FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD. [ IEVM.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 08/21/2012 | J4(1) | 491,690 | A | $0.0687(2) | 9,681,613 | D(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
8% Convertible Debenture | $0.1 | 08/21/2012 | 4H(4) | $376,125 | 07/07/2011 | (5) | Common Stock | 3,761,250 | (6)(7) | $0 | D(3) | |||
8% Convertible Secured Promissory Note(8) | $0.1 | 08/21/2012 | 4H | $100,000 | 09/23/2011 | (9) | Common Stock | 1,000,000 | (6)(7) | $0 | D(3) | |||
8% Convertible Debenture | $0.1 | 08/21/2012 | 4P | $476,125 | 08/21/2012 | (10) | Common Stock | 4,761,250 | (6)(7) | $476,125 | D(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On August 21, 2012, the issuer issued 491,690 shares of its common stock to Zanett Opportunity Fund, Ltd. (the "Fund") as payment of $33,800 of accrued interest due on the 8% convertible debenture, in the principal amount of $376,125, issued to the Fund on July 7, 2011 (the "Zanett July 2011 Debenture") for the period commencing July 7, 2011 through August 21, 2012. |
2. The number of shares of the issuer's common stock issued as payment of the accrued interest was calculated based on the market price of the issuer's common stock ($0.07 per share for the period commencing July 7, 2011 through July 6, 2012 and $0.06 per share for the period commencing July 7, 2012 through August 21, 2012) as defined in the Zanett July 2011 Debenture. The reported price represents the amount of accrued interest ($33,800) divided by the amount of common stock issued as payment of the interest (491,690). |
3. The Fund owns the reported securities directly. McAdoo Capital, Inc. ("McAdoo Capital") may be deemed to have an indirect interest in these securities as investment manager of the Fund. Zachary McAdoo may be deemed to have an indirect interest in these securities in his capacity as President and owner of McAdoo Capital. Both McAdoo Capital and Mr. McAdoo disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the reporting of these securities by them shall not be deemed to be an admission that McAdoo Capital or Mr. McAdoo have beneficial ownership of such securities for purposes of Section 16 of the Exchange Act of 1934, or for any other purposes. |
4. This derivative security was the Zanett July 2011 Debenture referenced in footnote 1; in addition to a long derivative position, its terms contained provisions whereby the issuer had the option to convert the Fund's debenture into common stock that were conditioned on certain events that were inapplicable as of the date of cancellation. |
5. The terms of the Zanett July 2011 Debenture allowed the Fund to convert the debenture at any time to common stock of the issuer at $0.10 per share; if converted, the Fund would have received 3,761,250 additional shares. |
6. The three transactions reported in Table II above involved the refinancing of outstanding debt by means of cancelling the Zanett July 2011 Debenture and the 8% convertible secured promissory note, in the principal amount of $100,000, issued to the Fund on September 23, 2011 (the "Secured Note") and issuing an 8% Convertible Debenture on August 21, 2012, for the same aggregate amount of $476,125 (the "Zanett Debenture"). |
7. The Zanett Debenture has a three-year term maturing on August 21, 2015 and bears interest at a rate of 8% per annum. Interest is payable in annual installments in cash or, at the option of the issuer, in shares of the issuer's common stock. The entire principal amount of the Zanett Debenture is convertible at any time into shares of the issuer's common stock at the option of the holder at a conversion price of $0.10 per share. In addition, at the option of the issuer, the entire principal amount of the Zanett Debenture is convertible into shares of the issuer's common stock at $0.10 per share upon the occurrence of the merger or acquisition of the issuer or if the average closing price of the issuer's common stock for any period of ten consecutive trading days is greater than or equal to $0.15 per share. An aggregate of 4,761,250 shares of the issuer's common stock can be issued pursuant to the Zanett Debenture at the conversion price of $0.10 per share. |
8. This derivative security was the Secured Note referenced in footnote 6; it was reported as an "8% Convertible Debenture" on the Form 4 filed for its purchase on October 3, 2011. |
9. The terms of the Secured Note allowed the Fund to convert the debenture at any time to common stock of the issuer at $0.10 per share; if converted, the Fund would have received 1,000,000 additional shares. |
10. This derivative security is the Zanett Debenture referenced in footnote 6. The Fund may convert the Zanett Debenture at any time to common stock of the issuer at $0.10 per share; if converted, the Fund will receive 4,761,250 additional shares. The Zanett Debenture matures on August 21, 2015, however, in the event that the Zanett Debenture is not repaid, it remains exercisable. |
/s/ Zachary McAdoo, President, McAdoo Capital, Inc., Investment Manager of Zanett Opportunity Fund, Ltd. | 02/14/2013 | |
/s/ Zachary McAdoo, President, McAdoo Capital, Inc. | 02/14/2013 | |
/s/ Zachary McAdoo | 02/14/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |