Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
JBI, INC. |
(Name of Issuer)
Common Stock, $0.001 par value per share |
(Title of Class of Securities)
88575M 20 0 |
(CUSIP Number)
Michael Dorrell 717 Fifth Avenue Floor 14 New York, New York 10019 (212) 907-5111 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 15, 2012 |
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 88575M 20 0 | Page 2 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael B. Dorrell | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
3,071,429 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
3,071,429 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,071,429 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.49% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 3 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Murray Edward Bleach | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
625,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
625,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.72% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 4 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Peter J. Bruce | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
125,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
125,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 5 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael R. Coulton | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
125,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
125,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 6 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Henry M. Dietrich | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
187,500 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
187,500 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,500 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.21% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 7 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Melissa Bridgeford Doering | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
250,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
250,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.29% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 8 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard Dunn | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
2,000,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
2,000,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.29% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 9 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kenneth T. Friedman | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
1,517,303 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,517,303 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,517,303 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.74% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 10 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Glikbarg Revocable Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
327,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
327,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.37% | |||||
14 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 88575M 20 0 | Page 11 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
R. N. Gold & Company, Inc. Profit Sharing Pension Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
125,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
125,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14% | |||||
14 |
TYPE OF REPORTING PERSON
EP |
CUSIP No. 88575M 20 0 | Page 12 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Asami Ishimaru | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Japan | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,397,297 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,397,297 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,297 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.60% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 13 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Craig Linden | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,397,297 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,397,297 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,297 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.60% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 14 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Meyer & Doreen Luskin Family Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
2,500,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
2,500,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.86% | |||||
14 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 88575M 20 0 | Page 15 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Samuel May | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
425,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
425,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.49% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 16 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Moreno Energy, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
650,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
650,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.74% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 88575M 20 0 | Page 17 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Duncan D. Murdoch | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
125,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
125,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 18 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sherwin N. Scott | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
597,571 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
597,571 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
597,571 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.68% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 19 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Luke R. Taylor | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New Zealand | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
125,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
125,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 20 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Trent D. Vichie | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
1,000,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,000,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.14% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 21 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lawrence A. Weinstein | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
1,000,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,000,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.14% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 22 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard W. Heddle | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
3,000,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
3,000,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.43% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 23 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Stephen A. Mao | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
100,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
100,000 | |||||
10 | SHAR ED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 24 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Craig Park | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
100,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
100,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 25 of 35 |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lori Steele | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
243,750 | ||||
8 | SHARED VOTING POWER
4,503 | |||||
9 | SOLE DISPOSITIVE POWER
243,750 | |||||
10 | SHARED DISPOSITIVE POWER
4,503 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
248,253 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.28% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 88575M 20 0 | Page 26 of 35 |
Explanatory Note
This Amendment No. 1 (the Amendment) amends and restates the Statement on Schedule 13D, filed on May 25, 2012 (the Original Schedule 13D), relating to the Common Stock, $0.001 par value per share, of J BI, Inc., a Nevada corporation. The Amendment is being filed for the primary purposes of adding Richard W. Heddle, Stephen A. Mao, Craig Park and Lori Steele as Reporting Persons (as identified and defined below), and updating certain additional information related to these additional Reporting Persons and the private placement that is discussed in more detail in Item 4 hereto.
Item 1. Security and Issuer.
The class of equity securities to which this statement on Schedule 13D (the Statement) relates is the Common Stock, $0.001 par value per share (the Common Stock), of JBI, Inc., a Nevada corporation (the Issuer). The principal executive offices of the Issuer are located at 1783 Allanport Road, Thorold, Ontario, Canada L0S 1K0.
Item 2. Identity and Background.
(a) through (c) and (f)
This statement is being filed by the individuals and entities listed below (each a Reporting Person and, collectively, the Reporting Persons). The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
Name |
Residence or Business Address |
Present Principal Occupation and the Name, Principal Business and Address of Any Entity in which such Occupation is Conducted | ||
Michael B. Dorrell |
717 Fifth Avenue Floor 14 New York, NY 10022 |
Senior Managing Director Stonepeak Infrastructure Partners 717 Fifth Avenue Floor 14 New York, NY 10022 | ||
Murray Edward Bleach |
28 Arnold Street Killara NSW 2071 Australia |
Corporate Director | ||
Peter J. Bruce |
125 W. 55th Street New York, NY 10019 |
Investment Banker Macquarie Capital 125 W. 55th Street New York, NY 10019 | ||
Michael R. Coulton |
One Curzon Street London W1J 5HD United Kingdon |
Counsel Lasalle Investment Management One Curzon Street London W1J 5HD United Kingdon | ||
Henry M. Dietrich |
55 E. 52nd Street 34th Floor New York, NY 10055 |
Principal First Avenue 55 E. 52nd Street 34th Floor New York, NY 10055 |
CUSIP No. 88575M 20 0 | Page 27 of 35 |
Melissa Bridgeford Doering |
135 East 57th Street New York, NY 10022 |
Investment Management Guggenheim Real Estate 135 East 57th Street New York, NY 10022 | ||
Richard Dunn |
Piazza dAracoeli 3 Rome, 00186 Italy |
Private Investor | ||
Kenneth T. Friedman |
27800 Pacific Coast Highway Malibu, CA 90265 |
Private Investor Friedman Enterprises 27800 Pacific Coast Highway Malibu, CA 90265 | ||
Glikbarg Revocable Trust |
200 W. Victoria Street Santa Barbara, CA 93101 |
n/a | ||
R.N. Gold & Company, Inc. Profit Sharing Pension Trust |
19 Rowayton Avenue Rowayton, CT 06853 |
n/a | ||
Asami Ishimaru |
1049 Fifth Avenue New York, NY 10028 |
Retired | ||
Craig Linden |
1049 Fifth Avenue New York, NY 10028 |
Independent Contractor | ||
Meyer & Doreen Luskin Family Trust |
1884 Mango Way Los Angeles, CA 90049 |
n/a | ||
Samuel May |
350 South Grande Avenue Los Angeles, CA 90071 |
Accountant PricewaterhouseCoopers LLP 350 South Grande Avenue Los Angeles, CA 90071 | ||
Moreno Energy, Inc. |
8818 Stable Crest Blvd Houston, TX 77024 |
n/a | ||
Duncan D. Murdoch |
125 W. 55th Street New York, NY 10019 |
Senior Managing Director Macquarie Capital 125 W. 55th Street New York, NY 10019 | ||
Sherwin N. Scott |
21090 North Pima Road Scottsdale, AZ 85255 |
Private Investor | ||
Luke R. Taylor |
717 Fifth Avenue Floor 14 New York, NY 10022 |
Private Equity Stonepeak Infrastructure Partners 717 Fifth Avenue Floor 14 New York, NY 10022 | ||
Trent D. Vichie |
717 Fifth Avenue Floor 14 New York, NY 10022 |
Fund Manager Stonepeak Infrastructure Partners 717 Fifth Avenue Floor 14 New York, NY 10022 | ||
Lawrence A. Weinstein |
919 South Grand Avenue Los Angeles, CA 90015 |
Director Fashion Institute of Design and Merchandising 919 South Grand Avenue Los Angeles, CA 90015 | ||
Richard W. Heddle |
208 Hillyard St., Pier 14 Hamilton, Ontario, Canada L8L 6B6 |
President Heddle Marine Service Inc. 208 Hillyard St., Pier 14 Hamilton, Ontario, Canada L8L 6B6 | ||
Stephen A. Mao |
2282 Trafalgar Court Henderson, NV 89074 |
Private Investor |
CUSIP No. 88575M 20 0 | Page 28 of 35 |
Craig Park |
4064 Oxford Avenue Montreal, Quebec Canada H4A 2Y4 |
President & CEO H.D. Eastman Systems, Inc. | ||
Lori Steele |
105 Brighton Avenue Ottowa, Ontario Canada K1S 0T3 |
Owner Lori Steele Design 105 Brighton Avenue Ottowa, Ontario Canada K1S 0T3 |
(d) and (e)
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
All Reporting Persons used personal funds to purchase their shares of Common Stock, with the exceptions that (i) the Glikbarg Revocable Trust and the Meyer & Doreen Luskin Family Trust used funds available to each trust, (ii) Moreno Energy, Inc. used working capital available to that company, and (iii) the R.N. Gold & Company, Inc. Profit Sharing Pension Trust used funds available to the pension trust.
