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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11 )*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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. |
29076N 20 6 |
1 | NAMES OF REPORTING PERSONS Stillwater LLC |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 11,186,9201 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 11,186,9201 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
1,951,0372 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
13,137,957 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
52.2% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
Page 2 of 9
CUSIP No. |
29076N 20 6 |
1 | NAMES OF REPORTING PERSONS Ginola Limited |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Isle of Man | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 2,541,6243 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 2,541,6243 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
2,538,2304 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
5,079,854 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
27.0% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
Page 3 of 9
Item 5. | Interest in Securities of the Issuer. |
Common Stock | Percent | |||||||||||
Beneficially Owned | of Class | |||||||||||
(a | ) | Stillwater 1 |
13,137,957 | 52.2 | % | |||||||
Ginola 3, 4 |
5,079,854 | 27.0 | % | |||||||||
Common Stock | Percent | |||||||||||
(b | ) | Stillwater | Beneficially Owned | of Class | ||||||||
Sole Voting Power |
11,186,920 | 47.6 | % | |||||||||
Shared Voting Power |
- 0 - | 0 | % | |||||||||
Sole Dispositive Power |
11,186,920 | 47.6 | % | |||||||||
Shared Dispositive Power 2 |
1,951,037 | 11.7 | % | |||||||||
Common Stock | Percent | |||||||||||
Ginola | Beneficially Owned | of Class | ||||||||||
Sole Voting Power |
2,541,624 | 15.0 | % | |||||||||
Shared Voting Power |
- 0 - | 0 | % | |||||||||
Sole Dispositive Power |
2,541,624 | 15.0 | % | |||||||||
Shared Dispositive Power 4 |
2,538,230 | 15.0 | % |
1 | Consists of Issuers Common Stock and the aggregate number of shares of the Issuers Common
Stock issuable upon exercise of Stock Purchase Warrants dated March 3, 2004, November 3, 2004,
October 26, 2005, July 21, 2006 (as amended on July 23, 2007), April 9, 2007 (as amended on
July 23, 2007) and April 2, 2008, and upon conversion of Series B Convertible Preferred Stock
issued on December 22, 2008. |
|
2 | The sole member of Stillwater is the investment manager of a corporation that owns such
reported securities. |
|
3 | Consists of aggregate number of shares of the Issuers Common Stock issuable upon exercise of
Stock Purchase Warrants dated March 3, 2004, November 3, 2004, October 26, 2005, July 21, 2006
(as amended on July 23, 2007) and April 2, 2008, and upon conversion of Series B Convertible
Preferred Stock issued on December 22, 2008. |
|
4 | Consists of shares of Common Stock and warrants owned by trusts and holding companies with
the same directors and/or controlling shareholders as Ginola. This report shall not be deemed
an admission that Ginola is the beneficial owner of such securities for purposes of Section
13(d) or 13(g) of the Act. |
Page 4 of 9
Page 5 of 9
Item 7. | To Be Filed as Exhibits. |
Exhibit No.
|
Description | Page | ||
1 | Agreement of Reporting Persons to file joint statement on Schedule 13D | 9 |
Page 6 of 9
STILLWATER LLC |
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By: | /s/ Mortimer D. A. Sackler | |||
Name: | Mortimer D.A. Sackler | |||
Title: | President | |||
GINOLA LIMITED |
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By: | /s/ Jonathan White | |||
Name: | Jonathan White | |||
Title: | Director | |||
Page 7 of 9
Exhibit No. | Description | Page | ||
1 | Agreement of Reporting Persons to file joint statement on Schedule 13D | 9 |
Page 8 of 9