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 13D
Under the Securities Exchange Act of 1934
(Final Amendment)
Converted Organics Inc. |
| (Name of Issuer) |
Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
21254S107 |
| (CUSIP Number) |
Simon M. Lorne, Esq. Millennium Management LLC 666 Fifth Avenue, 8th Floor New York, New York 10103 (212) 841-4100 |
| (Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications) |
January 9, 2008 |
| (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 that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o .
SCHEDULE 13D
| CUSIP No. 21254S107 |
| 1 |
NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Millenco LLC 13-3532932 | ||
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
| ||
| 3 |
SEC
USE ONLY | ||
| 4 |
SOURCE
OF FUNDS WC, OO | ||
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) þ | ||
| 6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION Delaware | ||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER -0- | |
|
8 |
SHARED
VOTING POWER 55,913 (See Item 5 and Item 6) | ||
|
9 |
SOLE
DISPOSITIVE POWER -0- | ||
|
10 |
SHARED
DISPOSITIVE POWER 55,913 (See Item 5 and Item 6) | ||
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,913 (See Item 5 and Item 6) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% (See Item 5 and Item 6) |
| 14 |
TYPE
OF REPORTING PERSON OO, BD |
SCHEDULE 13D
| CUSIP No. 21254S107 |
| 1 |
NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Millennium Management LLC 13-3804139 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE
OF FUNDS WC, OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) þ |
| 6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER -0- |
|
8 |
SHARED
VOTING POWER 55,913 (See Item 5 and Item 6) | |
|
9 |
SOLE
DISPOSITIVE POWER -0- | |
|
10 |
SHARED
DISPOSITIVE POWER
55,913 (See Item 5 and Item 6) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,913 (See Item 5 and Item 6) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% (See Item 5 and Item 6) |
| 14 |
TYPE
OF REPORTING PERSON OO |
SCHEDULE 13D
| CUSIP No. 21254S107 |
| 1 |
NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Israel A. Englander |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE OF FUNDS WC, OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) þ |
| 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
55,913 (See Item 5 and Item 6) | |
| 9 |
SOLE
DISPOSITIVE POWER -0- | |
| 10 |
SHARED
DISPOSITIVE POWER 55,913 (See Item 5 and Item 6) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,913 (See Item 5 and Item 6) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% (See Item 5 and Item 6) |
| 14 |
TYPE
OF REPORTING PERSON IN |
Explanatory Note
Introduction
This Final Amendment to Schedule 13D ("Final Amendment to Schedule 13D") amends Amendment No. 2 to Schedule 13D filed on January 10, 2008 ("Amendment No. 2 to Schedule 13D") by the Reporting Persons (as defined in Item 2, below), relating to their beneficial ownership of the Common Stock (as defined in Item 1, below) of Converted Organics Inc. (the "Issuer").
This Final Amendment to Schedule 13D (i) amends and restates Item 1, Item 3 and Item 5 and (ii) reflects a material change in the number of shares beneficially owned by each Reporting Person and the percentage of class represented by such ownership since the filing of Amendment No. 2 to Schedule 13D for each Reporting Person. Except for the above-referenced amendments, this Final Amendment to Schedule 13D does not modify any of the information previously reported on Amendment No. 2 to Schedule 13D.
Item 1. Security and Issuer.
The name of the Issuer is Converted Organics Inc., a Delaware corporation. The address of the Issuer’s principal executive offices is 7A Commercial Wharf West, Boston, Massachusetts 02110. This Final Amendment to Schedule 13D relates to the Issuer’s common stock, par value $0.0001 per share (the "Common Stock"). As of the date hereof, the Reporting Persons (as defined in Item 2, below) hold Class A public warrants ("Class A Warrants") to purchase the Issuer’s Common Stock.
Item 2. Identity and Background.
