-----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, VRfOyEdvDk2L8xiT/d3/W+Zs5dCZCjFExAsJhEZYKs7xnacLKTXfUiQeIxfbXpa1 vH0T+cCvTyz5vTpNEmLIag== 0001013594-09-000261.txt : 20090217 0001013594-09-000261.hdr.sgml : 20090216 20090217134803 ACCESSION NUMBER: 0001013594-09-000261 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: New Generation Biofuels Holdings, Inc CENTRAL INDEX KEY: 0001268236 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 260067474 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81718 FILM NUMBER: 09609741 BUSINESS ADDRESS: STREET 1: 1000 PRIMERA BOULEVARD STREET 2: SUITE 3130 CITY: LAKE MARY STATE: FL ZIP: 32746 BUSINESS PHONE: (321) 363-5100 MAIL ADDRESS: STREET 1: 1000 PRIMERA BOULEVARD STREET 2: SUITE 3130 CITY: LAKE MARY STATE: FL ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: H2Diesel Holdings, Inc DATE OF NAME CHANGE: 20061128 FORMER COMPANY: FORMER CONFORMED NAME: WIRELESS HOLDINGS INC DATE OF NAME CHANGE: 20031027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: T. Robbins Capital Management, LLC CENTRAL INDEX KEY: 0001442286 IRS NUMBER: 061568161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: 6TH FLOOR EAST CITY: STAMFORD STATE: CT ZIP: 06902-6740 BUSINESS PHONE: 203-388-4848 MAIL ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: 6TH FLOOR EAST CITY: STAMFORD STATE: CT ZIP: 06902-6740 SC 13G/A 1 newgeneration13ga-021709.htm FEBRUARY 17, 2009

 


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No.1)*

New Generation Biofuels Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

644461 10 5

(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:

o      Rule 13d-1(b)

x      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 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 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. 644461 10 5

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Robbins Capital Partners, 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

1,532,200

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,532,200

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,532,200

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.4%

12.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


CUSIP No. 644461 10 5

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

T. Robbins Capital Management, LLC

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

1,532,200

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,532,200

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,532,200

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.4%

12.

TYPE OF REPORTING PERSON*

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


CUSIP No. 644461 10 5

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Todd B. Robbins

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

1,532,200

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,532,200

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,532,200

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.4%

12.

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


This statement is filed with respect to the shares of common stock, $.001 par value (the “Common Stock”) of New Generation Biofuels Holdings, Inc. (the “Issuer”) beneficially owned by the Reporting Persons identified below as of December 31, 2008 and amends and supplements the Schedule 13G filed on August 8, 2008 (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”): Robbins Capital Partners, L.P., a Delaware limited partnership (“RCP”), T. Robbins Capital Management, LLC, a Delaware limited liability company and the sole general partner of RCP (“Management”), and Todd B. Robbins, the managing member of Management (“Robbins”).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

RCP beneficially owns 1,532,200 shares of Common Stock consisting of: (i) 1,202,200 shares of Common Stock, and (ii) warrants exercisable for 330,000 shares of Common Stock.

Management, as the general partner of RCP, is deemed to beneficially own the 1,532,200 shares of Common Stock beneficially owned by RCP.

Robbins, in his capacity as the managing member of Management, is deemed to beneficially own the 1,532,200 shares of Common Stock beneficially owned by RCP.

Collectively, the Reporting Persons beneficially own 1,532,200 shares of Common Stock.

 

(b)

Percent of class:

The Reporting Persons’ beneficial ownership of 1,532,200 shares of Common Stock represents 7.4% of all the outstanding shares of Common Stock.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote

Not Applicable.

 

(ii)

Shared power to vote or to direct the vote

RCP, Management and Robbins together have shared power to vote or direct the vote of 1,532,200 shares of Common Stock.

 

(iii)

Sole power to dispose or to direct the disposition of

Not Applicable.

 


 

(iv)

Shared power to dispose or to direct the disposition of

RCP, Management and Robbins together have shared power to dispose or direct the disposition of 1,532,200 shares of Common Stock.

Item 10.

Certification.

By signing below the undersigned certifies that, to the best of its 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.

 


SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

 

Dated:  

February 12, 2009

 

ROBBINS CAPITAL PARTNERS, L.P.

By:        T. Robbins Capital Management, LLC, as General Partner

 

By:  /s/  Todd B. Robbins

 

Todd B. Robbins,

Managing Member

 

 

 

T. ROBBINS CAPITAL MANAGEMENT, LLC

 

By:  /s/  Todd B. Robbins

 

Todd B. Robbins,

Managing Member

 

 

 

/s/  Todd B. Robbins

 

Todd B. Robbins

 

 

 

 

 

 

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