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-----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, Acmhtuvi+QKA/uRUSnijZjTjpJYFUg5X7tgtV8O/lmGvGwQiQR/SKVQ/JyMk/xSI dXjUk5tFSgOWnG2srUCTIQ== 0001144204-06-029979.txt : 20060727 0001144204-06-029979.hdr.sgml : 20060727 20060727164600 ACCESSION NUMBER: 0001144204-06-029979 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060727 DATE AS OF CHANGE: 20060727 GROUP MEMBERS: MEYERS ASSOCIATES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NANOSENSORS INC CENTRAL INDEX KEY: 0001286648 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81253 FILM NUMBER: 06984976 BUSINESS ADDRESS: STREET 1: 1800 WYATT DR STREET 2: SUITE 2 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-855-0051 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEYERS BRUCE CENTRAL INDEX KEY: 0000934979 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ROAN/MEYERS ASSOCIATES LP STREET 2: 17 STATE STREET - 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: C/O ROAN/MEYERS ASSOCIATES LLP STREET 2: 17 STATE STREET - 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 v048343_sc13da.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A-1

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

NanoSensors, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

63008X107

(CUSIP Number)

BRUCE MEYERS

c/o Meyers Associates, L.P.

45 Broadway, 2^nd Fl.

New York, NY 10006

(212) 742-4200

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

June 27, 2006

(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.I3d-I(e), 240. l3d-I(f) or 240.1 3d-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 §240.13d-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).

Persons who respond to the collection of Information contained in this form are not

required to respond unless the form displays a currently valid 0MB control number.

SCHEDULE 13D/A-1

CUSIP No. 63008X107


1.	Names of Reporting Persons Bruce Meyers I.R.S. Identification Nos. of above persons (entities only)

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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 United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

28,550,000

8. Shared Voting Power

9. Sole Dispositive Power

28,550,000

10. Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 28,550,000

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	¨

13.	Percent of Class Represented by Amount in Row (11) 9.5%

14.	Type of Reporting Person (See Instructions) IN

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SCHEDULE 13D/A-1

CUSIP No. 63008X107


1.	Names of Reporting Persons Meyers Associates, L.P. I.R.S. Identification Nos. of above persons (entities only)

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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 United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 7,950,000 8. Shared Voting Power 0 9. Sole Dispositive Power 7,950,000 10. Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,950,000

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	¨

13.	Percent of Class Represented by Amount in Row (11) 2.7%

14.	Type of Reporting Person (See Instructions) BD, PN

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Introduction

This statement on Schedule 13D/A-1 hereby amends the Schedule 13D filed on January 30, 2006 (the “Original 13D”) by Mr. Bruce Meyers and Meyers Associates, L.P., with respect to the beneficial ownership of shares of common stock, par value $.001 per share, of NanoSensors, Inc., a Nevada corporation. The disclosures herein give retroactive effect to the 10:1 forward stock split declared by the Company on January 12, 2006.

Item 1. Security and Issuer

The class of equity security to which this statement relates is the common stock, par value, $0.001 per share (the “Common Stock”), of NanoSensors, Inc., a Nevada corporation (the “Issuer” or the “Company”). The name and address of the principal executive office of the Issuer is 1800 Wyatt Drive, Suite #2, Santa Clara, CA 95054.

Item 2. Identity and Background

(a) Name: This statement on Schedule 13D (this “Statement”) is being filed by Bruce Meyers (the “Reporting Person”). This Statement is also being filed by the Reporting Person on behalf of Meyers Associates, L.P. (“Meyers Associates”), of which entity the Reporting Person is president and holds voting and investment control.

(b) Residence or business address: The business address of the Reporting Person and Meyers Associates is 45 Broadway, 2^nd Floor, New York, New York, 10006.

(c) The present principal occupation and the name, principal place of business, and address of any corporation or other organization in which such employment is conducted by Reporting Person is President of Meyers Associates, L.P., located at 45 Broadway, 2^nd Floor, New York, New York, 10006.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding excluding traffic violations or similar misdemeanors.

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States. Meyers Associates is a limited partnership organized under the laws of the State of New York.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person and Meyers Associates acquired the securities reported in the Original 13D in private placement transactions directly with the Company. These securities were purchased by the Reporting Person with personal funds. On February 26, 2004, the Reporting Person acquired 17,000,000 shares of common stock as founders shares (“Founders Shares”). These Founders Shares, valued at $.001 per share, were issued in consideration of cancellation of a note payable from the Issuer to Meyers Associates and its affiliates for financial advisory services previously rendered to the Issuer in connection with the formation and capitalization of the Issuer’s business. The Reporting Person also has voting and investment control over those securities acquired by Meyers Associates on February 26, 2004: including 34,500,000 shares of Common Stock, also issued as Founders Shares, unit purchase options to purchase 13,750,000 shares of Common Stock, and 13,750,000 Class A warrants to purchase 13,750,000 shares of Common Stock (the “Unit Purchase Options”). Of the 34,500,000 shares of Common Stock issued to Meyers Associates as reported in the Original 13D, 24,550,000 of such shares of Common Stock are registered in the name of the Reporting Person.

