-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SR4gmsrjX30CMB6vk1wFTujJVCj22FDssknZZupxHQ4ZL5A1c9KS4lzUxg4lIjZ6 zuehsrLEJMzCi3FzF4CVGA== 0001193125-08-014623.txt : 20080130 0001193125-08-014623.hdr.sgml : 20080130 20080129180253 ACCESSION NUMBER: 0001193125-08-014623 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080130 DATE AS OF CHANGE: 20080129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SOIL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001031896 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 860671974 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53753 FILM NUMBER: 08559189 BUSINESS ADDRESS: STREET 1: 12224 MONTAGUE STREET CITY: PACOIMA STATE: CA ZIP: 91331 BUSINESS PHONE: 818-899-4686 MAIL ADDRESS: STREET 1: 12224 MONTAGUE STREET CITY: PACOIMA STATE: CA ZIP: 91331 FORMER COMPANY: FORMER CONFORMED NAME: NEW DIRECTIONS MANUFACTURING INC DATE OF NAME CHANGE: 19970625 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UTEK CORP CENTRAL INDEX KEY: 0001098482 IRS NUMBER: 563603677 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2109 PALM AVENUE CITY: TAMPA STATE: FL ZIP: 33605 BUSINESS PHONE: 8137544330 MAIL ADDRESS: STREET 1: 2109 PALM AVENUE CITY: TAMPA STATE: FL ZIP: 33605 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

CUSIP No. 02968P100

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

 

AMERICAN SOIL TECHNOLOGIES, INC.

(Name of Issuer)

 

 

COMMON STOCK

(Title of Class of Securities)

 

 

02968P100

(CUSIP Number)

 

 

Carole Wright

UTEK Corporation

2109 E. Palm Avenue

Tampa, FL 33605

813-754-4330

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

January 25, 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 of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ¨

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.

 

Page 1 of 7

CUSIP No. 02968P100

 

  1.  

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

            UTEK CORPORATION

            59-3603677

    
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds (See Instructions)

 

            OO

    
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization:

 

            Delaware

    

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With  

  

  7.    Sole Voting Power

 

                6,889,390

 

  8.    Shared Voting Power

 

 

  9.    Sole Dispositive Power

 

                6,889,390

 

10.    Shared Dispositive Power

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            6,889,390

    
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

   ¨
13.  

Percent of Class Represented by Amount in Row (11)

 

            12.69%

    
14.  

Type of Reporting Person (See Instructions)

 

            CO

    

 

Page 2 of 7

 

CUSIP No. 02968P100

 

Item 1. Security and Issuer

The class of equity security to which this statement relates is the common stock, par value $.001 per share (the “Common Stock”), of American Soil Technologies, Inc., a Nevada corporation (“American Soil Technologies”). The address of the principal executive offices of American Soil Technologies is 12224 Montague Street, Pacoima, California 91331.

 

Item 2. Identity and Background

This statement on Schedule 13D (this “Statement”) is being filed by UTEK Corporation, a Delaware corporation (“UTEK”). UTEK is a publicly-held specialty finance company focused on technology transfers. UTEK’s services enable companies to acquire innovative technologies from universities and research laboratories worldwide. UTEK facilitates the identification and acquisition of external technologies for clients in exchange for their equity securities. In addition, UTEK offers companies the tools to search, analyze and manage university intellectual properties. UTEK is a business development company with operations in the United States, United Kingdom and Israel. UTEK’s principal business office is located at 2109 E. Palm Avenue, Tampa, Florida 33605.

To the best of UTEK’s knowledge as of the date hereof, set forth in Schedule I to this Schedule 13D and incorporated herein by reference is the following information with respect to each director and executive officer of UTEK:

(1) name;

(2) business address;

(3) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(4) citizenship.

During the last five years, neither UTEK nor, to the best of UTEK ‘s knowledge, any of its directors or executive officers has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

 

Page 3 of 7

 

CUSIP No. 02968P100

 

Item 3. Source and Amount of Funds or Other Consideration

On September 28, 2005, UTEK entered into a Strategic Alliance Agreement with American Soil Technologies, pursuant to which UTEK agreed to perform certain services for American Soil Technologies during the subsequent 12-month period, relating to the identification and acquisition of new technology, in consideration of a payment of 317,557 shares of the common stock of American Soil Technologies. Such shares were delivered in advance and earned ratably over the 12-month period.

On March 15, 2006, UTEK received 4,275,000 shares of Series B convertible preferred stock of American Soil Technologies in connection with the sale of its wholly-owned subsidiary, Advanced Fertilizer Technologies, Inc. (“AFT”), to American Soil Technologies. At the time of the sale, AFT held $300,000 in cash and technology licensed from Robinson Investment Trust. The 4,275,000 shares of Series B preferred stock were automatically converted into $2,250,000.00 worth of common shares of American Soil Technologies on March 14, 2007, based upon the closing bid price of the common stock on that date, which was $0.32, resulting in their conversion into 6,679,688 shares of common stock on that date.