The Reporting Persons entered into a letter agreement, dated May 15, 2012, by and among John Bordynuik, each of the Reporting Persons (the Letter Agreement). The Letter Agreement is more fully described in Item 4 of this Statement below. No shares were purchased by any Reporting Person pursuant to the Letter Agreement and, thus, no funds were used for such purpose.
Item 4. Purpose of Transaction.
Between May 15, 2012 and May 30, 2012, the Issuer entered into Subscription Agreements (the Purchase Agreements) with several accredited investors, including the Reporting Persons (collectively, the Purchasers) in connection with a private placement of shares (the Shares) of Common Stock. Pursuant to the Purchase Agreements, the Issuer sold to the Purchasers an aggregate of 14,178,750 Shares at a purchase price of $0.80 per Share for aggregate gross proceeds to the Issuer of $11.3 million. The Reporting Persons purchased 12,610,000 of the 14,178,750 Shares at an aggregate purchase price of $10,088,000. As a condition to the closing of the transactions contemplated by the Purchase Agreements, the Purchasers required John W. Bordynuik to enter into a letter agreement, dated as of May 15, 2012 (Letter Agreement), pursuant to which Mr. Bordynuik made certain agreements regarding the voting of his shares of Common Stock and his one million shares of the Issuers Series A super majority voting preferred stock, $0.01 par value per share (the Series A Preferred). Mr. Bordynuik is the current Chief of Technology of the Issuer and the former President and Chief Executive Officer of the Issuer.
CUSIP No. 88575M 20 0 | Page 29 of 35 |
Pursuant to the Letter Agreement, Mr. Bordynuik agreed to vote his shares of Common Stock and Series A Preferred to, among other things, (i) effectuate the terms of the Letter Agreement, (ii) appoint five Qualified Independent Directors (as defined in the Letter Agreement) nominated by the Board of Directors to the Board, and (iii) change the name of the Issuer to Plastic2Oil. In addition, Mr. Bordynuik agreed to refrain from voting his shares of Common Stock and Series A Preferred to, among other things, (i) appoint himself or anyone who is not the President or Treasurer of the Issuer or a Qualified Independent Director as a member of the Board of Directors, (ii) amend the Issuers Articles of Incorporation or Bylaws, or the Certificate of Designations of the Series A Preferred or (iii) issue stock of the Issuer (other than Common Stock).
In addition, the Letter Agreement provides that in the event that Mr. Bordynuik violates the terms of the non-compete provisions of his employment agreement with the Issuer or attempts to transfer his shares of Series A Preferred, except as provided in the Letter Agreement, then he will be required to offer to purchase 100% of the respective shares of Common Stock owned by each Purchaser (the Purchasers Put Right). The Letter Agreement also provides that in the event Mr. Bordynuik takes the actions discussed in the preceding sentence or additionally Kevin Rauber, the President of the Issuer, is terminated by the Issuer without cause or resigns with good reason (as such terms are defined in Mr. Raubers employment agreement with the Issuer) and at such time the Board is comprised of fewer than three Qualified Independent Directors, or Mr. Bordynuik materially breaches certain sections of the Letter Agreement, then he shall offer to sell 100% of his shares of Series A Preferred to the Purchasers pro rata (the Purchasers Call Right). The purchase price for exercise of the Purchasers Put Right shall be the greater of (x) $1.00 and (y) the volume-weighted average trading price of the Common Stock in the 30 consecutive day period immediately preceding the date of the event triggering the purchase. The sale price for exercise of the Purchasers Call Right shall be the par value of $0.001 per share of Series A Preferred.
Following execution of the Letter Agreement, seven Purchasers (the Waiving Purchasers) executed irrevocable waivers of all of their rights under the Letter Agreement. The Waiving Purchasers are not Reporting Persons.
