0001144204-12-002981.txt : 20120119 0001144204-12-002981.hdr.sgml : 20120119 20120119161014 ACCESSION NUMBER: 0001144204-12-002981 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120119 DATE AS OF CHANGE: 20120119 GROUP MEMBERS: ENERFUND, LLC GROUP MEMBERS: GREEN VENTURE GROUP, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZOI MIKE CENTRAL INDEX KEY: 0001273345 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 12100 NE 16TH AVENUE STREET 2: #210 CITY: NORTH MIAMI STATE: FL ZIP: 33161 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENER1 INC CENTRAL INDEX KEY: 0000895642 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 592479377 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44581 FILM NUMBER: 12534785 BUSINESS ADDRESS: STREET 1: 1540 BROADWAY, SUITE 25C CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 920-3500 MAIL ADDRESS: STREET 1: 1540 BROADWAY, SUITE 25C CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: ENER 1 INC DATE OF NAME CHANGE: 20021028 FORMER COMPANY: FORMER CONFORMED NAME: INPRIMIS INC DATE OF NAME CHANGE: 20001128 FORMER COMPANY: FORMER CONFORMED NAME: BOCA RESEARCH INC DATE OF NAME CHANGE: 19940408 SC 13D/A 1 v245763_sc13da.htm AMENDMENT NO. 1 TO SC 13D Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Ener1, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
29267A203
(CUSIP Number)
 
Mike Zoi
1450 S. Miami Avenue
Miami, FL 33130
(305) 507-8808
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
January 4, 2012
(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 § 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 Rule 13d-7 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).

 
 

 

CUSIP No. 29267A203
Page 2 of 6

1)
Names of Reporting Persons
 
Mike Zoi
2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)           þ
(b)           ¨
3)
SEC Use Only
 
4)
Source of Funds (See Instructions)
 
PF, OO
5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)     ¨
6)
Citizenship or Place of Organization
 
United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7)
Sole Voting Power
 
16,387,582(1)
8)
Shared Voting Power
 
0
9)
Sole Dispositive Power
 
16,387,582(1)
10)
Shared Dispositive Power
 
0
11)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
16,387,582 (1)
12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ¨
(See Instructions)
13)
Percent of Class Represented by Amount in Row (11)
 
8.4%(2)
14)
Type of Reporting Person (See Instructions)
 
IN, HC


(1) Represents 16,325,534 shares of common stock of Ener1, Inc. (the "Issuer") beneficially owned by the reporting person as of January 17, 2012 and 62,048 shares of common stock of the Issuer which the reporting person has the right to purchase pursuant to currently exercisable warrants.
 
(2) Calculated based on 195,273,025 shares of common stock of the Issuer outstanding as of September 14, 2011 plus 62,048 shares of common stock of the Issuer that the reporting person has the right to purchase pursuant to currently exercisable warrants.

 
 

 

CUSIP No. 29267A203
Page 3 of 6
 
1)
Names of Reporting Persons
 
Green Venture Group, LLC
2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)           þ
(b)           ¨
3)
SEC Use Only
 
4)
Source of Funds (See Instructions)
 
OO
5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)     ¨
6)
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7)
Sole Voting Power
 
6,002,587(3)
8)
Shared Voting Power
 
0
9)
Sole Dispositive Power
 
6,002,587 (3)
10)
Shared Dispositive Power
 
0
11)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,002,587 (3)
12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ¨
(See Instructions)
13)
Percent of Class Represented by Amount in Row (11)
 
3.1%(4)
14)
Type of Reporting Person (See Instructions)
 
OO


(3) Represents 6,002,587 shares of common stock of the Issuer beneficially owned by the reporting person as of January 17, 2012.
 
(4) Calculated based on 195,273,025 shares of common stock of the Issuer outstanding as of September 14, 2011.

