-----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, PpeOPep7q5vkrTwXEPvdzaVzHfwtZTqVL8xiHJLhzgb6WVpgxTbTZak8VbDCGOLp XXAYRuZz9Bscg7iQyZtHqw== 0001341004-09-000378.txt : 20090217 0001341004-09-000378.hdr.sgml : 20090216 20090217111100 ACCESSION NUMBER: 0001341004-09-000378 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RASER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001103078 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 870638510 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79254 FILM NUMBER: 09608459 BUSINESS ADDRESS: STREET 1: 941 E 3665 S CITY: SLC STATE: UT ZIP: 84106 BUSINESS PHONE: 8012316735 MAIL ADDRESS: STREET 1: 5152 NORTH EDGEWOOD DRIVE STREET 2: STE 375 CITY: PROVO STATE: UT ZIP: 84604 FORMER COMPANY: FORMER CONFORMED NAME: WASATCH WEB ADVISORS INC DATE OF NAME CHANGE: 20000330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLETCHER ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0000898338 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 22 EAST 67TH STREET STREET 2: -- CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212 284 4800 MAIL ADDRESS: STREET 1: 22 EAST 67TH STREET CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G/A 1 fletcher_raser-sc13ga.htm SC-13G/A fletcher_raser-sc13ga.htm
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


SCHEDULE 13G/A
(Rule 13d-102)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*


RASER TECHNOLOGIES, INC.
(Name of Issuer)



Common Stock, $0.01 par value
(Title of Class of Securities)



754055101
(CUSIP Number)



December 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:
     
  x 
Rule 13d-1(b)
     
  o 
Rule 13d-1(c)
     
  o 
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).
 
1
 
   CUSIP No. 754055101
13G/A
Page      2     of      8     Pages

1.
NAMES OF REPORTING PERSONS.
Fletcher Asset Management, Inc.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)          □
(b)          □
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
5,959,619
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
5,959,619
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,959,619
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
□
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.1%
12.
TYPE OF REPORTING PERSON
 
IA
 
2
 
CUSIP No. 754055101
13G/A
Page      3     of      8     Pages

1.
NAMES OF REPORTING PERSONS.
Fletcher International, Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)          □
(b)          □
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,959,619
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
□
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.1%
12.
TYPE OF REPORTING PERSON
 
CO
 
3
 
CUSIP No. 754055101
13G/A
Page      4      of      8      Pages

1.
NAMES OF REPORTING PERSONS.
Alphonse Fletcher, Jr.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)          □
(b)          □
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,959,619
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
□
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.1%
12.
TYPE OF REPORTING PERSON
 
HC

4
 
Item 1(a).
Name of Issuer:
   
 
Raser Technologies, Inc.
   
Item 1(b).
Address of Issuer's Principal Executive Offices:
   
 
5152 North Edgewood Drive, Suite 375
Provo, Utah 84604
   
Item 2(a).
Names of Persons Filing:
   
 
Fletcher Asset Management, Inc. ("FAM"), Fletcher International, Ltd. ("FIL") and Alphonse Fletcher, Jr.
   
Item 2(b).
Address of Principal Business Office or, if none, Residence:
   
 
c/o Fletcher Asset Management, Inc.
48 Wall Street
5th Floor
New York, New York 10005
   
Item 2(c).
Citizenship:
   
 
FAM is a corporation organized under the laws of the State of Delaware. FIL is a company domiciled in Bermuda.  Alphonse Fletcher, Jr. is a citizen of the United States.
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, $0.01 par value
   
Item 2(e).
CUSIP Number:
   
 
754055101
   
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
   
(a)
[  ]
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
     
(b)
[  ]
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
     
(c)
[  ]
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
     
(d)
[  ]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
     
(e)
[X]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
     
(f)
[  ]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
     
(g)
[X]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
(h)
[  ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
5
 
     
(i)
[  ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
     
(j)
[  ]
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
     
(k)
[  ]
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
     
         If this statement is filed pursuant to Rule 13d-1(c), check this box [   ].
 
Item 4.
Ownership.
   