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As of June 27, 2006, the Reporting Person and Meyers Associates transferred ownership of 23,200,000 shares of Common Stock and as of July 21, 2006, Meyers Associates transferred ownership of 10,150,000 Unit Purchase Options to various persons, including employees and registered representatives of Meyers Associates and family members, in private transactions, as to which shares the Reporting Person disclaims beneficial ownership except for 250,000 shares which the Reporting Person transferred 250,000 shares of Common Stock to his spouse.

Effective with the closing of a private placement of the Issuer on June 27, 2006, Meyers Associates was issued an aggregate of 16,290,000 Unit Purchase Warrants which are exercisable into 16,290,000 shares of Common Stock and warrants to purchase 16,290,000 shares of Common Stock. These Unit Purchase Warrants were issued in connection with a private placement of the Issuer’s securities in which it acted as a selling agent for the Issuer (the “Private Placement”). Meyers Associates acquired these warrants at the price of $.0001 per Unit Purchase Warrant. Meyers Associates assigned 9,000,000 of the Unit Purchase Warrants to the Reporting Person, 5,500,000 Unit Purchase Warrants to Imtiaz Khan, an employee of Meyers Associates and 1,790,000 Unit Purchase Warrants to subagents engaged by Meyers Associates in the Private Placement. The Reporting Person, however, on July 18, 2006, subsequently assigned the 9,000,000 Unit Purchase Warrants to two third parties, as to which he disclaims beneficial ownership. As described in greater detail under Item 4 of this Schedule 13D/A-1, Meyers Associates may be issued an aggregate of 18,300,000 additional Unit Purchase Warrants upon the Issuer’s satisfaction of certain conditions. As of the date of this Schedule 13D/A-1, these additional Unit Purchase Warrants have not been issued by the Issuer.

The Unit Purchase Warrants and the Unit Purchase Options are subject to a non-exercise agreement entered into by the Reporting Person and Meyers Associates as of July 21, 2006. Pursuant to this agreement, the Reporting Person and Meyers Associates cannot exercise either the Unit Purchase Warrants or the Unit Purchase Options during the period commencing on the date of the agreement and until the first to occur of (i) six months from the effective date of the registration statement contemplated by the Private Placement in which Meyers Associates was issued the Unit Purchase Warrants or (ii) one year from the effective date of the agreement. Accordingly, the Unit Purchase Warrants and the Unit Purchase Options have not been included in the Reporting Persons’ beneficial ownership reported on this Schedule 13D/A pursuant to the rules for determining beneficial ownership promulgated by the Securities and Exchange Commission.

Item 4. Purpose of Transaction

The Reporting Person and Meyers Associates holds their shares of Common Stock and securities convertible into shares of Common Stock, including the additional securities described in Item 3 of this Schedule 13D/A, for general investment purposes.

The Reporting Person and Meyers Associates or their affiliates, may from time to time acquire additional shares of Common Stock in open market or negotiated block transactions, consistent with their investment purposes or may acquire additional securities of the Issuer through private transactions, which securities may be convertible into additional shares of Common Stock. Additionally, the Reporting Person and Meyers Associates may from time to time sell their shares of Common Stock in open market transactions or in negotiated block sales to one or more purchasers, consistent with their investment purpose. Further, the Issuer agreed that an aggregate of 91,500,000 units of the securities sold in the Private Placement would be retained in escrow pending the Issuer’s satisfaction of certain covenants. Upon the Issuer’s satisfaction of these covenants, the securities held in escrow would be released to the investors in the Private Placement and the selling agents for such Private Placement, including Meyers Associates, would be issued an additional 18,300,000 Unit Purchase Warrants. However, the Reporting Person and Meyers Associates do not currently have plans or proposals which relate to, or would result in:

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(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure, including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933; or

(j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a)-(b) As a result of the Reporting Person and Meyers Associates’ transactions described in Item 3 of this Schedule 13D/A-1, the Reporting Person and Meyers Associates may be deemed to be the beneficial owner of an aggregate of 28,550,000 shares of Common Stock. Such number of shares of Common Stock constitutes approximately 9.5% of the issued and outstanding shares of Issuer’s Common Stock based on the number of shares of Issuer’s Common Stock outstanding as of July 17, 2006. The Reporting Person and Meyers Associates have the sole power to vote, direct the vote, dispose and direct the disposition of all such shares of Common Stock of the Issuer.

The Reporting Person and Meyers Associates currently beneficially own the securities of the Issuer described in Item 3 of this Schedule 13D/A-1 as follows: (i) 20,350,000 shares of Common Stock held in the name of the Reporting Person, (ii) 250,000 shares of Common Stock held in the name of the Reporting Person’s spouse and (iii) 7,950,000 shares of Common Stock held in the name of Meyers Associates. As stated in Item 3 above, 3,600,000 Unit Purchase Options held in the name of Meyers Associates are not deemed to be beneficially owned by the Report Person or Meyers Associates.