The Reporting Persons acquired the shares of Common Stock of the Issuer in the private placement for investment purposes. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Persons, acquire other shares of Common Stock. The Reporting Persons reserve the right to, and may in the future choose to, change their purpose with respect to the investment and take such actions as they deem appropriate in light of the circumstances, including, without limitation, to dispose of, in the open market, in a privately negotiated transaction, by transfer, by exchange or by gift, all or a portion of the shares of Common Stock which they now own or may hereafter acquire from the Issuer.
CUSIP No. 88575M 20 0 | Page 30 of 35 |
The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Letter Agreement attached hereto as Exhibit 1 which is incorporated herein by reference.
Except as described herein, as of the date of this Schedule 13D, each of the Reporting Persons has no present plans or proposals which would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change to the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) changes in the Issuers articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those actions enumerated above.
As a result of the agreements described above, including but not limited to the Letter Agreement, the Reporting Persons as parties to the Letter Agreement (and not including Mr. Bordynuik and the Waiving Purchasers) may be deemed to comprise a group within the meaning of Section 13(d)(3) of the Exchange Act, although neither the fact of this filing nor any information contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. In addition, as a result of the agreements described above, including but not limited to the Letter Agreement, the following parties may be deemed to comprise a group within the meaning of Section 13(d)(3) of the Exchange Act: (a) the Reporting Persons; and (b) Mr. Bordynuik.
Item 5. Interest in Securities of the Issuer.
The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.
The percentage ownership information as presented on each Reporting Persons cover page and in Item 5(a) and Item 5(b) is calculated based on 87,355,966 shares of Common Stock issued and outstanding, consisting of (i) 73,177,216 shares of the Issuers Common Stock that were outstanding as of May 14, 2012, as last reported by the Issuer in its Quarterly Report on Form 10-Q filed May 15, 2012, and (ii) the issuance of an aggregate of 14,178,750 shares of Common Stock by the Issuer in the private placement that is discussed in more detail in Item 4.
CUSIP No. 88575M 20 0 | Page 31 of 35 |
(a) (b) At June 1, 2012, the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons was 20,621,353, or approximately 23.41% of the Issuers issued and outstanding shares of Common Stock.
Reporting Person |
Amount Beneficially Owned |
Percent of Class |
Sole Power to Vote or Direct the Vote |
Shared Power to Vote or Direct the Vote |
Sole Power to Vote or Direct the Vote |
Shared Power to Vote or Direct the Vote |
||||||||||||||||||
Michael B. Dorrell* |
3,071,429 | 3.49 | % | 3,071,429 | 0 | 3,071,429 | 0 | |||||||||||||||||
Murray Edward Bleach |
625,000 | 0.72 | % | 625,000 | 0 | 625,000 | 0 | |||||||||||||||||
Peter J. Bruce |
125,000 | 0.14 | % | 125,000 | 0 | 125,000 | 0 | |||||||||||||||||
Michael R. Coulton |
125,000 | 0.14 | % | 125,000 | 0 | 125,000 | 0 | |||||||||||||||||
Henry M. Dietrich |
187,500 | 0.21 | % | 187,500 | 0 | 187,500 | 0 | |||||||||||||||||
Melissa Bridgeford Doering |
250,000 | 0.29 | % | 250,000 | 0 | 250,000 | 0 | |||||||||||||||||
Richard Dunn |
2,000,000 | 2.29 | % | 2,000,000 | 0 | 2,000,000 | 0 | |||||||||||||||||
Kenneth T. Friedman |
1,517,303 | 1.74 | % | 1,517,303 | 0 | 1,517,303 | 0 | |||||||||||||||||
Glikbarg Revocable Trust |
327,000 | 0.37 | % | 327,000 | 0 | 327,000 | 0 | |||||||||||||||||
R.N. Gold & Company, Inc. Profit Sharing Pension Trust |
125,000 | 0.14 | % | 125,000 | 0 | 125,000 | 0 | |||||||||||||||||
Asami Ishimaru** |
