- Amended Statement of Ownership (SC 13G/A)
06 Maio 2009 - 5:48PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(b), (c) AND (d)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
AMENDMENT
NO. 1
ELECTRONIC SENSOR
TECHNOLOGY, INC
(Name of
Issuer)
COMMON STOCK, $0.001
PAR VALUE
(Title of
Class of Securities)
285835104
(CUSIP
Number)
February 26,
2008
(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
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
(Continued
on following pages)
(Page 1 of 6
Pages)
Page 2 of 6
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer
Investment, Ltd.
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
Bermuda
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
9,641,527
|
|
6.
|
SHARED
VOTING POWER
None.
|
|
7.
|
SOLE
DISPOSITIVE POWER
9,641,527
|
|
8.
|
SHARED
DISPOSITIVE POWER
None.
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,641,527
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.19%
(1)
|
|
12.
|
TYPE
OF REPORTING PERSON: OO
|
(1)
The
ownership percentage of the Reporting Person is based on 155,853,385 shares of
Common Stock issued and outstanding as of April 8, 2009, as stated in the
Company’s Form 10-K for the year ended December 31, 2008 and filed with the
Securities and Exchange Commission on April 15, 2009.
Page 3 of 6
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer
Capital, LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
Bermuda
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
9,641,527
|
|
6.
|
SHARED
VOTING POWER
None.
|
|
7.
|
SOLE
DISPOSITIVE POWER
9,641,527
|
|
8.
|
SHARED
DISPOSITIVE POWER
None.
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,641,527
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.19%
(1)
|
|
12.
|
TYPE
OF REPORTING PERSON: OO
|
(1)
The
ownership percentage of the Reporting Person is based on 155,853,385 shares of
Common Stock issued and outstanding as of April 8, 2009, as stated in the
Company’s Form 10-K for the year ended December 31, 2008 and filed with the
Securities and Exchange Commission on April 15, 2009.
Page 4 of 6
|
Item
1(a).
|
|
Name
of Issuer.
|
|
|
|
|
|
|
|
Electronic
Sensor Technology, Inc. (the “
Issuer
”)
|
|
|
|
|
|
Item
1(b).
|
|
Address
of Issuer’s Principal Executive Offices.
|
|
|
|
|
|
|
|
1077
Business Center Circle
Newbury
Park, California 91320
|
|
|
|
|
|
Item
2(a).
|
|
Names
of Person Filing.
|
|
|
|
|
|
|
|
Midsummer
Investment, Ltd. (
“
Midsummer Investment
”
)
|
|
|
|
Midsummer
Capital, LLC (“
Midsummer
Capital
”)
|
|
Item
2(b).
|
|
Address
of Principal Business Office, or if none, Residence.
|
|
|
|
|
|
|
|
As
to Midsummer Investment:
Midsummer
Investment, Ltd
c/o
Midsummer Capital, LLC
295
Madison Avenue, 38
th
Floor
New
York, New York 10017
|
|
|
|
|
|
|
|
As
to Midsummer Capital:
295
Madison Avenue, 38th Floor
New
York, NY 10017
|
|
|
|
|
|
Item
2(c).
|
|
Citizenship.
|
|
|
|
|
|
|
|
As
to Midsummer Investment:
Bermuda
As
to Midsummer Capital:
New
York
|
|
|
|
|
|
Item
2(d).
|
|
Title
of Class of Securities.
|
|
|
|
|
|
|
|
Common
stock, par value $0.001 per share (the “
Common
Stock
”)
|
|
|
|
|
|
Item
2(e).
|
|
CUSIP
Number.
|
|
|
|
|
|
|
|
285835104
|
|
|
|
|
|
Item
3.
|
|
If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check
whether the person filing is a:
|
|
|
|
|
|
|
|
Not
applicable.
|
|
|
|
|
|
Item
4.
|
|
Ownership.