(c) Except as described in Item 3 and Item 5(a), the Reporting Person and Meyers Associates have not effected any transactions in the Issuer’s Common Stock during the past sixty days.

(d) To the knowledge of the Reporting Person and Meyers Associates, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Reporting Person and Meyers Associates reported on herein.

(e) Not applicable.

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described below, neither the Reporting Person nor Meyers Associates has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Further, none of the Issuer’s securities beneficially owned by the Reporting Person or Meyers Associates are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

On May 10, 2006, the Issuer entered into a Selling Agent Agreement with Meyers Associates pursuant to which Meyers Associates agreed to serve as a selling agent in the Issuer’s recent private placement. Pursuant to the selling agency agreement, the Issuer paid Meyers Associates total commissions of $81,450 and $51,885 in non-accountable expenses in this financing. The Issuer also issued Meyers Associates an aggregate of 16,290,000 Unit Purchase Warrants, pursuant to which Meyers Associates or its transferees have the right to purchase, at the price of $.01 per unit, 16,290,000 units of the Issuers securities, each unit consisting of one share of common stock and one common stock purchase warrant. As described in Item 3 of this Schedule 13D/A-1, these Unit Purchase Warrants were assigned to certain other third parties. In the event that the Issuer satisfies certain covenants in connection with the private placement, the Issuer will pay to the selling agents in the Private Placement, including Meyers Associates additional commissions of $91,500 and issue them 18,300,000 additional Unit Purchase Warrants.

In addition, as described in Item 3 of this Schedule 13D/A-1, on July 21, 2006, the Company, the Reporting Person and Meyers Associates entered into an agreement whereby the Reporting Person and Meyers Associates agreed not to exercise the Unit Purchase Options and Unit Purchase Warrants for the period of time described in Item 3.

As of July 21, 2006, the Company and Meyers Associates agreed to modify certain terms of the Unit Purchase Option to clarify certain provisions thereof. The amendment to the Unit Purchase Option provides for a modification to the full-ratchet anti-dilution provision and further states that the warrants which may be issued upon exercise of the Unit Purchase Option will include the terms and conditions of the Unit Purchase Option concerning adjustments to the exercise price and number of shares issuable thereunder.

Item 7. Material to Be Filed as Exhibits

The following agreement is filed as an Exhibit to this Schedule 13D/A-1:

Exhibit 1: Amendment No. 1 to Unit Purchase Option, entered into between the Issuer and Meyers Associates, LP as of July 21, 2006.

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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.

Date: July 26, 2006			Date: July 26, 2006

/s/ Bruce Meyers Signature Bruce Meyers Name			/s/ Bruce Meyers Signature Meyers Associates, LP Name

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purposed which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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EX-99.1 2 v048343_ex99-1.htm

AMENDMENT NO. 1 TO UNIT PURCHASE OPTION

This Amendment No.1 to the Unit Purchase Option Issued by NanoSensor, Inc. (the “Option Amendment”) is made as of July 21, 2006, by and between Meyers Associates L.P. (“Agent”) and NanoSensors, Inc. (“Company”).

Reference is made to that certain Unit Purchase Option issued on or about April 30, 2004 (the “Original Option”) issued by the Company to the Agent. All terms not otherwise defined herein shall have the meanings ascribed to them in the Original Option. Agent and Company hereby amend the Original Option as follows:

The first full paragraph on Page 1 of the Original Option is hereby amended to state that “Each warrant issuable upon exercise of this Unit Purchase Option shall include the terms and conditions relating to adjustments to the exercise price and number of shares issuable upon exercise, as is set forth in Section 2 of this Unit Purchase Option, as such Section 2 of the Unit Purchase Option is amended by this Option Amendment.”

2.	Section 2 of the Original Option is hereby amended by deleting the last sentence of such Section 2 and inserting in lieu of the original sentence therein, the following sentence:

“Except for any adjustments to the Exercise Price pursuant to Section 2.4 below, upon each adjustment of the Exercise Price, the Holder of this Unit Purchase Option shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment.”

3.	Except as provided herein, all other terms and conditions of the Original Option shall remain in full force and effect.

4.	This Option Amendment supersedes all prior arrangements and understandings between the parties, written or oral, with respect to its subject matter.

5.	This Option Amendment shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflict of laws thereof.

6.	This Option Amendment may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

IN WITNESS WHEREOF, the undersigned have caused this Option Amendment to be duly executed as of the date written above.

	NanoSensors, Inc.

	By: ________________________
	Name: Ted L. Wong
	Title: Chief Executive Officer

Meyers Associates L.P.

By: Meyer Janssen Securities Corp.

General Partner

By:________________________

Bruce Meyers

President

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