The shares of Common Stock deemed to be beneficially owned by Mr. McGusty were acquired for, and are being held for, investment purposes. The shares of Common Stock were acquired for the purpose of acquiring control of the Company and seeking one or more strategic acquisitions. In connection therewith, Mr. McGusty may recommend and/or vote in favor of one or more proposals which would amend the Company's Certificate of Incorporation and for the appointment of directors.
The Reporting Person may in the future directly acquire shares of Common Stock in open market or private transactions, block purchases or otherwise. The Reporting Person may continue to hold or dispose of all or some of the securities reported herein from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, subject to compliance with applicable law. Other than as set forth herein, the Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his or its position and formulate plans or proposals with respect thereto, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on June 11, 2004, the Reporting Person was the beneficial owners, within the meaning of Rule 13d-3 under the Exchange Act, of 8,651,447 shares of Common Stock. As of June 11, 2004, these shares represented 93% of the sum of the 9,289,647 total shares of Common Stock outstanding as reported in the Company's Form 10Q for the quarterly period ended March 31, 2004.
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