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(f) of the Investment Company Act of 1940
/ / Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
/ / Form 3 Holdings Reported
/ / Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Rosen Michael N.
(Last) (First) (Middle)
c/o Robinson Silverman Pearce Aronsohn & Berman
1290 Avenue of the Americas
New York New York 10104
(City) (State) (Zip)
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3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
2/1/97
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
/x/ Director / / 10% Owner / / Officer (give title below) / / Other (Specify below)
7. Individual or Joint/Group Filing (Check applicable line)
/X/ Form Filed by one Reporting Person / / Form Filed by more than one Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount of
Securi-
ties
Bene-
ficially
4. Securities Acquired (A) Owned at 6. Owner-
2. Trans- or Disposed of (D) End of ship
action 3. Trans- (Instr. 3, 4 and 5) Issuer's Form: 7. Nature of
Date action --------------------------- Fiscal (D) or Indirect
Month/ Code (A) Year Indirect Beneficial
1. Title of Security Day/ (Instr. Amount or Price (Instr. (I) Ownership
(Instr.3) Year) 8) (D) 3 and 4) (Instr. 4) (Instr. 4)
- ----------------------------- --------- ---------- -------- --- -------- ------------ ------------- -------------
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* If the form is filed by more than one Reporting Person, see Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
(e.g., puts, calls, warrants, options, convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- ative Securities and Expiration Date
Exercise action Acquired (A) or (Month/Day/Year)
Price of Date 4. Trans- Disposed of (D) -----------------------
Deriv- (Month/ action (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ Code ----------------------- Exercis- Expiration
(Instr. 3) Security Year) (Instr. 8) A D able Date
- ---------------------------------- ----------- ---------- ------------ ----------- ----------- ---------- ----------
Stock Option (Right to Buy)(1)(2) $24.375 5/29/96(3) A 20,000 (2) 1/5/06
9. Number of 10. Ownership
Derivative of Deriv-
Securities ative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
--------------------------------- 8. Price of Owned (D) or Indirect
Amount or Derivative at End Indirect Beneficial
1. Title of Derivative Title Number of Security of Year (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
- ---------------------- -------------------- --------- ------------- ------------- -------------- --------------
Common Stock, par 20,000 -- 20,000(4) D
value $.001
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Explanation of Responses
(1) Issued pursuant to 1996 Incentive Plan.
(2) One-fourth of the options granted to the Reporting Person became
exercisable on May 29, 1996, an additional one-fourth became
exercisable on January 16, 1997, and an additional one-fourth becomes
exercisable on January 16 of each of the years 1998 and 1999.
(3) Issued January 16, 1996 subject to stockholder approval of 1996
Incentive Plan, such approval received May 29, 1996.
(4) Represents the total number of stock options (right to buy) beneficially
owned by the Reporting Person with respect to Common Stock, par value
$.001.
By: /s/ Michael N. Rosen Date: March 17, 1997
------------------------------- --------------------
**Signature of Reporting Person
Michael N. Rosen
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.