UTEK has no present plans or proposals relating to American Soil Technologies which relate to or would result in:

 

(a) The acquisition by any person of additional securities of American Soil Technologies;

 

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving American Soil Technologies or any of its subsidiaries;

 

(c) A sale or transfer of a material amount of assets of American Soil Technologies or any of its subsidiaries;

 

(d) Any change in the present board of directors or management of American Soil Technologies, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e) Any material change in the present capitalization or dividend policy of American Soil Technologies;

 

(f) Any other material change in American Soil Technologies’ business or corporate structure including but not limited to, if American Soil Technologies is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

 

(g) Changes in American Soil Technologies’ charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of American Soil Technologies by any person;

 

(h) Causing a class of securities of American Soil Technologies to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i) A class of equity securities of American Soil Technologies becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

(j) Any action similar to any of those enumerated above.

 

Page 4 of 7

 

CUSIP No. 02968P100

UTEK intends to sell the shares of common stock it presently holds, and those into which it converts the preferred stock of American Soil Technologies in the future, as permitted under SEC Rule 144 and as market conditions permit.

 

Item 4. Purpose of Transaction

See Item 3 above.

 

Item 5. Interest in Securities of American Soil Technologies

As of January 28, 2008, UTEK was the beneficial owner of 6,889,390 shares of common stock of American Soil Technologies which constitutes approximately 12.69% based on the number of shares outstanding as contained in the most recently available filings with the Commission by American Soil Technologies, Inc. UTEK has the sole power to vote and dispose of all of such shares.

In the last 60 days, UTEK has sold 20,000 shares of the common stock of American Soil Technologies at $.10 per share in open market transactions: 5,000 shares on January 14 and 15,000 shares on January 15.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of American Soil Technologies

There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of American Soil Technologies, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7. Material to Be Filed as Exhibits

The following documents are attached hereto as exhibits:

 

Exhibit No.:

    
7.1   Agreement and Plan of Acquisition, dated March 15, 2006, among Advanced Fertilizer Technologies, Inc., UTEK Corporation and American Soil Technologies, Inc. (Incorporated herein by reference to Exhibit 7.1 to the original Schedule 13D filed with the SEC on March 8, 2007).
7.2   Strategic Alliance Agreement between UTEK Corporation and American Soil Technologies, Inc., dated September 28, 2005. (Incorporated herein by reference to Exhibit 7.1 to the original Schedule 13D filed with the SEC on March 8, 2007).

 

Page 5 of 7

 

CUSIP No. 02968P100

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.

 

January 28, 2008

/s/ Carole R. Wright

Signature

Carole R. Wright, Chief Financial Officer

Name/Title

 

Page 6 of 7

 

CUSIP No. 02968P100

SCHEDULE I

 

NAME

   

WORK ADDRESS

   

OCCUPATION

   

CITIZENSHIP

Stuart Brooks, M.D.

    University of South Florida 13201 Bruce B. Downs Blvd. Tampa, FL 33612    Professor of Medicine & Director of NIOSH Education & Research Center at USF    US

Arthur Chapnik

    500 East 77th Street, #1826 New York, NY 10162    President, Harrison McJade & Co., Ltd.    US

Clifford M. Gross, Ph.D.

    UTEK Corporation 2109 E. Palm Avenue Tampa, FL 33605    Chairman & Chief Executive Officer of UTEK    US

Kwabena Gyimah-Brempong

    USF – Economics Dept. 4202 E. Fowler Avenue, BSN3403 Tampa, FL 33620    Chairman & Professor of Economics USF School of Business    US

Holly Callen Hamilton

    Callen & Associates Financial Assoc. 7903 Wyoming Court Minneapolis, MN 55438    President, Callen & Associates Financial Services, Inc.    US

Rt. Hon. Francis Maude

    25 Victoria Street London, SW1H 0DL United Kingdom    Member of Parliament and Chairman of the Conservative Party    United Kingdom

John J. Micek III, J.D.

    300 Hamilton Avenue, 4th Floor Palo Alto, CA 94301    Managing Director, Silicon Prairie Partners, LP    US

Sam I. Reiber, J.D.

    2109 E. Palm Avenue Tampa, FL 33605    Attorney at Law (VP and General Counsel for UTEK)    US

Keith A. Witter, J.D.

    423 3rd Avenue SE Rochester, MN 55904    President, FFP Investment Advisors, Inc.    US

 

Page 7 of 7

-----END PRIVACY-ENHANCED MESSAGE-----