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SEC 2270 Potential persons who are to respond to the collection of information
contained in this form are not required to (3-99) respond unless the form
displays a currently valid OMB control number.
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==============================
OMB APPROVAL
==============================
OMB Number: 3235-0362
UNITED STATES ==============================
SECURITIES AND EXCHANGE COMMISSION Expires: December 31, 2001
Washington, DC 20549 ==============================
Estimated average burden
FORM 5 hours per response. . . . 1.0
==============================
ANNUAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
The Commission is authorized to solicit the information required by this Form
pursuant to Sections 16(a) and 23(a) of the Securities Exchange Act of 1934,
Sections 17(a) and 20(a) of the Public Utility Holding Company Act of 1935, and
Sections 30(f) and 38 of the Investment Company Act of 1940, and the rules and
regulations thereunder.
Disclosure of information specified on this Form is mandatory, except for
disclosure of the I.R.S. identification number of the reporting person if such
person is an entity, which is voluntary. If such numbers are furnished, they
will assist the Commission in distinguishing reporting persons with similar
names and will facilitate the prompt processing of the Form. The information
will be used for the primary purpose of disclosing the transactions and holdings
of directors, officers, and beneficial owners of registered companies.
Information disclosed will be a matter of public record and available for
inspection by members of the public. The Commission can use it in investigations
or litigation involving the federal securities laws or other civil, criminal, or
regulatory statutes or provisions, as well as for referral to other governmental
authorities and self-regulatory organizations. Failure to disclose required
information may result in civil or criminal action against persons involved for
violations of the Federal securities laws and rules.
GENERAL INSTRUCTIONS
1. When Form Must Be Filed
(a) This Form must be filed on or before the 45th day after the end of the
issuer's fiscal year in accordance with Rule 16a-3(f). This Form and
any amendment is deemed filed with the Commission or the Exchange on
the date it is received by the Commission or Exchange, respectively.
See, however, Rule 16a-3(h) regarding delivery to a third party
business that guarantees delivery of the filing no later than the
specified due date.
(b) A reporting person no longer subject to Section 16 of the Securities
Exchange Act of 1934 ("Exchange Act") must check the exit box
appearing on this Form. Transactions and holdings previously reported
are not required to be included on this Form. Form 4 or Form 5
obligations may continue to be applicable. See Rule 16a-3(f); see also
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Rule 16a2(b) (transactions after termination of insider status).
(c) A separate Form shall be filed to reflect beneficial ownership of
securities of each issuer, except that a single statement shall be
filed with respect to the securities of a registered public utility
holding company and all of its subsidiary companies.
(d) If a reporting person is not an officer, director, or ten percent
holder, the person should check "other" in Item 6 (Relationship of
Reporting Person to Issuer) and describe the reason for reporting
status in the space provided.
2. Where Form Must be Filed
(a) File three copies of this Form or any amendment, at least one of which
is manually signed, with the Securities and Exchange Commission, 450
5th Street, N.W., Washington, D.C. 20549. (Note: Acknowledgment of
receipt by the Commission may be obtained by enclosing a
self-addressed stamped postcard identifying the Form or amendment
filed.) Alternatively, this Form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to ss. 232.101(b)(4) of this chapter.
(b) At the time this Form or any amendment is filed with the Commission,
file one copy with each Exchange on which any class of securities of
the issuer is registered. If the issuer has designated a single
Exchange to receive Section 16 filings, the copy shall be filed with
that Exchange only.
(c) Any person required to file this Form or amendment shall, not later
than the time the Form or amendment is transmitted for filing with the
Commission, send or deliver a copy to the person designated by the
issuer to receive the copy or, if no person is so designated, the
issuer's corporate secretary (or person performing similar functions)
in accordance with Rule 16a-3(e).
3. Class of Securities Reported
(a) (i) Persons reporting pursuant to Section 16(a) of the Exchange
Act shall include information as to transactions and holdings
required to be reported in any class of equity securities of the
issuer and the beneficial ownership at the end of the year of
that class of equity securities, even though one or more of such
classes may not be registered pursuant to Section 12 of the
Exchange Act.
(ii) Persons reporting pursuant to Section 17(a) of the Public
Utility Holding Company Act of 1935 shall include transactions
and holdings required to be reported in any class of securities
(equity or debt) of the registered holding company and any of
its subsidiary companies and the beneficial ownership at the end
of the issuer's fiscal year of that class of securities. Specify
the name of the parent or subsidiary issuing the securities.