1,397,297 | 1.60 | % | 0 | 1,397,297 | 0 | 1,397,297 | |||||||||||||||||
Craig Linden** |
1,397,297 | 1.60 | % | 0 | 1,397,297 | 0 | 1,397,297 | |||||||||||||||||
Meyer & Doreen Luskin Family Trust |
2,500,000 | 2.86 | % | 2,500,000 | 0 | 2,500,000 | 0 | |||||||||||||||||
Samuel May |
425,000 | 0.49 | % | 425,000 | 0 | 425,000 | 0 | |||||||||||||||||
Moreno Energy, Inc. |
650,000 | 0.74 | % | 650,000 | 0 | 650,000 | 0 | |||||||||||||||||
Duncan D. Murdoch |
125,000 | 0.14 | % | 125,000 | 0 | 125,000 | 0 | |||||||||||||||||
Sherwin N. Scott |
597,571 | 0.68 | % | 597,571 | 0 | 597,571 | 0 | |||||||||||||||||
Luke R. Taylor |
125,000 | 0.14 | % | 125,000 | 0 | 125,000 | 0 | |||||||||||||||||
Trent D. Vichie |
1,000,000 | 1.14 | % | 1,000,000 | 0 | 1,000,000 | 0 | |||||||||||||||||
Lawrence A. Weinstein |
1,000,000 | 1.14 | % | 1,000,000 | 0 | 1,000,000 | 0 | 0; | ||||||||||||||||
Richard W. Heddle |
3,000,000 | 3.43 | % | 3,000,000 | 0 | 3,000,000 | 0 | |||||||||||||||||
Stephen A. Mao |
100,000 | 0.11 | % | 100,000 | 0 | 100,000 | 0 | |||||||||||||||||
Craig Park |
100,000 | 0.11 | % | 100,000 | 0 | 100,000 | 0 | |||||||||||||||||
Lori Steele |
248,253 | 0.28 | % | 243,750 | 4,503 | 243,750 | 4,503 |
* | 375,000 of the shares held by Mr. Dorrell are automatically issuable by the Issuer to Mr. Dorrell pursuant to a price protection agreement that was triggered by the private placement. |
** | Asami Ishimaru and Craig Linden hold all shares beneficially owned as joint tenants with rights of survivorship. |
(c) Other than as described in this Schedule 13D or as set forth below, the Reporting Persons have not effected any transactions in Common Stock during the past 60 days.
CUSIP No. 88575M 20 0 | Page 32 of 35 |
Pursuant to the Subscription Agreements, the Issuer agreed to issue and sell to the Reporting Persons an aggregate of 11,985,000 shares of Common Stock at a purchase price of $0.80 per share. The Reporting Persons participated in the private placement as follows:
Reporting Person |
Shares of Common
Stock Purchased in Private Placement |
|||
Michael B. Dorrell |
125,000 | |||
Murray Edward Bleach |
625,000 | |||
Peter J. Bruce |
125,000 | |||
Michael R. Coulton |
125,000 | |||
Henry M. Dietrich |
187,500 | |||
Melissa Bridgeford Doering |
250,000 | |||
Richard Dunn |
2,000,000 | * | ||
Kenneth T. Friedman |
500,000 | |||
Glikbarg Revocable Trust |
250,000 | |||
R.N. Gold & Company, Inc. Profit Sharing Pension Trust |
125,000 | |||
Asami Ishimaru |
400,000 | ** | ||
Craig Linden |
400,000 | ** | ||
Meyer & Doreen Luskin Family Trust |
2,500,000 | |||
Samuel May |
425,000 | |||
Moreno Energy, Inc. |
500,000 | |||
Duncan D. Murdoch |
125,000 | |||
Sherwin N. Scott |
418,750 | |||
Luke R. Taylor |
125,000 | |||
Trent D. Vichie |
1,000,000 | |||
Lawrence A. Weinstein |
1,000,000 | |||
Richard W. Heddle |
375,000 | |||
Stephen A. Mao |
100,000 | |||
Craig Park |
85,000 | |||
Lori Steele |
243,750 |
* | Richard Dunn purchased 2,000,000 shares of Common Stock in the private placement through two separate closings of 1,375,000 shares and 625,000 shares. |
** | Asami Ishimaru and Craig Linden purchased 400,000 shares of Common Stock in the private placement together as joint tenants with rights of survivorship. |
In addition, the Reporting Persons have effected the following transactions in Common Stock during the past 60 days:
Reporting Person |
Date | Shares Acquired |
Shares Disposed |
Price per Share |
Description of Transaction | |||||||||||||
Glikbarg Revocable Trust |
5/22/2012 | 4,500 | | $ | 1.32 | Open market purchase | ||||||||||||
Glikbarg Revocable Trust |
5/22/2012 | 300 | | $ | 1.37 | Open market purchase | ||||||||||||
Glikbarg Revocable Trust |
5/22/2012 | 2,400 | | $ | 1.39 | Open market purchase | ||||||||||||
Glikbarg Revocable Trust |
5/22/2012 | 1,100 | | $ | 1.35 | Open market purchase | ||||||||||||
Glikbarg Revocable Trust |
5/22/2012 | 68,700 | | $ | 1.269 | Open market purchase | ||||||||||||
Meyer & Doreen Luskin Family Trust |
5/04/2012 | | 170,000 | $ | 0 | Charitable gift |
(d) Not applicable.
