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.
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United States
Securities
and Exchange Commission
Washington,
D.C. 20549
Schedule
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. n/a )*
|
OMB
Number
3235-0145
|
Ascent
Solar Technologies, Inc.
Common
Stock
(Title of Class of Securities)
043635101
(CUSIP Number)
August
31, 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:
|
R
|
Rule
13d-1(b)
|
|
R
|
Rule
13d-1(c)
|
|
£
|
Rule
13d-1(d)
|
* 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 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. |
|
1.
|
Names
of Reporting Persons.
|
|
I.R.S.
Identification Nos. of above persons (entities only).
|
|
|
PAULSON
CAPITAL CORP
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|
|
93-0589534
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|
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
a.
£
|
|
|
b.
R
|
|
|
3.
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SEC
Use Only
|
|
4.
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Citizenship
or Place of Organization
|
|
United
States of America
|
|
5.
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Sole
Voting Power
|
|
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Number
of Shares
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0
|
|
|
Beneficially
|
||
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Owned
by Each
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6.
|
Shared
Voting Power
|
|
Reporting
Person
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650,000
|
|
|
With:
|
|
|
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
||
|
8.
|
Shared
Dispositive Power
|
|
|
650,000
|
|
9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
650,000
|
|
|
10.
|
Check
if the Aggregate Amount in Row 9 Excludes Certain
Shares (See Instructions) £
|
|
11.
|
Percent
of Class Represented by Amount in Row
9
|
|
3.4215
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
CO BD
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Footnotes:
Paulson
Capital Corp. ("PLCC") whilly owns Paulson Investment Company, Inc. ("PICI").
PLCC is a corporation and PICI is a broker-dealer.
| CUSIP No. |
|
1.
|
Names
of Reporting Persons.
|
|
I.R.S.
Identification Nos. of above persons (entities only).
|
|
|
Chester L.F. Paulson
and Jacqueline M. Paulson as Joint Tenants
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
a.
£
|
|
|
b.
R
|
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
|
United
States of America
|
|
|
5.
|
Sole
Voting Power
|
|
Number
of Shares
|
0
|
|
|
Beneficially
|
||
|
Owned
by Each
|
6.
|
Shared
Voting Power
|
|
Reporting
Person
|
650,000
|
|
| With: | ||
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
||
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8.
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Shared
Dispositive Power
|
|
|
650,000
|
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
650,000
|
|
|
10.
|
Check
if the Aggregate Amount in Row 9 Excludes Certain
Shares (See Instructions) £
|
|
11.
|
Percent
of Class Represented by Amount in Row
9
|
|
3.4214
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
IN
|
Footnotes:
Chester
L.F. and Jacqueline M. Paulson (together the "Paulsons") may be deemed
to control Paulson Capital Corp. ("PLCC"), which wholly owns Paulson Investment
Company, Inc. ("PICI"). The Paulson control and are the managing partners of the
Paulson Family LLC ("LLC") which is a controlling shareholder of PLCC, which is
the parent company for PICI.
Item
1.
|
a.
|
Name
of Issuer
|
Ascent
Solar Technologies, Inc.
|
b.
|
Address
of Issuer's Principal Executive
Offices
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8120
Shaffer Parkway
Littleton,
CO 80127
Item
2.
|
a.
|
Name
of Person Filing
|
This
statement is being filed jointly by each of the following persons pursuant to
Rule 13d-1(k) promulgated by the Securities and Exchange Commission under
Section 13 of the Securities Exchange Act of 1934, as amended: (i) Chester L.F.
Paulson and Jacqueline M. Paulson, as joint tenants and each individually
(together, the "Paulsons") who control and are the managing partners of the
Paulson Family LLC ("LLC"); and (ii) Paulson Capital Corporation ("PLCC"), an
Oregon corporation, which directly wholly owns Paulson Investment Company, Inc.
("PICI"), an Oregon corporation. The Paulsons and PLCC are collectively referred
to as the "Reporting Persons". The Reporting Persons schedule 13G Joint Filing
Agreement is attached as Exhibit 1.
Information
with respect to the Reporting Persons is given solely by such Reporting Persons,
and no Reporting Person assumes responsibility for the accuracy or completeness
of the information by another Reporting Person, except as otherwise provided in
Rule 13d-1(k). By their signature on this statement, each of the Reporting
Persons agree that this statement is filed on behalf of such Reporting Persons.
|
b.
|
Address
of Principal Business Office or, if None,
Residence
|
The
Paulsons, PLCC's, and PICI's principal business address is:
811 SW
Naito Parkway, Suite 200
Portland,
OR 97204
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c.
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Citizenship
|
The
Paulsons are citizens of the United States of America, and PLCC and PICI are
organized under the laws of the United States of America.
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d.
