-----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, ApKSscdbhQ9H6++1W20msR6QAoD5e3Zd6CI8daLN40mo02ggcpRhJtKeCgaXAUiG xAo+mE14U51y5t254oElUQ== 0001019687-07-002656.txt : 20070816 0001019687-07-002656.hdr.sgml : 20070816 20070816171251 ACCESSION NUMBER: 0001019687-07-002656 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070816 DATE AS OF CHANGE: 20070816 GROUP MEMBERS: DAVID GELBAUM GROUP MEMBERS: MONICA CHAVEZ GELBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPEN ENERGY CORP CENTRAL INDEX KEY: 0001176193 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980370750 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79664 FILM NUMBER: 071063182 BUSINESS ADDRESS: STREET 1: 514 VIA DE LA VALLE STREET 2: SUITE 200 CITY: SOLANA BEACH STATE: CA ZIP: 92075 BUSINESS PHONE: (858) 794-8800 MAIL ADDRESS: STREET 1: 514 VIA DE LA VALLE STREET 2: SUITE 200 CITY: SOLANA BEACH STATE: CA ZIP: 92075 FORMER COMPANY: FORMER CONFORMED NAME: BARNABUS ENERGY, INC. DATE OF NAME CHANGE: 20050822 FORMER COMPANY: FORMER CONFORMED NAME: BARNABUS ENTERPRISES LTD DATE OF NAME CHANGE: 20020621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Quercus Trust CENTRAL INDEX KEY: 0001403463 IRS NUMBER: 552829330 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2309 SANTIAGO DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 760-942-0157 MAIL ADDRESS: STREET 1: 2309 SANTIAGO DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D 1 openenergy_sc13d-081607.txt OPEN ENERGY CORP. CUSIP No. 98155N106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Open Energy Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 98155N106 (CUSIP Number) Joseph P. Bartlett, Esq. Greenberg Glusker Fields Claman & Machtinger LLP 1900 Avenue of the Stars, Suite 2100 Los Angeles, CA 90067 (310) 201-7481 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 20, 2007 (Date of Event which Requires Filing of this Statement) If the reporting person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David Gelbaum, Trustee, The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) / / (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 10,584,500 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 10,584,500 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 10,584,500 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / (13) Percent of Class Represented by Amount in Row (11) 11.4%(1) (14) Type of Reporting Person (See Instructions) IN - -------------------- (1) Based on 92,651,519 shares of Common Stock, par value $0.01 per share outstanding on April 16, 2007, as reported in the Issuer's Quarterly Report on Form 10-QSB for the quarter ended February 28, 2007. 2 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Monica Chavez Gelbaum, Trustee, The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) / / (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 10,584,500 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 10,584,500 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 10,584,500 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / (13) Percent of Class Represented by Amount in Row (11) 11.4%(1) (14) Type of Reporting Person (See Instructions) IN - -------------------- (1) Based on 92,651,519 shares of Common Stock, par value $0.01 per share outstanding on April 16, 2007, as reported in the Issuer's Quarterly Report on Form 10-QSB for the quarter ended February 28, 2007. 3 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) / / (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 10,584,500 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 10,584,500 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 10,584,500 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / (13) Percent of Class Represented by Amount in Row (11) 11.4%(1) (14) Type of Reporting Person (See Instructions) OO - -------------------- (1) Based on 92,651,519 shares of Common Stock, par value $0.01 per share outstanding on April 16, 2007, as reported in the Issuer's Quarterly Report on Form 10-QSB for the quarter ended February 28, 2007. 4 Item 1. Security and Issuer This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by The Quercus Trust, David Gelbaum and Monica Chavez Gelbaum (the "reporting persons") with the Securities and Exchange Commission on July 19, 2007 (the "Initial Schedule 13D"). Capitalized terms used in this Amendment No. 1 but not otherwise defined herein have the meanings given to them in the Initial Schedule 13D or prior amendments thereto. This Amendment No. 1 is being made to disclose the acquisition of additional shares (the "Shares") of Common Stock of the Issuer. Except as otherwise set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the reporting persons in the Initial Schedule 13D. Item 5. Interest in Securities of the Issuer (a) As of the date of this Amendment No. 1, each reporting person beneficially owns 10,584,500 shares of Common Stock, which are held of record by the Trust. (b) Each of David Gelbaum and Monica Chavez Gelbaum, acting alone, has the power to exercise voting and investment control over the shares of Common Stock owned by the Trust. (c) Since July 19, 2007, the Trust has purchased the following shares of Common Stock in brokered transactions as follows: Date Number of Shares Price Per Share ---- ---------------- --------------- 07/19/07 800,000 $0.5434 07/20/07 550,000 0.7217 07/23/07 225,000 0.7320 07/23/07 450,000 0.7785 07/24/07 550,000 0.7320 07/25/07 300,000 0.7017 08/13/07 100,000 0.560 08/14/07 210,000 0.560 08/15/07 40,000 0.5216 (d) Not applicable. (e) Not applicable. Item 7. Material to Be Filed as Exhibits Exhibit A: Agreement Regarding Joint Filing of Amendment No. 1 to Schedule 13D. 5 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct and agrees that this statement may be filed jointly with the other undersigned parties. Dated: August 16, 2007 /s/ David Gelbaum ---------------------------------------------- David Gelbaum, Co-Trustee of The Quercus Trust /s/ Monica Chavez Gelbaum ---------------------------------------------- Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust /s/ David Gelbaum ---------------------------------------------- The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust 6 EXHIBIT A AGREEMENT REGARDING JOINT FILING OF AMENDMENT NO. 1 TO SCHEDULE 13D The undersigned agree that this Amendment No. 1 to Schedule 13D with respect to the Common Stock of Open Energy Corp. is a joint filing being made on their behalf. Dated: August 16, 2007 /s/ David Gelbaum ---------------------------------------------- David Gelbaum, Co-Trustee of The Quercus Trust /s/ Monica Chavez Gelbaum ---------------------------------------------- Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust /s/ David Gelbaum ---------------------------------------------- The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust 7 -----END PRIVACY-ENHANCED MESSAGE-----