(iii) Persons reporting pursuant to Section 30(f) of the Investment
Company Act of 1940 shall include transactions and holdings
required to be reported in any class of securities (equity or
debt) of the registered closed-end investment company (other
than "short-term paper as defined in Section 2(a)(38) of the
Investment Company Act) and the beneficial ownership at the end
of the year of that class of securities.
(b) The title of the security should clearly identify the class, even if
the issuer has only one class of securities outstanding; for example,
"Common Stock," "Class A Common Stock," "Class B Convertible Preferred
Stock," etc.
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(c) The amount of securities beneficially owned should state the face
amount of debt securities (U.S. Dollars) or the number of equity
securities, whichever is appropriate.
4. Transactions and Holdings Required to be Reported
(a) General Requirements
(i) Pursuant to Rule 16a-3(f), if not previously reported, the
following transactions, and total beneficial ownership as of the
end of the issuer's fiscal year (or an earlier date applicable
to a person ceasing to be an insider during the fiscal year) for
any class of securities in which a transaction is reported,
shall be reported:
(A) any transaction during the issuer's most recent fiscal
year that was exempt from Section 16(b) of the Act,
except: (1) any exercise or conversion of derivative
securities exempt under either ss.240.16b-3 or
ss.240.16b-6(b) (these are required to be reported on Form
4); (2) any transaction exempt from Section 16(b) of the
Act pursuant to Rule 16b3(c) of this section, which is
exempt from Section 16(a) of the Act; and (3) any
transaction exempt from Section 16 of the Act pursuant to
another Section 16(a) rule;
(B) any small acquisition or series of acquisitions in a six
month period during the issuer's fiscal year not exceeding
$10,000 in market value (see Rule 16a-6);
(C) any transactions or holdings that should have been
reported during the issuer's fiscal year on a Form 3 or
Form 4, but were not reported. The first Form 5 filing
obligation shall include all holdings and transactions
that should have been reported in each of the issuer's
last two fiscal years but were not. See Instruction 8 for
the code to identify delinquent Form 3 holdings or Form 4
transactions reported on this Form 5.
Note: A required Form 3 or Form 4 must be filed within
the time specified by this Form. Form 3 holdings or
Form 4 transactions reported on Form 5 represent
delinquent Form 3 and Form 4 filings.
(ii) Each transaction should be reported on a separate line.
Transaction codes specified in Item 8 should be used to identify
the nature of the transactions resulting in an acquisition or
disposition of a security.
(iii) Every transaction shall be reported even though acquisitions and
dispositions with respect to a class of securities are equal.
Report total beneficial ownership as of the end of the issuer's
fiscal year for all classes of securities in which a transaction
was reported.
(b) Beneficial Ownership Reported (Pecuniary Interest)
(i) Although for purposes of determining status as a ten
percent holder, a person is deemed to beneficially own
securities over which that person exercises voting or
investment control (see Rule 16a-1(a)(1)), for reporting
beneficial owner of securities if that person has or
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shares the opportunity, directly or indirectly, to profit
or share in any profit derived from a transaction in the
securities ("pecuniary interest"). See Rule 16a-1(a)(2).
See also Rule 16a-8 for the application of the beneficial
ownership definition to trust holdings and transactions.
(ii) Both direct and indirect beneficial ownership of
securities shall be reported. Securities beneficially
owned directly are those held in the reporting person's
name or in the name of a bank, broker or nominee for the
account of the reporting person. In addition, securities
held as joint tenants, tenants in common, tenants by the
entirety, or as community property are to be reported as
held directly. If a person has a pecuniary interest, by
reason of any contract, understanding or relationship
(including a family relationship or arrangement) in
securities held in the name of another person, that person
is an indirect beneficial owner of the securities. See
Rule 16a-1(a)(2)(ii) for certain indirect beneficial
ownerships.
(iii) Report transactions in securities beneficially owned
directly on a separate line from those beneficially owned
indirectly. Report different forms of indirect ownership
on separate lines. The nature of indirect ownership shall
be stated as specifically as possible; for example, "By
Self as Trustee for X," "By Spouse," "By X Trust," "By Y
Corporation," etc.
(iv) In stating the amount of securities acquired, disposed of,
or beneficially owned indirectly through a partnership,
corporation, trust, or other entity, report the number of
securities representing the reporting person's
proportionate interest in transactions conducted by that
entity or holdings of that entity. Alternatively, at the
option of the reporting person, the entire amount of the
entity's interest may be reported. See Rule
16a-1(a)(2)(ii)(B) and Rule 16a1(a)(2)(iii).