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Title
of Class of Securities
|
Common
Stock for Ascent Solar Technologies, Inc.
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e.
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CUSIP
Number
|
043635101
Item
3. 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.
|
R
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
||
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b.
|
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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||
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c.
|
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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||
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d.
|
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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||
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e.
|
o
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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||
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f.
|
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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||
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g.
|
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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||
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h.
|
o
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A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance
Act (12 U.S.C. 1813);
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||
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i.
|
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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||
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j.
|
o
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
Item
4. Ownership
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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a.
|
Amount
beneficially owned:
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The
Paulsons may be deemed to be the beneficial owners of a total of 650,000 shares
of Issuer Common Stock. The precise owners of these shares is described more
specifically in this paragraph. The Paulson may be deemed to control Paulson
Capital Corp. ("PLCC"), which wholly owns Paulson Investment Company, Inc.
("PICI"). The Paulsons control and are the managing partners of the Paulson
Family LLC ("LLC"). Chester Paulson directly owns 0 shares of Issuer Common
Stock. Jacqueline M. Paulson directly owns 0 shares of Issuer Common
Stock. The Paulsons may be deemed to indirectly own 82,500 shares of Issuer
Common Stock, 117,500 shares of Issuer Warrants, and Underwriter Warrants
exercisable into 450,000 shares of Issuer Common Stock through PICI. Pursuant to
SEC Rule 13d-4, the Paulsons expressly disclaim beneficial ownership of the
82,500 shares of Issuer Common Stock, 117,500 shares of Issuer Warrants, and
Underwriter Warrants exercisable into 450,000 shares of Issuer Common Stock of
which PICI is record owner.
|
b.
|
Percent
of class:
|
As of
August 5, 2008, the Issuer had 18,430,102 shares of Issuer Common Stock issued
and outstanding, as reported in their 10-Q filed August 8, 2008 (the "Issuer
Outstanding Shares"). The Paulsons actual and deemed beneficial ownership of
Issuer Common Stock represented approximately 3.4215% of the Issuer Outstanding
Shares. PLCC's indirect beneficial ownership of Issuer Common Stock represented
approximately 3.4215% of the Issuer Outstanding Shares.
|
c.
|
Number
of shares as to which the person
has:
|
|
i.
|
Sole
power to vote or to direct the
vote:
|
The
Paulsons have sole power to vote or direct the vote of 0 shares. PLCC has sole
power to vote or direct the vote of 0 shares.
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ii.
|
Shared
power to vote or to direct the
vote:
|
The
Paulsons have shared power to vote or direct the vote of 650,000 shares. PLCC
has shared power to vote or direct the vote of 650,000 shares.
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iii.
|
Sole
power to dispose or to direct the disposition
of:
|
The
Paulsons have sole power to dispose or direct the disposition of 0 shares. PLCC
has sole power to dispose or direct the disposition of 0 shares.
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iv.
|
Shared
power to dispose or to direct the disposition
of:
|
The
Paulsons have shared power to dispose or direct the disposition of 650,000
shares. PLCC has shared power to dispose or direct the disposition of 650,000
shares.
Instruction. For computations
regarding securities which represent a right to acquire an underlying security
see §240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class
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 x
Instruction: Dissolution of a
group requires a response to this item.
N/A
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
The
following shall be filed as exhibits: copies of written agreements relating to
the filing of joint acquisition statements as required by §240.13d-1(k) and
copies of all written agreements, contracts, arrangements, understandings, plans
or proposals relating to: (1) the borrowing of funds to finance the acquisition
as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale
of assets, merger, or change in business or corporate structure or any other
matter as disclosed in Item 4; and (3) the transfer or voting of the securities,
finder's fees, joint ventures, options, puts, calls, guarantees of loans,
guarantees against loss or of profit, or the giving or withholding of any proxy
as disclosed in Item 6.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
If a
parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
See Item
4(a).
Item
8. Identification and Classification of Members of the Group
If a
group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
Item
9. Notice of Dissolution of Group
Notice of
dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
N/A
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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.
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.
|
September
08, 2008
|
|
Date
|
|
/s/ Chester
L.F. Paulson
|
|
Signature
|
|
Chester
L.F. Paulson
|
|
Individually
|
|
Name
/ Title
|
|
/s/ Jacqueline
M. Paulson
|
|
Signature
|
|
Jacqueline
M. Paulson
|
|
Individually
|
|
Name
/ Title
|
|
/s/
Chester L.F. Paulson
|
|
Signature
|
|
Chairman
of the Board
|
| Paulson Capital Corp. |
|
Name
/ Title
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative other than an executive officer or
general partner of the filing person, evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with
the Commission may be incorporated by reference. The name and any title of each
person who signs the statement shall be typed or printed beneath his
signature.
NOTE: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other
parties for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)