SEC 1472 Potential persons who are to respond to the collection of information
(3-99) contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
==============================
OMB APPROVAL
==============================
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OMB Number: 3235-0287
==============================
==============================
Expires: December 31, 2001
==============================
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Estimated average burden
hours per response. . . 0.5
==============================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES 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.
1
<PAGE>
GENERAL INSTRUCTIONS
1. When Form Must Be Filed
(a) This Form must be filed on or before the tenth day after the end of the
month in which a change in beneficial ownership has occurred (the term
"beneficial owner" is defined in Rule 16a-1(a)(2) and discussed in
Instruction 4). 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. However, Form 4 and 5 obligations may continue to be
applicable. See Rule 16a-3(f); see also Rule 16a-2(b) (transactions
after termination of insider status). Form 5 transactions to date may
be included on this Form and subsequent Form 5 transactions may be
reported on a later Form 4 or Form 5, provided all transactions are
reported by the required date.
(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).
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<PAGE>
3. Class of Securities Reported
(a) (i) Persons reporting pursuant to Section 16(a) of the Exchange Act
shall report each transaction resulting in a change in beneficial
ownership of any class of equity securities of the issuer and the
beneficial ownership at the end of the month 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 report each transaction
resulting in a change in beneficial ownership of any class of
securities (equity or debt) of the registered holding company and
all of its subsidiary companies and the beneficial ownership at
the end of the month 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 report each transaction resulting in a
change in beneficial ownership of 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 month 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.
(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) Report, in accordance with Rule 16a-3(g), all transactions not
exempt from Section 16(b) of the Act and all exercises and
conversions of derivative securities, regardless of whether exempt
from Section 16(b) of the Act, resulting in a change of beneficial
ownership in the issuer's securities. Every transaction shall be
reported even though acquisitions and dispositions during the
month are equal. Report total beneficial ownership as of the end
of the month for each class of securities in which a transaction
was reported.
Note: The amount of securities beneficially owned at the end of
the month specified in Column 5 of Table I and Column 9 of
Table II should reflect those holdings reported or
required to be reported by the date of the Form.
Transactions and holdings eligible for deferred reporting
on Form 5 need not be reflected in the month end total
unless the transactions were reported earlier or are
included on this Form.
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<PAGE>
(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 transaction resulting in an acquisition or
disposition of a security.
Note: Transactions reportable on Form 5 may, at the option of
the reporting person, be reported on a Form 4 filed before
the due date of the Form 5. (See Instruction 8 for the
code for voluntarily reported transactions.)
(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 transactions and holdings, a person is
deemed to be the beneficial owner of securities if that person has
the opportunity, directly or indirectly, to profit or share in any
profit derived from a transaction in the securities ("pecuniary
interest"). See Rule 16a1(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 transactions on Form 4, such owners may file Form 4
individually or jointly. Joint and group filings may be made by
any designated beneficial owner. Transactions with respect to
securities owned separately by any joint or group filer are
permitted to be included in the joint filing. Indicate only the
4
<PAGE>
name and address of the designated filer in Item 1 of Form 4 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 4, copy of Form 4 or separate page of 8
1/2 by 11 inch white paper, indicate the number 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
5
<PAGE>
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.
(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 4, copy of Form 4
or separate page of 8 1/2 by 11 inch white paper to Form 4, 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 is
voluntarily reported earlier than required, place "V" in the appropriate
column to so indicate; otherwise, the column should be left blank. If a
transaction involves an equity swap or instrument with similar
6
<PAGE>
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
V
--
Transaction voluntarily reported earlier than required
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)
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
7
<PAGE>
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
8
<PAGE>
-------------------------------------------------------------------------
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FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 OMB Number: 3235-0287
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Expires: December 31, 2001
Estimated average burden
X hours per response . . 0.5
Check this box if no longer subject