(a)
Amount Beneficially Owned:
   
 
5,959,619 shares
   
(b)
Percent of Class:
   
 
9.1% (based on 65,736,644 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Raser Technologies, Inc. (the "Company") consisting of (i) 64,137,442 shares publicly reported by the Company to be outstanding as of January 14, 2009 and (ii) 1,599,202 shares of Common Stock underlying the Warrant (as defined below) beneficially owned by FAM, FIL and Mr. Fletcher issuable within 60 days of December 31, 2008).
   
(c)
Number of shares as to which FAM has:
   
 
(i)
Sole power to vote or to direct the vote:
     
   
5,959,619 shares
     
 
(ii)
Shared power to vote or to direct the vote:
     
   
0 shares
     
 
(iii)
Sole power to dispose or to direct the disposition of:
     
   
5,959,619 shares
     
 
(iv)
Shared power to dispose or to direct the disposition of:
     
   
0 shares

6
     
The 5,959,619 shares of Common Stock reported to be beneficially owned consist of (i) 4,360,417 shares of Common Stock issued to FIL pursuant to an Agreement dated November 13, 2008 (the "Agreement"), by and between the Company and FIL, and (ii) 1,599,202 shares of Common Stock issuable upon the exercise by FIL of a Warrant dated November 13, 2008 as modified (the "Warrant"), granted by the Company to FIL.  The beneficial ownership reported reflects the shares of Common Stock issuable within 60 days as of December 31, 2008.  The holdings do not reflect additional shares of Common Stock issuable upon the exercise of the Warrant commencing sixty-five (65) days after FIL provides one or more notices to the Company.
 
The shares of Common Stock of the Company reported to be beneficially owned consist of shares of Common Stock and Common Stock issuable under the Agreement and upon exercise of the Warrant held in one or more accounts managed by FAM (the "Accounts") for FIL.  FAM has sole power to vote and sole power to dispose of all shares of Common Stock issuable under the Agreement and underlying the Warrant in the Accounts.  By virtue of Mr. Fletcher's position as Chairman and Chief Executive Officer of FAM, Mr. Fletcher may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, such shares, and, therefore, Mr. Fletcher may be deemed to be the beneficial owner of such Common Stock.
 
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
Not Applicable
   
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
   
 
This Schedule 13G/A is filed by FAM, which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, with respect to the shares of Common Stock issued to FIL under the Agreement and assuming issuance of Common Stock issuable upon exercise of the Warrant to FIL held in the Accounts managed by FAM.  By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, FAM, FIL and Mr. Fletcher may each be deemed to beneficially own the shares of Common Stock issued to FIL and Common Stock underlying the Warrant held in the Accounts.  The Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares purchased for its account.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
   
 
This Schedule 13G/A is filed by FAM, FIL and Mr. Fletcher.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not Applicable
   
Item 9.
Notice of Dissolution of Group.
   
 
Not Applicable
   
Item 10.
Certifications.
   
 
By signing below Fletcher Asset Management, Inc., Fletcher International, Ltd. and Alphonse Fletcher, Jr. certify that, to the best of their 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.

7
SIGNATURE


After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:              February 13, 2009


 
Fletcher Asset Management, Inc.
  
       
       
 
By:
  /s/ Peter Zayfert  
       
   
Name:
Peter Zayfert
  
   
Title:
Authorized Signatory
  


 
Fletcher International, Ltd. by its duly authorized investment advisor,
Fletcher Asset Management, Inc.
       
       
 
By:
  /s/ Peter Zayfert   
       
   
Name:
Peter Zayfert
  
   
Title:
Authorized Signatory
  


 
Alphonse Fletcher, Jr., in his individual capacity
  
       
       
 
By:
  /s/  Denis J. Kiely  
       
   
Name:
Denis J. Kiely for Alphonse Fletcher, Jr.
  
   
*By Power of Attorney, dated February 14, 2001, attached as Exhibit A hereto.
  


 
8

Exhibit A
Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below revokes all prior Power of Attorney and appoints Denis J. Kiely to act severally as attorney-in-fact for the undersigned solely for the purpose of executing reports required under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission thereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Signed:  /s/ Alphonse Fletcher Jr.

Alphonse Fletcher Jr.

Dated:   February 14, 2001
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