-----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, EoLlOwJqZGAYongTS/hY5gmwj24k+FF947ckHTFMydAPY6A8Qh2KICd27kPQbwV6 rmGy6imvklQxEHSdY25/FQ== 0000950138-04-000150.txt : 20040213 0000950138-04-000150.hdr.sgml : 20040213 20040213171435 ACCESSION NUMBER: 0000950138-04-000150 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 GROUP MEMBERS: CAVALLO CAPITAL CORP. GROUP MEMBERS: PINE RIDGE FINANCIAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILLENNIUM CELL INC CENTRAL INDEX KEY: 0001114872 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 223726792 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59513 FILM NUMBER: 04600423 BUSINESS ADDRESS: STREET 1: INDUSTRIAL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7325424000 MAIL ADDRESS: STREET 1: INDUSTRIAL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAVALLO CAPITAL CORP CENTRAL INDEX KEY: 0001156911 IRS NUMBER: 13403888 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126519000 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 millenniumcell_feb13ga.txt CAVALLO\MILLENNIUM CELL\FEB 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Millennium Cell Inc. -------------------- (Name of Issuer) Common Stock, $0.001 par value per share ----------------------------------------- (Title of Class of Securities) 60038b105 --------- (CUSIP Number) December 31, 2003 ----------------- (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) *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). SCHEDULE 13G CUSIP NO. 60038b105 Page 2 of 7 _____________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Cavallo Capital Corp. _____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York _____________________________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARES Not applicable ______________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY Not applicable ______________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING Not applicable ______________________________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH Not applicable _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Not applicable _____________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON CO _____________________________________________________________________________ SCHEDULE 13G CUSIP NO. 60038b105 Page 3 of 7 _____________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Pine Ridge Financial, Inc. _____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands _____________________________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARES Not applicable ______________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY Not applicable ______________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING Not applicable ______________________________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH Not applicable _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Not applicable _____________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON CO _____________________________________________________________________________ SCHEDULE 13G CUSIP NO. 60038b105 Page 4 of 7 Item 1(a). Name of Issuer: Millennium Cell Inc. (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: 1 Industrial Way West Eatontown, New Jersey, 07724 Items 2(a), Name of Persons Filing Address of Principal Business Office and (b) and (c). Citizenship: This Amendment No. 1 to Schedule 13G is being filed on behalf of Cavallo Capital Corp., a New York corporation ("Cavallo"), and Pine Ridge Financial, Inc., a British Virgin Islands company ("Pine Ridge", together with Cavallo, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 1 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. The principal business office of Cavallo Capital Corp. is 660 Madison Avenue, 18th Floor, New York, N.Y. 10021. The principal business office of Pine Ridge is Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited, Wickhams Cay I, Vanterpool Plaza, P.O. Box 873, Road Town, Tortolla, British Virgin Islands. Item 2(d). Title of Class of Securities: Common Stock, $.001 par value per share, of the Issuer (the "Common Stock") Item 2(e). CUSIP Number: 60038b105 Item 3. Not applicable Item 4. Ownership. (a) Amount beneficially owned: N/A SCHEDULE 13G CUSIP NO. 60038b105 Page 5 of 7 (b) Percent of class: Less than 5% (c) Number of shares to which such person has: (i) Sole power to vote or direct the vote: N/A (ii) Shared power to vote or direct the vote: N/A (iii) Sole power to dispose or to direct the disposition of: N/A (iv) Shared power to dispose of or direct the disposition of: N/A 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 persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Cavallo Capital Corp. and Pine Ridge Financial, Inc. have ceased to be the owners of more than 5% of the outstanding Common Stock of the Issuer. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company. Not applicable Item 8. Identification and Classification of Members of the Group. Not applicable Item 9. Notice of Dissolution of a Group. Not applicable Item 10. Certification. 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 SCHEDULE 13G CUSIP NO. 60038b105 Page 6 of 7 securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SCHEDULE 13G CUSIP NO. 60038b105 Page 7 of 7 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: February 13, 2004 Cavallo Capital Corp. By: /s/ Eldad Gal -------------------------- Name: Eldad Gal Title: Managing Director Pine Ridge Financial, Inc. By: /s/ Avi Vigder -------------------------- Name: Avi Vigder Title: Authorized Person SCHEDULE 13G CUSIP NO. 60038b105 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to shares of Common Stock, $.001 par value per share, of Millennium Cell Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 13, 2004. Cavallo Capital Corp. By: /s/ Eldad Gal -------------------------- Name: Eldad Gal Title: Managing Director Pine Ridge Financial, Inc. By: /s/ Avi Vigder -------------------------- Name: Avi Vigder Title: Authorized Person -----END PRIVACY-ENHANCED MESSAGE-----