to Section 16. Form 4 or Form 5 Filed pursuant to Section 16(a)of the
obligations may continue. See Securities Exchange Act of 1934,
Instruction 1(b). Section 17(a) of the Public Utility
Holding Company Act of 1935 or
(Print or Type Responses) Section 30(f) of the Investment
Company Act of 1940
<TABLE>
<S>
<C> <C> <C> <C> <C> <C>
|===================|==========================================|===========================|
|1. |2. |6. |
|Name and Address of|Issuer Name and Tickler or Trading Symbol |Relationship of Reporting |
|Reporting Person* |Central Capital Venture Corporation |Person(s) to Issuer |
| |Trading Symbol: CTCV | |
|===================|======================|===================| (Check all applicable) |
| (Last) (First) |3. |4. | X Director |
| (Middle) |I.R.S. Identification |Statement for | |
|Bartilson, |Number of Reporting |Month/Year | |
| Bradley, Wayne |Person, if an entity | | |
| |(voluntary) | 11/00 |--- 10% Owner |
| | | | |
| | | |--- Officer |
| | | | (give title below) |
| | | | |
| | | |--- Other (specify below) |
| | | | |
| | | |---------- |
|===================|======================|===================|===========================|
| (Street) | |5. |7. |
| | |If Amendment, Date |Individual or Joint/Group |
| 56 Floyd Rd. | |of Original |Filing (Check Applicable |
| | |(Month/Year) |Line) |
| | | | |
| | | |X |
| | | |Form filed by One |
| | | |Reporting Person |
| | | | |
| | | |--- |
| | | |Form filed by More than |
| | | |One Reporting Person |
| | | | |
|===================|======================|===================|===========================|
</TABLE>
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<PAGE>
<TABLE>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
|==================|=======================================================================================================|
| (City) (State) | Table I-- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
| (Zip) | |
| Derry, NH 03038 | |
|==================|===========|===========|=====================|====================|===============|====================|
|1. |2. |3. |4. |5. |6. |7. |
|Title of Security |Transaction|Transaction|Securities |Amount of Securities|Ownership Form:|Nature of Indirect |
|(Instr. 3) |Date |Code |Acquired (A) |Beneficially Owned | |Beneficial Ownership|
| | |(Instr. 8) |or Disposed of (D) |at End of Month |Direct (D) or | |
| |(Month/Day/| |Instr. 3, 4 and 5) | |Indirect (I) | |
| |Year) | | |(Instr. 3 and 4) |(Instr. 4) |(Instr. 4) |
|==================|===========|====|======|======|========|=====|=======|============|===============|====================|
| | |Code| V |Amount|(A)or(D)|Price| | | | |
|==================|===========|====|======|======|========|=====|=======|============|===============|====================|
|Common Stock |5/10/00 |P | |68,000|A |Note |0 | |D | |
| | | | | | |1 | | | | |
|==================|===========|====|======|======|========|=====|=======|============|===============|====================|
| | | | | | | | | | | |
|==================|===========|====|======|======|========|=====|=======|============|===============|====================|
</TABLE>
10
<PAGE>
<TABLE>
<S>
<C> <C> <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 |Ownership Form of |Nature of |
|Derivative|or |action |action |Derivative|Exercise- |Amount |of |Derivative|Derivative |Indirect |
|Security |Exercise |Date |Code |Securities|able and |of |Deriv- |Securities|Securities |Beneficial |
|(Instr.3) |Price | | |Acquired |Expiration |Underlying |ative |Benefic- |Beneficially Owned|Ownership |
| |of |(Month/|(Instr |(A) or |Date |Securi- |Security|ially |at End of Month | |
| |Derivative|Day/ | 8) |Disposed |(Month/Day/|ties |(Instr. |Owned at |(Instr. 4) |(Instr. 4) |
| |Security |Year) | |of (D) |Year) | |5) |End of | | |
| | | | |(Instr. 3,| | | |Month | | |
| | | | |4 and 5) | | | |(Instr. 4)| | |
|==========|==========|=======|====|==|======|===|====|======|=======|======|========|==========|==================|===============|
| | | |Code|V |(A) |(D)|Date|Expir-|Title |Amount| | | | |
| | | | | | | |Exer|ation | |or | | | | |
| | | | | | | |cis-|Date | |Number| | | | |
| | | | | | | |able| | |of | | | | |
| | | | | | | | | | |Shares| | | | |
|==========|==========|=======|====|= |======|===|====|======|=======|======|========|==========|==================|===============|
|Class A |$5.00 per |5/10/00|P | |68,000| |June|June |Common |68,000|Note 1 |68,000 |D | |
|Warrant |share | | | | | |1, |1, |Stock | | | | | |
| | | | | | | |2000|2001 | | | | | | |
|==========|==========|=======|====|==|======|===|====|======|=======|======|========|==========|==================|===============|
|Class B |TBD by |5/10/00|P | |68,000| |June|June 1|Class B|68,000|Note 1 |68,000 |D | |
|Warrant |June 1, | | | | | |1, |2002 |Warrant| | | | | |
| |2001 | | | | | |2000|unless| | | | | | |
| | | | | | | | |ex- | | | | | | |
| | | | | | | | |tended| | | | | | |
|==========|==========|=======|====|==|======|===|====|======|=======|======|========|==========|==================|===============|
| | | | | | | | | | | | | | | |
|==========|==========|=======|====|==|======|===|====|======|=======|======|========|==========|==================|===============|
</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.
Note 1: Note 1: Please note that the reporting individual purchased all of the
above directly owned non-derivative and derivative securities on a per unit
basis (4 shares of common stock and 4 Class A Warrants equaling one (1) unit)
for a total purchase price of $17,000.00.
11
<PAGE>
/s/Brad W. Bartilson November 8, 2000
------------------------------- ----------------
**Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually
signed. If space is insufficient, see Instruction 6 for procedure
12
