-----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, QJIqBFxz3scoC1HHlFChwjCMkHoySEtIDxVfhjdP3kLIB6EXN386/hVzZeT/HWZI PhFT7HxLnj6/U/w+7EdCqA== 0000902664-08-002269.txt : 20080620 0000902664-08-002269.hdr.sgml : 20080620 20080620164955 ACCESSION NUMBER: 0000902664-08-002269 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080620 DATE AS OF CHANGE: 20080620 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZBB ENERGY CORP CENTRAL INDEX KEY: 0001140310 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 391987014 STATE OF INCORPORATION: WI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82935 FILM NUMBER: 08910450 BUSINESS ADDRESS: STREET 1: N93 W14475 WHITTAKER WAY CITY: MENOMONEE FALLS STATE: X1 ZIP: 53051 BUSINESS PHONE: 262-253-9800 MAIL ADDRESS: STREET 1: N93 W14475 WHITTAKER WAY CITY: MENOMONEE FALLS STATE: X1 ZIP: 53051 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARDSLEY ADVISORY PARTNERS CENTRAL INDEX KEY: 0000900529 IRS NUMBER: 0 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-564-4230 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G 1 p08-1110sc13g.htm ZBB ENERGY CORPORATION

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

ZBB Energy Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(TITLE OF CLASS OF SECURITIES)

 

98876R204

(CUSIP Number)

 

June 17, 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:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

 

 

(Page 1 of 14 Pages)

 

______________________________

* 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).

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 2 of 14 Pages

 

 

 

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON

Ardsley Partners Renewable Energy Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

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

0

6

SHARED VOTING POWER

167,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

167,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

167,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.59%

12

TYPE OF REPORTING PERSON**

OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 3 of 14 Pages

 

 

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON

Ardsley Renewable Energy Offshore Fund Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(see instructions)

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

328,600

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

328,600

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

328,600

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.13%

12

TYPE OF REPORTING PERSON**

CO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 4 of 14 Pages

 

 

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON

Ardsley Advisory Partners

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Connecticut

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

529,800

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

529,800

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

529,800

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.04%

12

TYPE OF REPORTING PERSON**

PN; IA

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 5 of 14 Pages

 

 

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON

Ardsley Partners I

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Connecticut

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

167,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

167,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

167,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.59%

12

TYPE OF REPORTING PERSON**

PN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 6 of 14 Pages

 

 

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON

Philip J. Hempleman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

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

529,800

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

529,800

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

529,800

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.04%

12

TYPE OF REPORTING PERSON**

IN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 7 of 14 Pages

 

 

Item 1(a).

NAME OF ISSUER:

 

 

 

The name of the issuer is ZBB Energy Corporation (the "Company").

 

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

N93 W14475 Whittaker Way, Menomonee Falls, WI 53051

 

Item 2(a).

NAME OF PERSON FILING:

 

 

 

This statement is filed by:

 

 

(i)

Ardsley Partners Renewable Energy Fund, L.P., a Delaware limited partnership ("Renewable Energy"), with respect to the shares of Common Stock, par value $0.01 per share ("Common Stock") directly owned by it;

 

(ii)

Ardsley Renewable Energy Offshore Fund Ltd., a British Virgin Islands corporation ("Renewable Offshore"), with respect to the shares of Common Stock directly owned by it;

 

(iii)

Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Manager of Renewable Offshore and the Investment Adviser of Renewable Energy and one or more managed accounts, with respect to the shares of Common Stock directly owned by Renewable Offshore, Renewable Energy and such managed accounts;

 

(iv)

Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of Renewable Energy; and

 

(v)

Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the shares of Common Stock owned by Renewable Energy, Renewable Offshore and the managed accounts.

 

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b).

ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:

 

The address of the business office of each of the Reporting Persons, with the exception of Renewable Offshore, is 262 Harbor Drive, Stamford, Connecticut 06902.

The address of the registered office of Renewable Offshore is Romasco Place, Wickhams Cay 1, Roadtown Tortola, British Virgin Islands.

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 8 of 14 Pages

 

 

Item 2(c).

CITIZENSHIP:

 

Renewable Energy is a Delaware limited partnership. Renewable Offshore is a British Virgin Islands corporation. Ardsley and Ardsley Partners are New York general partnerships. Mr. Hempleman is a United States Citizen.

 

Item 2(d).

TITLE OF CLASS OF SECURITIES:

 

Common Stock, par value $0.01 per share

 

Item 2(e).

CUSIP NUMBER:

 

98876R204

 

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

 

(a)

o

Broker or dealer registered under Section 15 of the Act

(b)

o

Bank as defined in Section 3(a)(6) of the Act

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act

(d)

o

Investment Company registered under Section 8 of the Investment Company Act

(e)

o

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940

(f)

o

Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)

(g)

o

Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see item 7

(h)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

 

If this statement is filed pursuant to Rule 13d-1(c), check the box. x

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 9 of 14 Pages

 

 

Item 4.

OWNERSHIP

 

A.

Ardsley Partners Fund II, L.P.

 

 

(a)

Amount beneficially owned: 167,000

 

 

(b)

Percent of class: 1.59%. (The percentages used herein and in the rest of Item 4 are calculated based upon the 10,512,283 shares of Common Stock issued and outstanding as of May 13, 2008, as per the Company's Quarterly Report on Form 10-QSB, as filed with the Securities and Exchange Commission on May 15, 2008.)