(a)-(c), (f). This statement is being filed by Millenco LLC, a Delaware limited liability company (formerly Millenco, L.P., a Delaware limited partnership) ("Millenco"). Millenco is a broker-dealer and a member of the American Stock Exchange and the NASDAQ. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco. Millenco, Millennium Management and Mr. Engla nder will be collectively referred to as the reporting persons ("Reporting Persons") in this Final Amendment to Schedule 13D.
The business address for Millenco, Millennium Management and Mr. Englander is c/o Millennium Management LLC, 666 Fifth Avenue, New York, New York 10103. Mr. Englander is a United States citizen.
Note: Integrated Holding Group LP, a Delaware limited partnership ("Integrated Holding Group"), is a non-managing member of Millenco. As a non-managing member, Integrated Holding Group has no voting control or investment discretion over Millenco or its securities positions.
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) On December 1, 2005, Millennium Management and Mr. Englander, together with Millennium Partners, L.P. ("Millennium Partners") and certain related persons and entities, entered into settlements with the Securities and Exchange Commission ("SEC") and the Attorney General of the State of New York (the "NYAG") relating to allegations that Millennium Partners had engaged in a pattern of deceptive "market timing" of mutual fund shares in years prior to 2004 and, in the case of the settlement with the NYAG only, had failed to take adequate steps to prevent a trader from engaging in mutual fund "late trading" in violation of firm policy. The parties neither admitted nor denied the allegations or findings (except as to jurisdiction) but consented to the entry of findings. The SEC proceedings are In the Matter of Millennium Partners, L.P., et al. Securities Act Release No. 8639 (December 1, 2005), available at ww w.sec.gov. Contemporaneously, the NYAG issued an Assurance of Discontinuance relating to the claims and findings of that office.
Neither the Reporting Persons nor any other party admitted or denied any of the allegations or findings in these matters. The remedies included disgorgement by the entities of approximately $148 million of mutual fund trading profits, civil penalties aggregating approximately $32.15 million (with approximately $30 million being paid by Mr. Englander), an administrative order to cease and desist from violations of the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Exchange Act"), and prophylactic relief.
Item 3. Source and Amount of Funds or Other Consideration.
The amount of funds used to purchase the 46,000 Class A Warrants held by Millenco was approximately $10,700, calculated on an average cost basis (excluding brokerage commissions) by account. In some cases, the consideration for the Class A Warrants is based on estimates by the Reporting Persons (e.g., when the Issuer’s units, each consisting of one share of Common Stock, one Class A Warrant and one Class B public warrant ("Class B Warrants") became separately traded and when a Reporting Person sold such Common Stock and Class B Warrants and such retained Class A Warrants needed to be valued). Millenco effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable margin regulations, stock exchange rules and the prime broker’s credit policies. In such instances, the positions held in the ma rgin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
Item 4. Purpose of Transaction.
The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Issuer, on a continuous basis, through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuer’s capitalization or dividend policy.
The Reporting Persons employ the services of a number of portfolio managers, each of whom independently employs a separate and distinct trading strategy. A portion of the securities of the Issuer held by the Reporting Persons are held in accounts of the Reporting Persons managed by portfolio managers who engage in event-, risk- or merger-arbitrage or fundamental strategies.
Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) On January 9, 2008, the Reporting Persons ceased to beneficially own in excess of 5% of the Issuer’s Common Stock. As of the date hereof, Millenco holds 46,000 Class A Warrants exercisable into approximately 55,913 shares of the Issuer’s Common Stock.
