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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 | ||||||||
| Option to Buy (5) (6) | $ 5.85 | 07/22/2009 | A | 10,000 | 07/22/2009 | 07/22/2019 | Common Stock | 10,000 | $ 0 | 10,000 | D | ||||
| Option to Buy (5) (7) | $ 5.85 | 07/22/2009 | A | 10,000 | 07/22/2009 | 07/22/2019 | Common Stock | 10,000 | $ 0 | 10,000 | D | ||||
| Option to Buy (5) (8) | $ 5.85 | 07/22/2009 | A | 10,000 | 07/22/2009 | 07/22/2019 | Common Stock | 10,000 | $ 0 | 10,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Miller Craig A 2727 SCIOTO PARKWAY COLUMBUS, OH 43221 |
X | |||
| Feeney David T 2727 SCIOTO PARKWAY COLUMBUS, OH 43221 |
X | |||
| Kelly Kevin A 2727 SCIOTO PARKWAY COLUMBUS, OH 43221 |
X | |||
| /s/Craig A. Miller | 07/24/2009 | |
| **Signature of Reporting Person | Date | |
| /s/Craig A. Miller, as Attorney-in-Fact for David T. Feeney | 07/24/2009 | |
| **Signature of Reporting Person | Date | |
| /s/Craig A. Miller, as Attorney-in-Fact for Kevin A. Kelly | 07/24/2009 | |
| **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) | Received as partial consideration for substantially all of the assets of ADL Technology Inc. (?Technology?) and ADL Engineering Inc. (?Engineering?) pursuant to a Purchase and Sale Agreement dated as of July 22, 2009 (the ?Agreement?) by and among the Issuer, LSI Acquisition Inc. (?Acquisition?), Technology, Engineering and each of the reporting persons. The closing price of the Issuer's common stock on the closing date of the transactions contemplated by the Agreement was $5.85 per share. |
| (2) | 727,458 shares of the Issuer will be issued in the name of Technology and distributed to the reporting persons subsequent to the closing with respect to their percentage interest, 370,156 shares of the Issuer will be issued in the name of Engineering and distributed to the reporting persons subsequent to the closing with respect to their percentage interest, 1,372,062 shares of the Issuer will be held in escrow pursuant to the terms of an Escrow Agreement dated as of July 22, 2009 by and among Acquisition, each of the reporting persons and U.S. Bank, N.A. (the ?Escrow Agreement?), under which the reporting persons will have the authority to direct the escrow agent thereunder to sell all or a portion of the escrowed shares. |
| (3) | All shares held in escrow pursuant to the Escrow Agreement are subject to forfeiture under the terms of the Escrow Agreement for a period following the closing date in order to satisfy claims arising as a result of breaches of representations and warranties or covenants under the Agreement by Technology, Engineering or the reporting persons. Following the expiration of an initial eighteen month period under the Escrow Agreement, one half of the escrowed shares and any proceeds from sales thereof will be distributed to the reporting persons and following the termination of the escrow period under the Escrow Agreement, any remaining shares and any proceeds from sales thereof will be distributed to the reporting persons. |
| (4) | Technology and Engineering, of which the reporting persons beneficially own 100%, acquired these shares pursuant to the Agreement and distributed them to the reporting persons. Some of the shares shall be held in escrow, as provided in footnote 2 above. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. |
| (5) | Non-qualified stock options granted pursuant to the Company's 2003 Equity Compensation Plan. The options are exercisable at a rate of 25% per year of the aggregate grant, beginning on the 1st anniversary of the grant date. |
| (6) | These options are owned directly by Craig A. Miller. |
| (7) | These options are owned directly by Kevin A. Kelly. |
| (8) | These options are owned directly by David T. Feeney. |