(e) Not applicable.
CUSIP No. 88575M 20 0 | Page 33 of 35 |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The Reporting Persons response to Item 4 is incorporated by reference herein. In addition, each of the Reporting Persons is a party to the Joint Filing Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by reference.
Except as disclosed in or incorporated by reference into this Item 6 of this Schedule 13D, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit |
Description | |
1 | Letter Agreement, dated as of May 15, 2012, among John Bordynuik, each of the Reporting Persons and certain other persons (incorporated by reference to Exhibit 2 to Schedule 13D filed on May 25, 2012 by Certain of the Reporting Persons with regard to ownership of the Issuers Common Stock) | |
2 | Joint Filing Agreement among the Reporting Persons (incorporated by reference to Exhibit 2 to Schedule 13D filed on May 25, 2012 by Certain of the Reporting Persons with regard to ownership of the Issuers Common Stock) | |
3 | Powers of Attorney of the Reporting Persons (certain powers of attorney are filed herewith, to supplement Exhibit 3 to Schedule 13D filed on May 25, 2012 by Certain of the Reporting Persons with regard to ownership of the Issuers Common Stock) |
CUSIP No. 88575M 20 0 | Page 34 of 35 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 1, 2012
/s/ Michael B. Dorrell * |
Michael B. Dorrell |
/s/ Murray Edward Bleach * |
Murray Edward Bleach |
/s/ Peter J. Bruce * |
Peter J. Bruce |
/s/ Michael R. Coulton * |
Michael R. Coulton |
/s/ Henry M. Dietrich * |
Henry M. Dietrich |
/s/ Melissa B. Doering * |
Melissa B. Doering |
/s/ Richard Dunn * |
Richard Dunn |
/s/ Kenneth T. Friedman * |
Kenneth T. Friedman |
/s/ Glikbarg Revocable Trust * |
Glikbarg Recovable Trust |
/s/ R.N. Gold & Company, Inc. Profit Sharing Pension Trust * |
R.N. Gold & Company, Inc. Profit Sharing Pension Trust |
/s/ Asami Ishimaru * |
Asami Ishimaru |
/s/ Craig Linden * |
Craig Linden |
/s/ Meyer & Doreen Luskin Family Trust * |
Meyer & Doreen Luskin Family Trust |
CUSIP No. 88575M 20 0 | Page 35 of 35 |
/s/ Samuel May * |
Samuel May |
/s/ Moreno Energy, Inc. * |
Moreno Energy, Inc. |
/s/ Duncan D. Murdoch * |
Duncan D. Murdoch |
/s/ Sherwin N. Scott * |
Sherwin N. Scott |
/s/ Luke R. Taylor * |
Luke R. Taylor |
/s/ Trent D. Vichie * |
Trent D. Vichie |
/s/ Lawrence A. Weinstein * |
Lawrence A. Weinstein |
/s/ Richard W. Heddle * |
Richard W. Heddle |
/s/ Stephen A. Mao * |
Stephen A. Mao |
/s/ Craig Park * |
Craig Park |
/s/ Lori Steele * |
Lori Steele |
*/s/ David I. Meyers |
David I. Meyers |
Attorney-in-Fact |