 

 

(c)

(i)

Sole Power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: 167,000

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: 167,000

 

B.

Renewable Offshore Fund Ltd.

 

 

(a)

Amount beneficially owned: 328,600

 

 

(b)

Percent of class: 3.13%

 

 

(c)

(i)

Sole Power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: 328,600

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: 328,600

 

C.

Ardsley Advisory Partners

 

 

(a)

Amount beneficially owned: 529,800

 

 

(b)

Percent of class: 5.04%

 

 

(c)

(i)

Sole Power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: 529,800

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: 529,800

 

D.

Ardsley Partners I

 

 

(a)

Amount beneficially owned: 167,000

 

 

(b)

Percent of class: 1.59%

 

 

(c)

(i)

Sole Power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: 167,000

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: 167,000

 

E.

Philip J. Hempleman

 

 

(a)

Amount beneficially owned: 529,800

 

 

(b)

Percent of class: 5.04%

 

 

(c)

(i)

Sole Power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: 529,800

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: 529,800

 

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 10 of 14 Pages

 

 

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.

 

Ardsley, the Investment Manager of Renewable Offshore and the Investment Adviser of one or more managed accounts, has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Renewable Offshore, and the managed accounts, and accordingly may be deemed the direct "beneficial owner" of such shares of Common Stock.

Ardsley, the Investment Adviser of Renewable Energy, shares the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Renewable Energy and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.

Ardsley Partners, the General Partner of Renewable Energy, shares the power to vote and direct the disposition of the shares of Common Stock owned by Renewable Energy, and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.

Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and in that capacity directs their operations and therefore may be deemed to be the indirect "beneficial owner" of the shares of Common Stock owned by Renewable Offshore, Renewable Energy and the managed accounts. Mr. Hempleman disclaims beneficial ownership of all of the shares of Common Stock reported in this 13G.

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

See Exhibit I.

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

Item 10.

CERTIFICATION.

 

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 11 of 14 Pages

 

 

SIGNATURES

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: as of June 20, 2008

 

 

 

ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.

 

 

 

 

 

By:

ARDSLEY PARTNERS I,

 

 

 

GENERAL PARTNER

 

 

 

 

 

 

 

 

 

 

By:

/s/ Steve Napoli

 

 

 

 

Steve Napoli

 

 

 

General Partner

 

 

 

 

 

 

 

 

ARDSLEY RENEWABLE ENERGY OFFSHORE FUND LTD.

 

 

 

 

 

By:

/s/ Neil Glass

 

 

 

 

Neil Glass

 

 

 

Director

 

 

 

 

 

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 12 of 14 Pages

 

 

 

 

 

 

 

 

ARDSLEY ADVISORY PARTNERS

 

 

 

 

 

By:

ARDSLEY PARTNERS I,

 

 

 

GENERAL PARTNER

 

 

 

 

 

 

 

 

 

 

By:

/s/ Steve Napoli

 

 

 

 

Steve Napoli

 

 

 

General Partner

 

 

 

 

 

 

 

 

ARDSLEY PARTNERS I.

 

 

 

 

 

By:

/s/ Steve Napoli

 

 

 

 

Steve Napoli

 

 

 

General Partner

 

 

 

 

 

 

 

 

PHILIP J. HEMPLEMAN, INDIVIDUALLY

 

 

 

 

 

By:

/s/ Steve Napoli*

 

 

 

 

Steve Napoli

 

 

 

General Partner

 

 

As attorney in fact for

 

 

Philip J. Hempleman

 

 

 

 

 

 

*

Evidence of Power of Attorney was filed with the Schedule 13G filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.

 

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 13 of 14 Pages

 

 

EXHIBIT I

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated as of June 20, 2008

 

 

 

ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.

 

 

 

 

 

By:

ARDSLEY PARTNERS I,

 

 

 

GENERAL PARTNER

 

 

 

 

 

 

 

 

 

 

By:

/s/ Steve Napoli

 

 

 

 

Steve Napoli

 

 

 

General Partner

 

 

 

 

 

 

 

 

ARDSLEY RENEWABLE ENERGY OFFSHORE FUND LTD.

 

 

 

 

 

By:

/s/ Neil Glass

 

 

 

 

Neil Glass

 

 

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 


CUSIP No. 98876R204

 

13G

Page 14 of 14 Pages

 

 

 

 

ARDSLEY ADVISORY PARTNERS

 

 

 

 

 

By:

ARDSLEY PARTNERS I

 

 

 

GENERAL PARTNER

 

 

 

 

 

 

 

 

 

 

By:

/s/ Steve Napoli

 

 

 

 

Steve Napoli

 

 

 

General Partner

 

 

 

 

 

 

 

 

ARDSLEY PARTNERS I

 

 

 

 

 

By:

/s/ Steve Napoli

 

 

 

 

Steve Napoli

 

 

 

General Partner

 

 

 

 

 

 

 

 

 

PHILIP J. HEMPLEMAN, INDIVIDUALLY

 

 

 

 

 

By:

/s/ Steve Napoli*

 

 

 

 

Steve Napoli

 

 

Attorney in fact for

 

 

Philip J. Hempleman

 

 

 

 

 

 

*

Evidence of Power of Attorney was filed with the Schedule 13G filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.

 

 

 

 

 

 

 

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