UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
OMB Number: 3235-0362
1. Name and Address of Reporting Person*
2. Issuer Name and Ticker or Trading Symbol
6. Relationship of Reporting Person(s)
(Last) (First) (Middle)
3. I.R.S. Identification Number
4. Statement for
Hammonton, NJ 08037
5. If Amendment,
7. Individual or Joint/Group Filing (Check Applicable Line)
(City) (State) (Zip)
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
4. Securities Acquired (A) or Disposed of (D)
5. Amount of
7. Nature of Indirect
Held by Arcon Corp., an affiliate
Held as security for a loan
Voting Preferred Stock
Held by Arcon Corp, an affiliate
1/ Of the total amount, 20,000 shares were exercised at a total price of $2.00, 50,000 shares were exercised at $0.315 per share, 60,000 shares were exercised at a price of $0.1575 per share, and 50,000 shares were exercised at a total price of $0.01.
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
FORM 5 (continued)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Derivative Security
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
6. Date Exercisable
7. Title and Amount of Underlying Securities
8. Price of Derivative Security
9. Number of
11. Nature of Indirect Beneficial Ownership
Amount or Number of
Common stock options
Preferred stock dividend
Held by Arcon Corp., an affiliate
Explanation of Responses:
1/ The options were granted to Mr. Amico under two separate employment agreements. Of the total amount, Mr. Amico was entitled to receive stock options; (i) for 10,000 shares for services rendered during each respective annual period ending June 30, 2001 and 2002, exercisable at a total price of $2.00 (for 20,000 shares), (ii) for 25,000 shares for services rendered during each respective annual period ending June 30, 2001 and 2002, exercisable at $0.315 per share, (iii) for 15,000 shares for services rendered during each respective period ended June 30, 1999, 2000, 2001 and 2002, exercisable at a price of $0.1575 per share, and (iv) for 50,000 shares for services during the annual period ended June 30, 2003, exercisable at a total price of $0.01. There are no expiration dates to the options. The exercise of these options were reported under a Form 4 filed by the reporting person on February 7, 2003.
2/ Arcon Corp. is the holder of 275,000 shares of voting preferred stock. The preferred stock has a stated value per share of $5.00 and an annual dividend per share equal to 5% of the stated value. Dividends are cumulative and the holder has a right during any quarter to waive any cash dividend and receive the dividend in the form of common stock at a price per share equal to 30% of the lowest private offering or trading price of the common stock. As of December 31, 2001, accrued dividends under the features of the preferred stock which have not been paid as of such date could result in the issuance of 246,731 shares of common stock to Arcon Corp. Accrued dividends for fiscal 2003 have not been determined.
By: /s/ Peter Amico
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
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