-----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, DaSGbuh+vNUVYK9+YTDztj3+jffsdGM/GjKCTxDKkZ1NDFx0kwUXN7I3zJxmomeq h5PAaLAsgrhEF5Rp14kClw== 0001144204-04-022907.txt : 20041228 0001144204-04-022907.hdr.sgml : 20041228 20041228094701 ACCESSION NUMBER: 0001144204-04-022907 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041228 DATE AS OF CHANGE: 20041228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HIENERGY TECHNOLOGIES INC CENTRAL INDEX KEY: 0001112424 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 912022980 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61763 FILM NUMBER: 041227506 BUSINESS ADDRESS: STREET 1: 1601 ALTON PARKWAY STREET 2: UNIT B CITY: IRVINE STATE: CA ZIP: 92606 BUSINESS PHONE: 9497570855 MAIL ADDRESS: STREET 1: 1601 ALTON PARKWAY STREET 2: UNIT B CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: SLW ENTERPRISES INC DATE OF NAME CHANGE: 20000419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Platinum Partners Value Arbitrage Fund, LP CENTRAL INDEX KEY: 0001299265 IRS NUMBER: 141861954 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-581-0500 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 v010469.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 1) HiEnergy Technologies, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 42952V 10 1 (CUSIP Number) Mark Nordlicht Platinum Partners Value Arbitrage Fund LP 152 W. 57th Street, 54th Floor New York, NY 10019 (212) 581-0500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 23, 2004 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) CUSIP No. 42952V 10 1 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only). Platinum Partners Value Arbitrage Fund LP - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions). (a) |_| (b) |_| - -------------------------------------------------------------------------------- (3) SEC Use Only. - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization. Cayman Islands - -------------------------------------------------------------------------------- (5) Sole Voting Power: 2,092,102 ----------------------------------------------------------- Number of Shares (6) Shared Voting Power: 0 Beneficially Owned ----------------------------------------------------------- by Each Reporting (7) Sole Dispositive Power: 2,092,102 Person With ----------------------------------------------------------- (8) Shared Dispositive Power: 0 - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person. - -------------------------------------------------------------------------------- 2,092,102 shares of Common Stock and warrants to purchase 3,514,404 shares of Common Stock at $0.75 per share, 914,400 shares of Common Stock at $1.25 per share, and 1,076,667 shares of Common Stock at $0.45 per share. The Reporting Person may not exercise any of the warrants if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by the Reporting Person at such time, the number of shares of Common Stock which would result in the Reporting Person owning more than 4.999% of all of the Common Stock outstanding at such time. This restriction may be revoked upon sixty-one (61) days prior notice from the Reporting Person to the Issuer. - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. |_| - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row 9. 4.9% - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions). PN - -------------------------------------------------------------------------------- 2 Item 1. (a) Name of Issuer. HiEnergy Technologies, Inc. (b) Address of Issuer's Principal Executive Offices. 1601B Alton Parkway Irvine, CA 92606 Item 2. (a) Name of Person Filing. Platinum Partners Value Arbitrage Fund LP (b) Address or Principal Business Office or, if none, Residence. Platinum Partners Value Arbitrage Fund LP 152 W. 57th Street, 54th Floor New York, NY 10019 (c) Citizenship or Place of Organization. Cayman Islands (d) Title of Class of Securities. Common Stock, par value $0.001 per share (e) CUSIP No. 42952V 10 1 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); 3 (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 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); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount Beneficially Owned: 2,092,102 Shares of Common Stock (b) Percent of class: 4.9% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,092,102 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,092,102 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X]. Item 6. Ownership of More than 5 Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A Item 8. Identification and Classification of Members of the Group. 4 If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. N/A Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. N/A Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. 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: December 27, 2004 PLATINUM PARTNERS VALUE ARBITRAGE FUND LP by its General Partner Platinum Management, Inc. By: /s/ MARK NORDLICHT ------------------ Name: Mark Nordlicht Title: Director 5 -----END PRIVACY-ENHANCED MESSAGE-----