(v)
Where more than one beneficial owner of the same equity
securities must report on Form 5, such owners may file
Form 5 individually or jointly. Joint and group filings
may be made by any designated beneficial owner.
Transactions and holdings with respect to securities owned
separately by any joint or group filer are permitted to be
included in the joint filing. Indicate only the name and
address of the designated filer in Item 1 of Form 5 and
attach a listing of the names and IRS or social security
numbers (or addresses in lieu thereof) of each other
reporting person. Joint and group filings must include all
required information for each beneficial owner, and such
filings must be signed by each beneficial owner, or on
behalf of such owner by an authorized person. If the space
provided for signatures is insufficient, attach a
signature page. Submit any attached listing of names or
signatures on another Form 5, copy of Form 5 or separate
page of 8 1/2 by 11 inch white paper, indicate the number
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of pages comprising the report (Form plus attachments) at
the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of
3), and include the name of the designated filer and
information required by Items 2 and 4 of the Form on the
attachment.
(c) Non-Derivative and Derivative Securities
(i) Report acquisitions or dispositions and holdings of
non-derivative securities in Table I. Report acquisitions or
dispositions and holdings of derivative securities (e.g., puts,
calls, options, warrants, convertible securities, or other
rights or obligations to buy or sell securities) in Table II.
Report the exercise or conversion of a derivative security in
Table II (as a disposition of the derivative security) and
report in Table I the holdings of the underlying security.
Report acquisitions or dispositions and holdings of derivative
securities that are both equity securities and convertible or
exchangeable for other equity securities (e.g., convertible
preferred securities) only in Table II.
(ii) The title of a derivative security and the title of the equity
security underlying the derivative security should be shown
separately in the appropriate columns in Table II. The "puts"
and "calls" reported in Table II include, in addition to
separate puts and calls, any combination of the two, such as
spreads and straddles. In reporting an option in Table II, state
whether it represents a right to buy, a right to sell, an
obligation to buy, or an obligation to sell the equity
securities subject to the option.
(iii) Describe in the appropriate columns in Table II characteristics
of derivative securities, including title, exercise or
conversion price, date exercisable, expiration date, and the
title and amount of securities underlying the derivative
security. If the transaction reported is a purchase or a sale of
a derivative security, the purchase or sale price of that
derivative security shall be reported in column 8. If the
transaction is the exercise or conversion of a derivative
security, leave column 8 blank and report the exercise or
conversion price of the derivative security in column 2.
(iv) Securities constituting components of a unit shall be reported
separately on the applicable table (e.g., if a unit has a
non-derivative security component and a derivative security
component, the non-derivative security component shall be
reported in Table I and the derivative security component shall
be reported in Table II). The relationship between individual
securities comprising the unit shall be indicated in the space
provided for explanation of responses. When securities are
purchased or sold as a unit, state the purchase or sale price
per unit and other required information regarding the unit
securities.
5. Price of Securities
(a) Prices of securities shall be reported in U.S. dollars on a per share
basis, not an aggregate basis, except that the aggregate price of debt
shall be stated. Amounts reported shall exclude brokerage commissions
and other costs of execution.
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(b) If consideration other than cash was paid for the security, describe
the consideration, including the value of the consideration, in the
space provided for explanation of responses.
6. Additional Information
If the space provided in the line items of this Form or space provided for
additional comments is insufficient, attach another Form 5, copy of Form 5
or separate page of 8 1/2 by 11 inch white paper to Form 5, completed as
appropriate to include the additional comments. Each attached page must
include information required in Items 1, 2 and 4 of the Form. The number of
pages comprising the report (Form plus attachments) shall be indicated at
the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3). If
additional information is not reported in this manner, it will be assumed
that no additional information was provided.
7. Signature
(a) If the Form is filed for an individual, it shall be signed by that
person or specifically on behalf of the individual by a person
authorized to sign for the individual. If signed on behalf of the
individual by another person, the authority of such person to sign the
Form shall be confirmed to the Commission in writing in an attachment
to the Form or as soon as practicable in an amendment by the
individual for whom the Form is filed, unless such a confirmation
still in effect is on file with the Commission. The confirming
statement need only indicate that the reporting person authorizes and
designates the named person or persons to file the Form on the
reporting person's behalf, and state the duration of the
authorization.
(b) If the Form is filed for a corporation, partnership, trust, or other
entity, the capacity in which the individual signed shall be set forth
(e.g., John Smith, Secretary, on behalf of X Corporation).
