-----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, R4jGe9sBZokc0d2t5jXbluiqK1g2Hq3B3hl/8ZFGqPFe0BcPLuufSiUkkdthBqGt rUu0WCBLvEEZaybi7EaGWQ== 0001312289-05-000006.txt : 20050105 0001312289-05-000006.hdr.sgml : 20050105 20050105150900 ACCESSION NUMBER: 0001312289-05-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERIDIUM CORP CENTRAL INDEX KEY: 0001269127 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] IRS NUMBER: 593764931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80255 FILM NUMBER: 05512251 MAIL ADDRESS: STREET 1: ONE JASPER ST CITY: PATERSON STATE: NJ ZIP: 07522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GreenShift CORP CENTRAL INDEX KEY: 0001312289 IRS NUMBER: 201934648 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 HOWARD AVE. STREET 2: SUITE 108 CITY: MOUNT ARLINGTON STATE: NJ ZIP: 07856 BUSINESS PHONE: 973-398-8183 MAIL ADDRESS: STREET 1: 111 HOWARD AVE. STREET 2: SUITE 108 CITY: MOUNT ARLINGTON STATE: NJ ZIP: 07856 SC 13D 1 verdium13d.txt VERIDIUM CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) VERIDIUM CORPORATION -------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.001 PAR VALUE -------------------------------------------------------- (Title of Class of Securities) 92342S102 ----------------------- (CUSIP Number) Kevin Kreisler GreenShift Corporation 111 Howard Street, Suite 108 Mt. Arlington, NJ 07856 (973) 398-8183 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 2004 ------------------- (Date of Event Which Requires Filing of This Statement) If the filing 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 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 purposes 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. 92342S102 Page 2 of 4 Pages - ----------------------------------------------------------------------------- 1. Name of Reporting Person GreenShift Corporation I.R.S. Identification Number of Above Person 20-1934648 - ----------------------------------------------------------------------------- 2. Check The Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------------------- 4. Source of Funds OO - ----------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceeding SIS Required Pursuant to Item 2(D) Or 2(E) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ----------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power Beneficially Owned By Each 4,505,738 Reporting Person ----------------------------------------- With 8. Shared Voting Power None ----------------------------------------- 9. Sole Dispositive Power 4,505,738 ----------------------------------------- 10. Shared Dispositive Power None - ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 4,505,738 - ----------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented By Amount In Row (11) 13.8% - ----------------------------------------------------------------------------- 14. Type of Reporting Person CO - ----------------------------------------------------------------------------- ============================================================================= CUSIP No. 92342S102 Page 3 of 4 - ----------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. Common Stock, $.001 par value Veridium Corporation 1 Jasper Street Paterson, NJ 07522 ITEM 2. IDENTITY AND BACKGROUND. Name: GreenShift Corporation State of Organization: Delaware Principal Business: Environmental services Address of Principal Business: 111 Howard Street, Suite 108, Mt. Arlington, NJ 07856 Address of Principal Office: 111 Howard Street, Suite 108, Mt. Arlington, NJ 07856 The following individual is the only control person of GreenShift Corporation: (a) Name: Kevin Kreisler (b) Business address: c/o Veridium Corporation, 1 Jasper Street, Paterson NJ 07522 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Chief Executive Officer Veridium Corporation 1 Jasper Street, Paterson NJ 07522 (d) Criminal convictions during past five years: None (e) Civil Injunctions during past five years: None (f) Citizenship: U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. 3,005,738 of the shares were transferred to GreenShift Corporation by Viridis Capital, LLC as a contribution to capital. Kevin Kreisler is the sole owner of both Viridis Capital, LLC and GreenShift Corporation. 1,500,000 of the shares were purchased from the issuer for $135,000. The funds were obtained by the sale to Cornell Capital Partners, LP of a $2,000,000 convertible debenture issued by GreenShift Corporation. ============================================================================= CUSIP No. 92342S102 Page 4 of 4 - ----------------------------------------------------------------------------- ITEM 4. PURPOSE OF TRANSACTION The transfer of 3,005,738 shares from Viridis Capital to GreenShift Corporation was made in order to consolidate Mr. Kreisler's beneficial shareholdings in both GreenWorks Corporation and Veridium Corporation into one entity, which immediately pledged the securities (together with the 1,500,000 shares purchased from Veridium) to secure its obligations under the convertible debenture. The purchase of 1,500,000 shares was made in conjunction with a purchase of Series C Preferred Stock from Veridium for a total purchase price of $1,500,000. The purpose of the purchase was investment. GreenShift intends to utilize up to $500,000 from the proceeds of the convertible debenture to purchase additional Veridium common stock on the public market. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The responses to Items 7 through 10 on the cover page of this filing are incorporated by reference. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. GreenShift has pledged the securities to secure its obligations to Cornell Capital Partners, LP under a $2,000,000 convertible debenture. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Convertible Debenture dated December 29, 2004 issued to Cornell Capital Partners, LP. 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: January 3, 2005 /s/ Kevin Kreisler -------------------------------- Name: Kevin Kreisler, President EX-1 2 ver13dexh.txt EXHIBIT - CONVERTIBLE DEBENTURE THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. SECURED DEBENTURE GREENSHIFT CORPORATION 5% Secured Convertible Debenture Due December 22, 2006 No. CCP-1 $1,500,000 This Secured Debenture is issued on December 22, 2004 by Greenshift Corporation, a Delaware corporation (the "Company"), to Cornell Capital Partners L.P. (together with its permitted successors and assigns, the "Holder") pursuant to exemptions from registration under the Securities Act of 1933, as amended. ARTICLE I. Section 1.01 Principal and Interest. For value received, on December 22, 2004, the Company hereby promises to pay to the order of the Holder in lawful money of the United States of America and in immediately available funds the principal sum of One Million Five Hundred Dollars ($1,500,000), together with interest on the unpaid principal of this Debenture at the rate of five percent (5%) per year (computed on the basis of a 365-day year and the actual days elapsed) from the date of this Debenture until paid. At the Company's option, the entire principal amount and all accrued interest shall be either (a) paid to the Holder on the second (2nd) year anniversary from the date -1- hereof or (b) converted in accordance with Section 1.02 herein provided, however, that in no event shall the Holder be entitled to convert this Debenture for a number of shares of Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such conversion, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such conversion (which provision may be waived by the Investor by written notice from the Investor to the Company, which notice shall be effective 61 days after the date of such notice). This limitation shall not apply to an automatic conversion pursuant to Section 4.03 hereof. Section 1.02 Optional Conversion. The Holder is entitled, at its option, to convert, and sell on the same day, at any time and from time to time, until payment in full of this Debenture, all or any part of the principal amount of the Debenture, plus accrued interest, into shares (the "Conversion Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), at the price per share (the "Conversion Price") equal to the lesser of (a) an amount equal to one hundred ten percent (110%) of the initial bid price of the Common Stock (the "Fixed Price") submitted on Form 211 by a registered market maker to and approved by the NASD or the closing bid price of the Common Stock on the date immediately preceeding any public announcement that the Company intends to acquire or be acquired in a reverse merger transaction with a public corporation, or (b) an amount equal to eighty percent (80%) of the lowest closing bid price of the Company's Common Stock, as quoted by Bloomberg, LP (the "Closing Bid Price"), for the five (5) trading days immediately preceding the Conversion Date (as defined herein). Subparagraphs (a) and (b) above are individually referred to as a "Conversion Price". As used herein, "Principal Market" shall mean The National Association of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq SmallCap Market, or American Stock Exchange. If the Common Stock is not traded on a Principal Market, the Closing Bid Price shall mean the reported Closing Bid Price for the Common Stock, as furnished by the National Association of Securities Dealers, Inc., for the applicable periods. No fraction of shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To convert this Debenture, the Holder hereof shall deliver written notice thereof, substantially in the form of Exhibit "A" to this Debenture, with appropriate insertions (the "Conversion Notice"), to the Company at its address as set forth herein. The date upon which the conversion shall be effective (the "Conversion Date") shall be deemed to be the date set forth in the Conversion Notice. Section 1.03 Reservation of Common Stock. The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of this Debenture, such number of shares of Common Stock as shall from time to time be sufficient to effect such conversion, based upon the Conversion Price. If at any time the Company does not have a sufficient number of Conversion Shares authorized and available, then the Company shall call and hold a special meeting of its stockholders within thirty (30) days of that time for the sole purpose of increasing the number of authorized shares of Common Stock. Section 1.04 Right of Redemption. The Company at its option shall have the right to redeem, with fifteen (15) days advance written notice (the "Redemption Notice"), a portion or all outstanding convertible debenture. -2- The redemption price shall be one hundred thirty percent (130%) of the amount redeemed plus accrued interest. In the event the Company exercises a redemption of either all or a portion the Convertible Debenture, the Holder shall receive a warrant to purchase fifty thousand (50,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata (the "Warrant"). The Warrant shall be exercisable on a "cash basis" and have an exercised price equal to the Fixed Price. The Warrant shall have "piggy- back" and demand registration rights and shall survive for two (2) years from the Closing Date. Section 1.05 Registration Rights. The Company is obligated to register the resale of the Conversion Shares under the Securities Act of 1933, as amended, pursuant to the terms of a Registration Rights Agreement of even date herewith between the Company and the Holder (the "Investor Registration Rights Agreement"). Section 1.06 Interest Payments. Accrued interest shall be paid at the time of maturity or conversion to the person in whose name this Debenture is registered. At the time such interest is payable, the Holder, in its sole discretion, may elect to receive the interest in cash (via wire transfer or certified funds) or in the form of Common Stock. In the event of default, as described in Article III Section 3.01 hereunder, the Holder may elect that the interest be paid in cash (via wire transfer or certified funds) or in the form of Common Stock. If paid in the form of Common Stock, the amount of stock to be issued will be calculated as follows: the value of the stock shall be the Conversion Price on: (i) the date the interest payment is due; or (ii) if the interest payment is not made when due, the date the interest payment is made. A number of shares of Common Stock with a value equal to the amount of interest due shall be issued. No fractional shares will be issued; therefore, in the event that the value of the Common Stock per share does not equal the total interest due, the Company will pay the balance in cash. Section 1.07 Paying Agent and Registrar. Initially, the Company will act as paying agent and registrar. The Company may change any paying agent, registrar, or Company-registrar by giving the Holder not less than ten (10) business days' written notice of its election to do so, specifying the name, address, telephone number and facsimile number of the paying agent or registrar. The Company may act in any such capacity. Section 1.08 Secured Nature of Debenture. This Debenture is secured by certain assets and property of the Company, as more fully described in the Security Agreement of even date herewith between the Company and the Holder. ARTICLE II. Section 2.01 Amendments and Waiver of Default. The Debenture may not be amended without the consent of the Holder. Notwithstanding the above, without the consent of the Holder, the Debenture may be amended to cure any ambiguity, defect or inconsistency, to provide for assumption of the Company obligations to the Holder or to make any change that does not adversely affect the rights of the Holder. -3- ARTICLE III. Section 3.01 Events of Default. An Event of Default is defined as follows: (a) failure by the Company to pay amounts due hereunder within fifteen (15) days of the date of maturity of this Debenture; (b) failure by the Company to comply with the terms of the Irrevocable Transfer Agent Instructions; (c) failure by the Company's transfer agent to issue freely tradeable Common Stock to the Holder within five (5) days of the Company's receipt of the attached Notice of Conversion from Holder; (d) failure by the Company for ten (10) days after notice to it to comply with any of its other agreements in the Debenture; (e) if the Company files for relief under the United States Bankruptcy Code (the "Bankruptcy Code") or under any other state or federal bankruptcy or insolvency law, or files an assignment for the benefit of creditors, or if an involuntary proceeding under the Bankruptcy Code or under any other federal or state bankruptcy or insolvency law is commenced against the Company; (f) a breach by the Company of its obligations under the Securities Purchase Agreement, the Escrow Agreement, the Security Agreement, the Investor Registration Rights Agreement or any other agreement entered into on the date hereof between the Company and the Holder which is not cured by the Company within ten (10) days after receipt of written notice thereof. Upon the occurrence of an Event of Default, the Holder may, in its sole discretion, accelerate full repayment of all debentures outstanding and accrued interest thereon or may, notwithstanding any limitations contained in this Debenture and/or the Securities Purchase Agreement of even date herewith between the Company and Cornell Capital Partners, L.P. (the "Securities Purchase Agreement"), convert all debentures outstanding and accrued interest thereon into shares of Common Stock pursuant to Section 1.02 herein. Section 3.02 Failure to Issue Unrestricted Common Stock. As indicated in Article III Section 3.01, a breach by the Company of its obligations under the Investor Registration Rights Agreement shall be deemed an Event of Default, which if not cured within ten (10) days, shall entitle the Holder to accelerate full repayment of all debentures outstanding and accrued interest thereon or, notwithstanding any limitations contained in this Debenture and/or the Securities Purchase Agreement, to convert all debentures outstanding and accrued interest thereon into shares of Common Stock pursuant to Section 1.02 herein. The Company acknowledges that failure to honor a Notice of Conversion shall cause irreparable harm to the Holder. ARTICLE IV. Section 4.01 Rights and Terms of Conversion. This Debenture, in whole or in part, may be converted at any time following the date