-----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, AS02qWKOoI0t1fJkuin2h5IkerVJTVoYVgQHQAj3EtWaCbAqzAVAP+V6LH4U2aEQ ZOA4EachnN6uVIzeTE0rMw== 0001019056-08-000283.txt : 20080215 0001019056-08-000283.hdr.sgml : 20080215 20080215112448 ACCESSION NUMBER: 0001019056-08-000283 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLESSEY ROBERT L CENTRAL INDEX KEY: 0001053313 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 9142324510 MAIL ADDRESS: STREET 1: 51 LYON RIDGE RD CITY: KATONAH STATE: NY ZIP: 10536 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAGEMARK COMPANIES LTD CENTRAL INDEX KEY: 0000089041 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 131948169 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39346 FILM NUMBER: 08621516 BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125544219 MAIL ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED TECHNOLOGY GROUP LTD DATE OF NAME CHANGE: 19950525 FORMER COMPANY: FORMER CONFORMED NAME: SEQUENTIAL INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEQUENTIAL ELECTRONIC SYSTEMS INC DATE OF NAME CHANGE: 19680822 SC 13D/A 1 blessey_13a.txt SC 13D/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 The Sagemark Companies Ltd. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 78668E108 (CUSIP Number) Robert L. Blessey 51 Lyon Ridge Road Katonah, New York 10536 Telephone 914.232.4510 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) Copies to: The Sagemark Companies Ltd. Ron Lipstein, President and Chief Executive Officer 1285 Avenue of the Americas, 35th Floor New York, New York 10019 Telephone 212.554.4219 February 15, 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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. 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 disclosures provided in a prior cover page. 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 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. 78668E108 Page 2 of 5 - -------------------------------- ---------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert L. Blessey - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS See Note 1 on Page 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED 321,811 shares of common stock BY EACH REPORTING --------------------------------------------------- PERSON WITH 8 SHARED VOTING POWER N/A --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 321,811 shares of common stock --------------------------------------------------- 10 SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 321,811 shares of common stock. See Note 2 on Page 3 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.19% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- NOTE 1. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Person acquired 571,811 shares of common stock of the Issuer and disposed of 250,000 shares of common stock of the Issuer pursuant to the following transactions: SHARES FUNDS OR OTHER CONSIDERATION 977 Acquired by Bocara Corp. in May 2001 pursuant to a Stock Purchase Agreement dated as of May 14, 2001, as amended, by and among the Issuer, Pamels Corp., John M. Donaldson Revocable Trust, Tara Capital, Inc., Bocara Corporation, Mercury Capital Corp., Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. in consideration of and in exchange for shares of common stock of Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. owned by Bocara Corp.. Bocara Corp. is a Nevada corporation whose shareholders and officers are the Reporting Person and his spouse. The Reporting Person owns 25% of Bocara Corp. and his spouse owns 75%. Although the Reporting Person disclaims beneficial ownership of his spouse's 75% of Bocara Corp., as the Reporting Person is the Secretary and a Dirctor of Bocara Corp., 100% of the shares of common stock of the Issuer owned by Bocara Corp. are included herein 525,000 Acquired by Bocara Corp. in June 2004 pursuant to an earn-out provision of a Stock Purchase Agreement dated as of May 14, 2001, as amended, by and among the Issuer, Pamels Corp., John M. Donaldson Revocable Trust, Tara Capital, Inc., Bocara Corporation, Mercury Capital Corp., Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. in consideration of and in exchange for shares of common stock of Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. owned by Bocara Corp.. Bocara Corp. is a Nevada corporation whose shareholders and officers are the Reporting Person and his spouse. The Reporting Person owns 25% of Bocara Corp. and his spouse owns 75%. Although the Reporting Person disclaims beneficial ownership of his spouse's 75% of Bocara Corp., as the Reporting Person is the Secretary and a Director of Bocara Corp., 100% of the shares of common stock of the Issuer owned by Bocara Corp. are included herein. 33,334 Acquired by the Reporting Person with personal funds. 12,500 Represents vested but unexercised shares underlying a warrant issued by the Issuer to the Reporting Person which expires on October 10, 2010 and is execisable at $1.60 per share. ------- 571,811 TOTAL SHARES ACQUIRED ======= - 250,000 Transferred from Bocara Corp. to Seven J's Corp. on July 19, 2007 for nominal consideration. Bocara Corp. is a Nevada corporation whose shareholders and officers are the Reporting Person and his spouse. The Reporting Person owns 25% of Bocara Corp. and his spouse owns 75%. Although the Reporting Person disclaims beneficial ownership of his spouse's 75% of Bocara Corp., as the Reporting Person is the Secretary and a Director of Bocara Corp., 100% of the shares of common stock of the Issuer owned by Bocara Corp. are included herein ------- 321,811 TOTAL SHARES AT FEBRUARY 15, 2008 Page 3 of 5 NOTE 2. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Total aggregate of 321,811 shares of common stock beneficially owned by the Reporting Person includes 12,500 vested but unexercised shares underlying a warrant issued by the Issuer to the Reporting Person which expires on October 10, 2010 and is execisable at $1.60 per share; 33,334 shares of common stock of the Issuer registered in the Reporting Person's name and; 275,977 shares owned by Bocara Corp., a Nevada corporation whose shareholders and officers are the Reporting Person and his spouse. Although the Reporting Person disclaims beneficial ownership of his spouse's 75% of Bocara Corp., as the Reporting Person is the Secretary and a Director of Bocara Corp., 100% of the shares of common stock of the Issuer owned by Bocara Corp. are included herein. Page 4 of 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true, complete and correct. Dated: February 15, 2008 By: /s/ Robert L. Blessey ------------------------------------- Name: Robert L. Blessey Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----