
Common Stock
Deborah J. Bills
8,182
8,182
0.5%
Common Stock
Total Executive Officers & Directors
207,336 2
as a group (7 persons)
27,131
234,491
15.5%
_____________________
1M.A.G. Capital, LLC and certain of its affiliates (collectively, "MAG") have acquired from the Company 30,000 shares of the Corporation's Series B Convertible Preferred Stock, $0.01 par value per share (the "Series B Preferred"), and common stock purchase warrants to purchase up to 1,950,000 shares of the Company's Common Stock (the "Warrant Shares"). Pursuant to the terms of the Subscription Agreement for such securities, the number of shares of Common Stock that MAG may acquire upon (a) conversion of the shares of the Series B Preferred and (b) exercise of the Warrant Shares at any time is subject to limitation so that the aggregate number of shares of common stock, of which MAG and all persons affiliated with MAG have beneficial ownership (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended), does not at any time exceed 9.99% of the Company's then outstanding common stock. MAG's address is 555 South Flower Street, Suite 4200, Los Angeles, California 90071.
2Represents shares to be issued upon exercise of options to purchase common stock granted under our Omnibus Equity Compensation Plan.
30
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information about the securities authorized for issuance under our equity compensation plans as of June 30, 2006.
Equity Compensation Plan Information
Plan Category
Number of securities to be issued
upon exercise of outstanding
options,
warrants and rights
Weighted-average exercise price of
outstanding options, warrants and
rights
Number of securities remaining available
for future issuance under equity
compensation plans
Equity compensation plans
approved by shareholders
406,961
$2.07
-
Equity compensation plans not approved by shareholders
-
-
-
Total
406,961
$2.07
-
The equity compensation plans approved by our shareholders consists solely of our Omnibus Equity Compensation Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended June 30, 2006, we received consulting services from Healthcare Alliance, Inc. ("Alliance"), a company 60% owned by Robert J. Simmons, one of our directors and sales consulting services from SMS, a company 100% owned by Robert J. Simmons, JR, the son of our director Robert J. Simmons.
We engaged Alliance to assist us in marketing our products with the express purpose of negotiating and executing a purchase agreement with various healthcare group-purchasing organizations. We paid Alliance $21,000 during the fiscal year ended June 30, 2006, for its services. As of January 30, 2006, we have cancelled our consulting service with Alliance. We believe that the terms for the purchase of services from Alliance were no less favorable to the Company than could have been obtained from an unaffiliated party.
We engaged SMS to assist us in the sales process with the purpose of negotiating and executing purchase agreements within the Healthcare Markets. We paid SMS $166,860 during the fiscal year ended June 30, 2006, for its services. This agreement expired August 1, 2006 and we renewed the agreement for another one-year term. We believe that the terms for the purchase of services from SMS were no less favorable to the Company than could have been obtained from an unaffiliated party.