8. Transaction Codes
Use the codes listed below to indicate in Table I, Column 3 and Table II,
Column 4 the character of the transaction reported. Use the code that most
appropriately describes the transaction. If the transaction is not
specifically listed, use transaction code "J" and describe the nature of
the transaction in the space for explanation of responses. If a transaction
involves an equity swap or instrument with similar characteristics, use
transaction Code "K" in addition to the code(s) that most appropriately
describes the transaction, e.g., "S/K" or "P/K."
General Transaction Codes
P -- Open market or private purchase of non-derivative or derivative
security
S -- Open market or private sale of non-derivative or
derivative security
Rule 16b-3 Transaction Codes
A -- Grant, award or other acquisition pursuant to Rule 16b-3(d)
D -- Disposition to the issuer of issuer equity securities pursuant
to Rule 16b-3(e)
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F -- Payment of exercise price or tax liability by delivering or
withholding securities incident to the receipt, exercise or
vesting of a security issued in accordance with Rule 16b-3
I -- Discretionary transaction in accordance with Rule 16b-3(f)
resulting in acquisition or disposition of issuer securities
M -- Exercise or conversion of derivative security exempted pursuant
to Rule 16b-3
Derivative Securities Codes (Except for transactions exempted
pursuant to Rule 16b-3)
C -- Conversion of derivative security
E -- Expiration of short derivative position
H -- Expiration (or cancellation) of long derivative position with
value received
O -- Exercise of out-of-the-money derivative security
X -- Exercise of in-the-money or at-the-money derivative security
Other Section 16(b) Exempt Transaction and Small Acquisition Codes
(except for Rule 16b-3 codes above)
G -- Bona fide gift
L -- Small acquisition under Rule 16a-6
W -- Acquisition or disposition by will or the laws of descent and
distribution
Z -- Deposit into or withdrawal from voting trust
Other Transaction Codes
J -- Other acquisition or disposition (describe transaction)
K -- Transaction in equity swap or instrument with similar
characteristics
U -- Disposition pursuant to a tender of shares in a change of
control transaction
Form 3, 4 or 5 Holdings or Transactions Not Previously Reported
To indicate that a holding should have been reported previously on Form 3, place
a "3" in Table I, column 3 or Table II, column 4, as appropriate. Indicate in
the space provided for explanation of responses the event triggering the Form 3
filing obligation. To indicate that a transaction should have been reported
previously on Form 4, place a "4" next to the transaction code reported in Table
I, column 3 or Table II, column 4 (e.g., an open market purchase of a
non-derivative security that should have been reported previously on Form 4
should be designated as "P4"). To indicate that a transaction should have been
reported on a previous Form 5, place a "5" in Table I, column 3 or Table II,
column 4, as appropriate. In addition, the appropriate box on the front page of
the Form should be checked.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Form 5 Washington, DC 20549 OMB Number: 3235-0362
ANNUAL STATEMENT OF CHANGES BENEFICIAL OWNERSHIP Expires: October 31, 2001
[ ]
Check box if no longer
subject to Section 16. Estimated average burden
Form 4 or Form 5 hours per response...1.0
obligations may continue.
See Instruction 1(b).
Filed pursuant to Section 16(a) of the Securities
[ ] Exchange Act of 1934, Section 17(a)of the Public
Form 3 Utility Holding Company Act of 1935 or Section 30
Holdings (f) of the Investment Company Act of 1940
Reported
[ ]
Form 4 transactions
Reported
<TABLE>
<S> <C> <C> <C>
|======================|===========================================|=============================================|
|1. |2. |6. |
|Name and Address of |Issuer Name and Tickler or Trading Symbol |Relationship of Reporting Person(s) to Issuer|
|Reporting Person* | | |
| |Central Capital Venture Corporation | |
| |Trading Symbol: CTCV | (Check all applicable) |
|======================|======================|====================| |
| (Last) |3. |4. | |
| (First) |I.R.S. Identification |Statement for | |
| (Middle) |Number of Reporting |Month/Year | |
| |Person, if an entity | | |
| |(Voluntary) | | |
|Nigro, Melissa H. | |6/00 |--- Director |
| | | | |
| | | | X 10% Owner |
| | | | |
| | | | |
| | | | |
| | | |--- Officer |
| | | | (give title below) |
| | | | |
| | | |--- Other |
| | | | (specify below) |
| | | | |
| | | | |
| | | | --------------------- |
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