|
As of the
date hereof, Midsummer Investment beneficially owns an aggregate of
9,641,527
shares of Common
Stock. Additionally, Midsummer Investment holds a Common Stock
Purchase Warrant issued on December 7, 2005 originally exercisable into
7,798,059 shares of Common Stock, which, as of the date hereof, is exercisable
into 3,899,030 shares of Common Stock (the “
Warrant
”). However,
the aggregate number of shares of Common Stock into which such Warrant is
exercisable, and which Midsummer Investment has the right to acquire beneficial
ownership, is limited to the number of shares of Common Stock that, together
with all other shares of Common Stock beneficially owned by Midsummer
Investment, including the shares of Common Stock subject to this Schedule 13G,
does not exceed 4.99% of the total issued and outstanding shares of Common
Stock. Accordingly, such Warrant is not currently exercisable into
Common Stock unless and until the actual shares of Common Stock held by any of
Midsummer Investment or Midsummer Capital is less than 4.99% of the total
outstanding shares of Common Stock.
Page 5 of 6
Midsummer
Capital is the investment advisor to Midsummer Investment. By virtue of such
relationship, Midsummer Capital may be deemed to have dispositive power over the
shares owned by Midsummer Investment. Midsummer Capital disclaims beneficial
ownership of such shares. Mr. Michel Amsalem and Mr. Joshua Thomas have
delegated authority from the members of Midsummer Capital with respect to the
shares of Common Stock owned by Midsummer Investment. Messrs. Amsalem and Thomas
may be deemed to share dispositive power over the shares of common stock held by
Midsummer Investment. Messrs. Amsalem and Thomas disclaim beneficial ownership
of such shares of Common Stock, and neither person has any legal right to
maintain such delegated authority.
|
|
Accordingly,
for the purpose of this Statement:
|
|
|
|
Amount
beneficially owned by Midsummer Investment:
9,641,527
shares of
Common Stock of the Issuer.
|
|
|
(b)
|
Percent
of Class: Midsummer Investment beneficially owns
6.19%
of the Issuer’s
issued and outstanding Common Stock (based on 155,853,385 shares of Common
Stock issued and outstanding as of April 8, 2009, as stated in the
Company’s Form 10-K for the year ended December 31, 2008 and filed with
the Securities and Exchange Commission on April 15,
2009).
|
|
|
(c)
|
Number
of shares as to which Midsummer Investment
has:
|
|
|
(i)
|
Sole
power to direct the vote:
9,641,527
shares of
Common Stock of the Issuer.
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
None.
|
|
|
(iii)
|
Sole
power to dispose or direct the disposition of the Common Stock:
9,641,527
shares of
Common Stock of the Issuer.
|
|
|
(iv)
|
Shared
power to dispose or direct the disposition of the Common Stock:
None.
|
|
Item
5.
|
|
Ownership
of Five Percent or Less of a Class.
|
|
|
|
|
|
|
|
Not
applicable.
|
|
|
|
|
|
Item
6.
|
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
|
|
|
|
|
|
Not
applicable.
|
|
|
|
|
|
Item
7.
|
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
|
|
|
|
|
|
|
|
Not
applicable.
|
|
|
|
|
|
Item
8.
|
|
Identification
and Classification of Members of the Group.
|
|
|
|
|
|
|
|
Not
applicable.
|
|
|
|
|
|
Item
9.
|
|
Notice
of Dissolution of Group.
|
|
|
|
|
|
|
|
Not
applicable.
|
|
|
|
|
|
Item
10.
|
|
Certification.
|
|
|
|
|
|
|
|
By
signing below, I certify that, to the best of my 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 which could have
that purpose or
effect.
|
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: May
5, 2009
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|
|
|
|
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MIDSUMMER
INVESTMENT, LTD.
|
|
|
|
|
|
|
|
|
By:
|
MIDSUMMER
CAPITAL, LLC, its investment manager
|
|
|
|
|
|
|
|
|
By:
|
/s/
Michel A. Amsalem
|
|
|
|
|
Name:
Michel A. Amsalem
|
|
|
|
|
Title: President
|
|
|
|
|
|
|
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|
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MIDSUMMER
CAPITAL, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Michel A. Amsalem
|
|
|
|
|
Name:
Michel A. Amsalem
|
|
|
|
|
Title: President
|
|
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