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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B 12.5% Voting Cum. Conv. Part. Pref. St. | (8) | 01/25/2002 | C | 486,664 | (8) | (8) | Common Stock | 4,866,646 | $ 0 | 0 | I | By Spouse (4) | |||
| Series C Preferred Stock | (9) | 05/12/2003 | C | 2,902 | (9) | (9) | Common Stock | 145,100 | $ 0 | 0 | I | By Spouse (4) | |||
| Series D Preferred Stock | (10) | 01/12/2005 | C | 28,093 | (10) | (10) | Common Stock | 1,123,720 | $ 0 | 0 | I | By Spouse (4) | |||
| Employee Stock Option (right to buy) | $ 0.68 | 03/06/2006 | D | 150,000 | (11) | 03/31/2014 | Common Stock | 150,000 | (11) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 0.65 | 03/06/2006 | D | 100,000 | (12) | 02/28/2013 | Common Stock | 100,000 | (12) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 0.36 | 03/06/2006 | D | 500,000 | (13) | 12/20/2012 | Common Stock | 500,000 | (13) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 0.2 | 03/06/2006 | D | 150,000 | (14) | 05/21/2012 | Common Stock | 150,000 | (14) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 0.15 | 03/06/2006 | D | 500,000 | (15) | 01/04/2012 | Common Stock | 500,000 | (15) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 2.56 | 03/06/2006 | D | 286,450 | (16) | 08/13/2009 | Common Stock | 286,450 | (16) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 5.85 | 03/06/2006 | D | 325,000 | (17) | 08/13/2009 | Common Stock | 325,000 | (17) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| YIMOYINES DEAN J C/O OPTICARE HEALTH SYSTEMS, INC. 87 GRANDVIEW AVENUE WATERBURY, CT 06708 |
X | Chrmn of the Bd & Chf Ex Off | ||
| /s/ Dean J. Yimoyines | 03/08/2006 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | Disposed of pursuant to the merger agreement between the Issuer and Refac in exchange for 7,254 shares of Refac Common Stock having a market value of $8.05 per share on the effective date of the merger. |
| (2) | The reporting person's spouse converted 486,664 shares of Series B 12.5% Voting Cumulative Convertible Participating Preferred Stock ("Series B Preferred Stock") on March 6, 2006, resulting in the acquisition of 4,866,646 shares of Common Stock. Each share of Series B Preferred Stock was convertible at any time into 10 shares of Common Stock. |
| (3) | The Series B Preferred Stock accrued cumulative dividends at an annual rate of 12.5%. Pursuant to the merger agreement, the dividends ceased accruing on June 30, 2005. These accrued dividends were converted into 324,360 shares of Common Stock on March 6, 2006. |
| (4) | The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
| (5) | The reporting person's spouse converted 2,902 shares of Series C Preferred Stock on March 6, 2006, resulting in the acquisition of 145,100 shares of Common Stock. Each share of Series C Preferred Stock was convertible at any time into 50 shares of Common Stock beginning on May 19, 2003. |
| (6) | The reporting person's spouse converted 28,093 shares of Series D Preferred Stock on March 6, 2006, resulting in the acquisition of 1,123,720 shares of Common Stock. Each share of Series D Preferred Stock was convertible at any time into 40 shares of Common Stock. |
| (7) | Disposed of pursuant to the merger agreement in exchange for 262,369 shares of Refac Common Stock having a market value of $8.05 per share on the effective date of the merger. |
| (8) | Each share of the Series B Preferred Stock was convertible at any time into 10 shares of Common Stock, and had a mandatory redemption date of December 31, 2008. |
| (9) | Each share of the Series C Preferred Stock was convertible at any time into 50 shares of Common Stock beginning on May 19, 2003, and had no expiration date. |
| (10) | Each share of the Series D Preferred Stock was convertible at any time into 40 shares of Common Stock, and had no expiration date. |
| (11) | This option, which provided for vesting in four equal annual installments beginning March 31, 2005, was assumed by Refac in the merger and replaced with an option to purchase 7,080 shares of Refac Common Stock for $14.41 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac. |
| (12) | This option, which provided for vesting in four equal annual installments beginning February 28, 2004, was assumed by Refac in the merger and replaced with an option to purchase 4,720 shares of Refac Common Stock for $13.77 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac. |
| (13) | This non-qualified stock option, which has completely vested, was assumed by Refac in the merger and replaced with an option to purchase 23,600 shares of Refac Common Stock for $7.63 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac. |
| (14) | The option to purchase 150,000 shares consisted of 125,000 incentive stock option shares and 25,000 non-qualified stock option shares. These options, which provided for vesting in four equal annual installments beginning May 21, 2003, were assumed by Refac in the merger and replaced with options to purchase 7,080 shares of Refac Common Stock for $4.24 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac. |
| (15) | This option, which has completely vested, was assumed by Refac in the merger and replaced with an option to purchase 23,600 shares of Refac Common Stock for $3.18 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac. |
| (16) | This option, which has completely vested, was assumed by Refac in the merger and replaced with an option to purchase 13,520 shares of Refac Common Stock for $54.24 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac. |
| (17) | This option, which has completely vested, was assumed by Refac in the merger and replaced with an option to purchase 15,340 shares of Refac Common Stock for $123.94 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac. |