of closing into shares of Common Stock at a price equal to the Conversion Price as described in Section 1.02 above. Section 4.02 Re-issuance of Debenture. When the Holder elects to convert a part of the Debenture, then the Company shall reissue a new Debenture in the same form as this Debenture to reflect the new principal amount. Section 4.03 Termination of Conversion Rights. The Holder's right to convert the Debenture into the Common Stock in accordance with paragraph 4.01 shall terminate on the date that is the third (3rd) year anniversary from -4- the date hereof and this Debenture shall be automatically converted on that date in accordance with the formula set forth in Section 4.01 hereof, and the appropriate shares of Common Stock and amount of interest shall be issued to the Holder. ARTICLE V. Section 5.01 Anti-dilution. In the event that the Company shall at any time subdivide the outstanding shares of Common Stock, or shall issue a stock dividend on the outstanding Common Stock, the Conversion Price in effect immediately prior to such subdivision or the issuance of such dividend shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Common Stock, the Conversion Price in effect immediately prior to such combination shall be proportionately increased, effective at the close of business on the date of such subdivision, dividend or combination as the case may be. Section 5.02 Consent of Holder to Sell Capital Stock or Grant Security Interests. Except for the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP. so long as any of the principal of or interest on this Note remains unpaid and unconverted, the Company shall not, without the prior consent of the Holder, issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than its fair market value determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's fair market value determined immediately prior to its issuance, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Company, or (iv) file any registration statement on Form S-8. ARTICLE VI. Section 6.01 Notice. Notices regarding this Debenture shall be sent to the parties at the following addresses, unless a party notifies the other parties, in writing, of a change of address: If to the Company, to: Greenshift Corporation 111 Howard Street, Suite 108 Mount Arlington, New Jersey 07856 Attention: Kevin Kreisler Telephone: (973)-398-8183 Facsimile: (973)-398-8037 With a copy to: Robert Brantl, Esq 322 Fourth Street Brooklyn, New York 11215 Telephone: (718)-768-6045 Facsimile: (718)-965-4042 -5- If to the Holder: Cornell Capital Partners, LP 101 Hudson Street, Suite 3700 Jersey City, NJ 07303 Attention: Mark Angelo Telephone: (201) 985-8300 Facsimile: (201) 985-8266 With a copy to: Cornell Capital Partners, LP 101 Hudson Street, Suite 3700 Jersey City, NJ 07303 Attention: Troy J. Rillo, Esq. Telephone: (201) 985-8300 Facsimile: (201) 985-8266 Section 6.02 Governing Law. This Debenture shall be deemed to be made under and shall be construed in accordance with the laws of the State of New Jersey without giving effect to the principals of conflict of laws thereof. Each of the parties consents to the exclusive jurisdiction of the U.S. District Court sitting in the District of the State of New Jersey or the state courts of the State of New Jersey sitting in Hudson County, New Jersey in connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions. Section 6.03 Severability. The invalidity of any of the provisions of this Debenture shall not invalidate or otherwise affect any of the other provisions of this Debenture, which shall remain in full force and effect. Section 6.04 Entire Agreement and Amendments. This Debenture represents the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Debenture may be amended only by an instrument in writing executed by the parties hereto. Section 6.05 Counterparts. This Debenture may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument. IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as executed this Debenture as of the date first written above. GREENSHIFT CORPORATION By: /s/ Kevin Kreisler ---------------------- Name: Kevin Kreisler Title: Chairman & CEO -6- EXHIBIT "A" NOTICE OF CONVERSION (To be executed by the Holder in order to Convert the Debenture) TO: The undersigned hereby irrevocably elects to convert $ of the principal amount of the above Debenture into Shares of Common Stock of Greenshift Corporation, according to the conditions stated therein, as of the Conversion Date written below. Conversion Date: ------------------------------------ Applicable Conversion Price: ------------------------------------ Signature: ------------------------------------ Name: ------------------------------------ Address: ------------------------------------ Amount to be converted: $ ----------------------------------- Amount of Debenture unconverted: $ ----------------------------------- Conversion Price per share: $ ----------------------------------- Number of shares of Common Stock to be issued: ------------------------------------ Please issue the shares of Common Stock in the following name and to the following address: ------------------------------------ Issue to: ------------------------------------ Authorized Signature: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ Phone Number: ------------------------------------ Broker DTC Participant Code: ------------------------------------ Account Number: ------------------------------------ A-1 -----END PRIVACY-ENHANCED MESSAGE-----