SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
1. Name and Address of Reporting Person*
| C/O PHASE III MEDICAL, INC. |
| 330 SOUTH SERVICE ROAD, SUITE 120 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
06/02/2006
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3. Issuer Name and Ticker or Trading Symbol
PHASE III MEDICAL INC/DE
[ PHSM ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chairman and CEO |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock, $.001 par value |
500,000 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Warrants (right to buy) |
|
09/13/2008 |
Common Stock, $.001 par value |
240,000 |
0.08 |
D |
|
| 9% Convertible Promissory Notes due 2006 |
|
09/30/2006 |
Common Stock, $.001 par value |
208,333 |
0.06 |
D |
|
| Warrants (right to buy) |
|
12/29/2008 |
Common Stock, $.001 par value |
208,333 |
0.12 |
D |
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| Explanation of Responses: |
|
|
|
|
Robin L. Smith By: /s/Catherine M. Vaczy, Esq., Attorney-In-Fact |
06/06/2006 |
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** 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
5
(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. |
| 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 Number. |
EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Mark Weinreb, Catherine M. Vaczy, Esq. and Alan
Wovasniker, Esq., her true and lawful attorney-in-fact with respect to
Phase III Medical, Inc., to:
1. execute for and on behalf of the undersigned Schedules 13D and
13G, Form ID, and Forms 3, 4 and 5 in accordance with Sections
13 and 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;
2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Schedules 13D or 13G, Form ID and Forms 3,
4 or 5, and the timely filing of such Forms with the United States
Securities and Exchange Commission and any other authority; and
3. take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, including without limitation the execution
and filing of a Form 4 with respect to a transaction which may be
reported on a Form 5, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully and to all intents and purposes
as she might or could do in person, with full power of substitution and
resubstitution, hereby ratifying and confirming all that such attorney-in-fact,
or his substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Sections 13 and 16 of the
Securities Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 5th day of June, 2006.
/s/ Robin Smith
Robin Smith