|======================|======================|====================|=============================================|
| (Street) | |5. | 7. |
| | |If Amendment, | Individual or Joint/Group Reporting |
| 12 Dutch Village | |Date of Original | |
| | |(Month/Year) | (check applicable line) |
| | | | |
| | | | X |
| | | | Form Filed by One Reporting Person |
| | | | |
| | | | |
| | | | |
| | | | --- |
| | | | Form Filed by More than One Reporting Person|
| | | | |
| | | | |
|======================|======================|====================|=============================================|
| (City) | Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
| (State) | |
| (Zip) | |
| | |
| Menands, NY 12204 | |
|==================|========|=======|=============|=====================|=================|======================|
|1. |2. |3. |4. |5. |6. |7. |
|Title of Security |Trans- |Trans- |Securities |Amount of |Owner-ship |Nature of Indirect |
|(Instr. 3) |action |action |Acquired(A) |Securities |Form: Direct |Beneficial |
| |Date |Code |or Disposed |Beneficially Owned |(D) or Indirect |Ownership |
| |(Month/ |(Instr.|of(D) |at the end of |(I) |(Instr. 4) |
| |Day/ | 8) |(Instr. |Issuer's Fiscal Year |(Instr. 4) | |
| |Year) | |3, 4 and 5) |(Instr. 3 and 4) | | |
| | | | | | | |
| | | |=======|=====|==========|==========| | |
| | | |Amount |(A)or| Price | | | |
| | | | |(D) | | | | |
|==================|========|=======|=======|=====|==========|==========|=================|======================|
|Common Stock |October |G |400,000|A |$0.00 |400,000 |D | |
| |31,2000 | | | | | | | |
|==================|========|=======|=======|=====|==========|==========|=================|======================|
</TABLE>
*If the form is filed by more than one reporting person, see instruction
4(b)(v).
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<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
|==================================================================================================================================|
| Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned |
| (e.g., puts calls warrants options, convertible securities) |
|==========|===========|=======|=======|============|================|================|========|==========|==========|=============|
|1. |2. |3. |4. |5. |6. |7. |8. |9. |10. |11. |
|Title of |Conversion |Trans- |Trans- |Number of |Date |Title and |Price |Number of |Owner- |Nature of |
|Derivative|or Exercise|action |action |Derivative |Exerci- |Amount of |of |Deriv- |ship of |Indirect |
|Security |Price of |Date |Code |Securities |sable |Underlying |Deriva- |ative |Deriv- |Beneficial |
|(Instr. 3)|Derivative |(Month/|(Instr.|Acquired (A)|and |Securities |tive |Secur- |ative |Ownership |
| |Security |Day/ | 8) |or Disposed |Expiration |(Instr. 3 |Security|ities |Security: |(Instr. 4) |
| | |Year) | |of (D) |Date |and 4) |(Instr. |Benefic- |Direct (D)| |
| | | | |(Instr. 3, 4|(Month/ | |5) |ially |or | |
| | | | |and 5) |Day/Year) | | |Owned |Indirect | |
| | | | |========|===|=======|========|========|=======| |at End |(1) | |
| | | | | (A) |(D)|Date |Expira- |Title |Amount | |of Year |(Instr. | |
| | | | | | |Exerci-|tion | |or Num-| |(Instr. |4) | |
| | | | | | |sable |Date | |ber of | |4) | | |
| | | | | | | | | | Shares| | | | |
|==========|===========|=======|=======|========|===|=======|========|========|=======|========|==========|==========|=============|
|Class A |$5.00 per |October| G |400,000 | |June 1,|June 1, |Common |400,000|$0.00 |400,000 |D | |
|Warrant |share |31,2000| | | |2000 |2001 |Stock | | | | | |
|==========|===========|=======|=======|========|===|=======|========|================|========|==========|==========|=============|
|Class A |TBD by June|October| G |400,000 | |June 1,|June 1, |Class B |400,000|$0.00 |400,000 |D | |
|Warrant |1, 2001 |31,2000| | | |2000 |2002, |Warrant | | | | | |
| | | | | | | |unless | | | | | | |
| | | | | | | |extended| | | | | | |
|==========|===========|=======|=======|========|===========|=========================|========|==========|==========|=============|
</TABLE>
Explanation of Responses: Please note that upon the exercise of the Class A
Warrant set forth above, the holder is entitled to receive for each Class A
Warrant, one (1) share of common stock at the price indicated above and one (1)
Class B Warrant entitling the holder to purchase one (1) share of common stock
at a price established by the company's board of directors within one year after
June 1, 2000.
/s/ Melissa H. Nigro June 1, 2000
------------------------------- -------------------------
**Signature of Reporting Person Date
** 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.
10
