- Statement of Ownership (SC 13G)
19 Janeiro 2010 - 7:25PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Name of Issuer)
Common
Stock, $0.001 par value per share
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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. 834156101
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(1)
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Names of Reporting Persons
Capital Ventures International
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(2)
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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(5)
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Sole Voting Power
0
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(6)
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Shared Voting Power
**
16,871,443 Shares of Common Stock ***
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(7)
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Sole Dispositive Power
0
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(8)
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Shared Dispositive Power **
16,871,443 Shares of Common Stock ***
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(9)
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Aggregate Amount
Beneficially Owned by Each Reporting Person
16,871,443 Shares of Common Stock ***
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(10)
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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(11)
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Percent of Class
Represented by Amount in Row (9)
8.7% ***
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(12)
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Type of Reporting Person
(See Instructions)
CO
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** Heights Capital
Management, Inc. is the investment manager to Capital Ventures
International and as such may exercise voting and dispositive power over these
shares.
*** The Reporting Persons disclaim beneficial ownership of certain of
these shares. See Item 4 below.
2
CUSIP No. 834156101
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(1)
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Names of Reporting Persons
Heights Capital Management, Inc.
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(2)
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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(5)
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Sole Voting Power
0
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(6)
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Shared Voting Power
**
16,871,443 Shares of Common Stock ***
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(7)
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Sole Dispositive Power
0
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(8)
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Shared Dispositive Power **
16,871,443 Shares of Common Stock ***
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(9)
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Aggregate Amount
Beneficially Owned by Each Reporting Person
16,871,443 Shares of Common Stock ***
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(10)
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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(11)
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Percent of Class
Represented by Amount in Row (9)
8.7% ***
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(12)
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Type of Reporting Person
(See Instructions)
CO
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** Heights Capital
Management, Inc. is the investment manager to Capital Ventures
International and as such may exercise voting and dispositive power over these
shares.
*** The Reporting Persons disclaim beneficial ownership of certain of
these shares. See Item 4 below.
3
Item 1.
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(a)
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Name of Issuer
Solar Enertech Corp., a Delaware corporation (the Company).
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(b)
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Address of Issuers
Principal Executive Offices
444 Castro St., Ste #707, Mountain View, CA 94041
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Item 2
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(a).
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Name of Person Filing
This statement is
filed by the entities listed below, who are collectively referred to herein
as Reporting Persons, with respect to the shares of Common Stock of the
Company, $0.001 par value per share (the Shares).
(i) Capital Ventures International
(ii) Heights Capital Management, Inc.
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Item 2
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(b).
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Address of Principal
Business Office or, if none, Residence
The address of the
principal business office of Capital Ventures International is:
One Capitol Place
P.O Box 1787 GT
Grand Cayman, Cayman Islands
British West Indies
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
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Item 2
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(c).
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Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person
hereto and is incorporated herein by reference for each such Reporting
Person.
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Item 2
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(d)
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Title of Class of
Securities
Common Stock, $0.001 par value per share
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Item 2
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(e)
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CUSIP Number
834156101
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Item 3.
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If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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o
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with
Rule 13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership
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Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned is comprised of:
(i) 12,283,266 Shares issuable upon the conversion of a Series B Convertible Note of the Company (the Series B Note), which Series B Note was purported to be converted into the right to receive Shares pursuant to a Series A and Series B Note Conversion Agreement entered into between the Issuer and the Required Holders (as defined therein), dated as of January 7, 2010 (the Note Conversion Agreement); and
(ii) 4,588,177 Shares issuable upon the exercise of a Series B Warrant of the Company (the Series B Warrant), which Series B Warrant was purported to be amended pursuant to an Amendment to the Series A, Series B and Series C Warrants entered into between the Issuer and the Consenting Holders (as defined therein), dated as of January 7, 2010 (the Warrant Amendment Agreement).
The Companys Annual Report for the fiscal year ended September 30, 2009 indicates there were 189,696,419 Shares outstanding as of January 7, 2010 assuming the consummation of the transactions described by the Note Conversion Agreement and the Warrant Amendment Agreement.
The Reporting Persons dispute the effectiveness of the Note Conversion Agreement and the Warrant Amendment Agreement as to the Series B Note and the Series B Warrant, respectively, and instead assert that (i) the Series B Note remains outstanding pursuant to its terms as issued with an
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adjusted conversion price equal to $.15 and (ii) the Series B Warrant remains outstanding pursuant to its terms as issued with an adjusted exercise price equal to $.15 and exercisable for 27,529,062 Shares, in each case subject to a 4.99% beneficial ownership limitation.
As such, if the Note Conversion Agreement and the Warrant Amendment Agreement are ineffective as to the Series B Note and the Series B Warrant, the Reporting Persons would beneficially own 4.99% of the Shares outstanding and would not be required to file this Schedule. This Schedule is, therefore, being filed by the Reporting Persons on a precautionary basis. Nevertheless, the Reporting Persons disclaim beneficial ownership of any Shares in excess of 4.99% of the Shares outstanding.
A copy of the
Note Conversion Agreement and Warrant Amendment Agreement are included as
Exhibits 10.1 and 10.2, respectively, to the Form 8-K filed by the
Company with the SEC on January 11, 2010.
Heights Capital
Management, Inc., which serves as the investment manager to Capital
Ventures International, may be deemed to be the beneficial owner of all
Shares owned by Capital Ventures International. Each of the Reporting Persons
hereby disclaims any beneficial ownership of any such Shares, except for
their pecuniary interest therein.
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Item 5.
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Ownership of Five Percent or Less
of a Class
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If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following:
o
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company
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Not applicable.
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Item 8.
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Identification and Classification
of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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By signing below each
of the undersigned certifies that, to the best of its knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of January 19, 2010, by and between Capital Ventures International and Heights Capital Management, Inc.
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SIGNATURES
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information
with respect to it set forth in this statement is true, complete, and correct.
Dated: January 19, 2010
CAPITAL VENTURES
INTERNATIONAL
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HEIGHTS CAPITAL
MANAGEMENT, INC.
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By: Heights Capital
Management, Inc. pursuant to a Limited Power of Attorney
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Title
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Secretary
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Title
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Secretary
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The Limited Power of Attorney executed by Capital Ventures International, authorizing Heights Capital Management, Inc. to sign and file this Schedule 13G on its behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on December 1, 2006 by Capital Ventures International and Heights Capital Management, Inc. with respect to the common stock of Discovery Laboratories, Inc., is hereby incorporated by reference.
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EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and between the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock of Solar Enertech Corp., $0.001 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated as of January 19, 2010
CAPITAL VENTURES
INTERNATIONAL
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HEIGHTS CAPITAL
MANAGEMENT, INC.
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By: Heights Capital
Management, Inc. pursuant to a Limited Power of Attorney
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Title
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Secretary
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Title
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Secretary
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