On February 16, 2007, as part of its initial public offering, the Issuer agreed to pay a 5% quarterly stock dividend, commencing March 31, 2007, and at the end of every full calendar quarter thereafter until its Woodbridge, New Jersey facility becomes operational. As of December 18, 2007, the Company has declared four such quarterly dividends. After giving effect to four 5% stock dividends, each of which increased the number of shares into which each Class A Warrant is exercisable by 5%, each Class A Warrant entitles the holder to purchase approximately 1.2155 shares of the Company’s Common Stock at a price of $8.25. Each Class A Warrant became exercisable on March 15, 2007 and expires on February 13, 2012 (but if the Class A Warrants are not exercisable at that time because a current registration statement for the underlying shares of Common Stock is not available, then the expiration date will be extended for 30 days following notice from the Issuer that the Clas s A Warrants are again exercisable). Thus, after taking the above-described conversion ratio into account, Millenco may be deemed to be the beneficial owner of 55,913 shares of Common Stock, which represents approximately 1.4% of the outstanding shares of Common Stock. The calculation of the foregoing percentage is on the basis of 4,028,472 shares of Common Stock outstanding as of November 12, 2007, as reported by the Issuer in its Form 10-QSB, dated November 12, 2007.
Note: The above-described ownership figures contemplate the payment to the Reporting Persons of a 5% stock dividend on January 14, 2008, which was declared by the Issuer on December 18, 2007.
Millennium Management, as the manager of Millenco, may also be deemed to beneficially own the above-described shares of Common Stock beneficially owned by Millenco.
Mr. Englander, as the managing member of Millennium Management, may also be deemed to beneficially own the above-described shares of Common Stock beneficially owned by Millenco.
Accordingly, as of the date of this filing, Mr. Englander and Millennium Management may be deemed to be beneficial owners of 55,913 shares of Common Stock. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares held by Millenco.
(b) Millenco may be deemed to hold shared power to vote and to dispose of the 55,913 shares of Common Stock described in (a) above. Mr. Englander and Millennium Management may be deemed to hold shared power to vote and to dispose of the 55,913 shares of Common Stock described in (a) above. The foregoing should not be construed in and of itself as an admission by Mr. Englander or Millennium Management as to beneficial ownership of the shares held by Millenco.
(c) Transactions in the Issuer’s Class A Warrants and Class B Warrants since January 8, 2008, the date of Amendment No. 2 to Schedule 13D: Schedule A annexed hereto lists all transactions in the Issuer’s Class A Warrants and Class B Warrants by the Reporting Persons since January 8, 2008, the date of Amendment No. 2 to Schedule 13D. All of the transactions in the Issuer’s Class A Warrants and Class B Warrants were effected by Millenco in the open market.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported in this Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In connection with arrangements with Millenco’s prime brokers, such prime brokers are permitted to lend securities in Millenco’s accounts to the extent permitted by debit balances in such account. Millenco generally will not have any knowledge of the specific loans made by such prime brokers. In addition, in the ordinary course of business, Millenco (or its prime brokers), may borrow securities to satisfy delivery obligations arising from short sales and may lend securities to third parties and such loans generally may be recalled upon demand. However, it should be noted that shares lent by Millenco or its prime brokers may not be able to be recalled in advance of an applicable record date and thus, such loaned shares may not be able to be voted by Millenco.
There are no other contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit I: Joint Filing Agreement, dated as of January 10, 2008, by and among Millenco LLC, Millennium Management LLC and Israel A. Englander.
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.
Dated: January 10, 2008
MILLENCO LLC
Name: Mark Meskin
Title: Chief Executive Officer
MILLENNIUM MANAGEMENT LLC
Name: David Nolan
Title: Co-President
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of Converted Organics Inc., a Delaware corporation, 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: January 10, 2008
MILLENCO LLC
Name: Mark Meskin
Title: Chief Executive Officer
MILLENNIUM MANAGEMENT LLC
Name: David Nolan
Title: Co-President
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
Schedule A
Transactions in the Issuer’s Class A Warrants and Class B Warrants since January 8, 2008, the date of Amendment No. 2 to Schedule 13D:
Date of Transaction Class of Securities Quantity Purchased
(Sold)Price Per Share
$1/9/2008 Class A Warrants (60,000) 1.3184 1/9/2008 Class B Warrants (45,000) 2.1255 1/10/2008 Class B Warrants (36,000) 2.3273 1/10/2008 Class A Warrants (40,000) 1.4785