 
 

 
 
CUSIP No. 29267A203
Page 4 of 6
 
1)
Names of Reporting Persons
 
Enerfund, LLC
2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)           þ
(b)           ¨
3)
SEC Use Only
 
4)
Source of Funds (See Instructions)
 
AF
5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)     ¨
6)
Citizenship or Place of Organization
 
Florida
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7)
Sole Voting Power
 
10,322,947(5)
8)
Shared Voting Power
 
0
9)
Sole Dispositive Power
 
10,322,947(5)
10)
Shared Dispositive Power
 
0
11)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
10,322,947(5)
12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares     o
(See Instructions)
13)
Percent of Class Represented by Amount in Row (11)
 
5.3%(6)
14)
Type of Reporting Person (See Instructions)
 
OO


(5) Represents 10,322,947 shares of common stock of the Issuer beneficially owned by the reporting person as of January 17, 2012.
 
(6) Calculated based on 195,273,025 shares of common stock of the Issuer outstanding as of September 14, 2011.
 
 
 
 

 
 
CUSIP No. 29267A203
Page 5 of 6
 
PRELIMINARY STATEMENT:
 
This Amendment No. 1 amends the Schedule 13D filed by Mike Zoi, Green Venture Group, LLC and Enerfund, LLC (collectively, the "Reporting Persons") with the Securities and Exchange Commission on October 13, 2011 (the "Schedule 13D"), relating to the Common Stock, par value $0.01 per share, of Ener1, Inc, a Florida corporation (the "Issuer").  Unless otherwise defined herein, all terms used herein shall have the meanings ascribed to them in the Schedule 13D.  The Reporting Persons have entered into a Joint Filing Agreement, dated October 12, 2011, a copy of which is filed as Exhibit No. 1 to the Schedule 13D.
 
Items 4 and 7 of the Schedule 13D are hereby amended and supplemented as follows:
 
Item 4.   Purpose of Transaction
 
On January 4, 2012, Mike Zoi requested the Board of Directors of the Issuer to appoint a special committee to propose terms on which one or more of the Reporting Persons would purchase from the Issuer an amount of securities in the Issuer that would result in their holding a majority controlling ownership stake in the Issuer, which purchase would be intended to provide sufficient financing for the Issuer to avoid being forced to file for Chapter 11 protection.  Mike Zoi has also had communications with certain debt holders of the Issuer expressing interest in potentially purchasing from such debt holders certain of their outstanding loans payable by the Issuer.
 
Item 7.   Material to Be Filed as Exhibits
 
Exhibit No.
 
Description
8
 
Letter, dated January 4, 2012, from Mike Zoi to Ener1, Inc.
 
 
 
 

 
 
CUSIP No. 29267A203
Page 6 of 6
 
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.

January 19, 2012
 
 /s/ Mike Zoi
Date
 
Mike Zoi
     
   
GREEN VENTURE GROUP, LLC
     
January 19, 2012
  By: 
 /s/ Mike Zoi
Date
 
Name: Mike Zoi
   
Title:   Managing Member
     
   
ENERFUND, LLC
     
January 19, 2012
  By: 
/s/ Mike Zoi
Date
 
Name: Mike Zoi
   
Title:   Managing Member
 
 
 

 
EX-8 2 v245763_ex8.htm LETTER Unassociated Document
Exhibit 8
 
Mike Zoi
mzoi@enerfund.com
Tel. 786-553-3444


January 4, 2012

Mr. Tom Snyder
Chairman of the Board of Directors
Ener1, Inc.
1540 Broadway, Suite 40
New York, NY 10036

 
Subject: 
CONFIDENTIAL  Proposal to Avoid Chapter 11 Bankruptcy

Dear Mr. Snyder:

As you know, I am both a co-founder of Ener1 and a significant shareholder with approximately 16 million shares of Ener1 stock.  Like others, I have watched with dismay as Ener1 has struggled over the last year.  I am concerned that without immediate action by the Board of Directors, Ener1 will be forced into Chapter 11 Bankruptcy and this is clearly not in the best interests of its unaffiliated shareholders.

I continue to believe in the long term viability and potential of Ener1; therefore, I would ask the board to appoint a special committee and promptly reply with a proposal for my acquisition of an interest in Ener1 that will result in my holding a majority controlling ownership stake for an amount that is fair value to Ener1 and that will provide sufficient financing for Ener1 to avoid being forced to file for Chapter 11 protection.

Working together, we can assure Ener1 a bright future and the opportunity to realize its full value while maintaining the operations, facilities and personnel in Indianapolis.
 
     
   
Best regards,
 
       
       
       
   
Mike Zoi