-----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, KrxlgSi3oP8y4z4LWof+oIWEAW0ZMWz4yKs+7jMkoydxtp7fh7o4aiqDu5IuKMwt JVQhUl6ME+UygyyDvXWQ9Q== 0000906344-07-000270.txt : 20070220 0000906344-07-000270.hdr.sgml : 20070219 20070220160546 ACCESSION NUMBER: 0000906344-07-000270 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070220 DATE AS OF CHANGE: 20070220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECOTALITY, INC. CENTRAL INDEX KEY: 0001301206 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 680515422 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82098 FILM NUMBER: 07635620 BUSINESS ADDRESS: STREET 1: 6821 E. THOMAS ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: (480) 219-5005 MAIL ADDRESS: STREET 1: 6821 E. THOMAS ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85251 FORMER COMPANY: FORMER CONFORMED NAME: ALCHEMY ENTERPRISES, LTD. DATE OF NAME CHANGE: 20040820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Levine Mitchell S CENTRAL INDEX KEY: 0001383492 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: (415) 677-1577 MAIL ADDRESS: STREET 1: ONE FERRY BUILDING, SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 ecot13g1.txt SCHEDULE 13G AMEND 1 RE ECOTOTALITY, INC. 02-20-2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment 1) Ecotality, Inc. (formerly known as Alchemy Enterprises, Ltd.) ------------------------------------------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 01374J203 --------- (CUSIP Number) December 31, 2006 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] 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 the disclosures provided in a prior cover page. The information required in 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 01374J203 SCHEDULE 13G Page 2 of 9 1. Names of Reporting Persons. Enable Capital Management, LLC I.R.S. Identification Nos. of above persons 73-1625368 (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power 8,572,428 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 8,572,428 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 8,572,428 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 7.6% 14. Type of Reporting Person (See Instructions) OO CUSIP 01374J203 SCHEDULE 13G Page 3 of 9 1. Names of Reporting Persons. Enable Growth Partners, L.P. I.R.S. Identification Nos. of above persons 75-3030215 (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power 7,286,564 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 7,286,564 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 7,286,564 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 6.4% 14. Type of Reporting Person (See Instructions) PN CUSIP 01374J203 SCHEDULE 13G Page 4 of 9 1. Names of Reporting Persons. Mitchell S. Levine 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. Citizenship or Place of Organization United States Number of 5. Sole Voting Power 8,572,428 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 8,572,428 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 8,572,428 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 7.6% 14. Type of Reporting Person (See Instructions) IN CUSIP 01374J203 SCHEDULE 13G Page 5 of 9 Item 1(a). Name of Issuer: Ecotality, Inc. (formerly known as Alchemy Enterprises, Ltd.) Item 1(b). Address of Issuer's Principal Executive Offices: 6821 E. Thomas Road Scottsdale, AZ 85251 Item 2(a). Names of Persons Filing: Enable Capital Management, LLC ("ECM") Enable Growth Partners, L.P. ("EGP") Mitchell S. Levine Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business address of the reporting persons is One Ferry Building, Suite 255, San Francisco, CA 94111. Item 2(c). Citizenship: Reference is made to Item 4 of pages 2, 3, and 4, of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 01374J203 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: [ ] (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). [ ] (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). [ ] (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). [ ] (e) An investment adviser in accordance with Section 240.13d- 1(b)(1)(ii)(E); CUSIP 01374J203 SCHEDULE 13G Page 6 of 9 [ ] (f) An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); [ ] (g) A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); [ ] (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); [ ] (j) Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Reference is hereby made to Items 5-9 and 11 of pages 2, 3, and 4, of this Schedule 13G, which Items are incorporated by reference herein. ECM, as investment manager of EGP and various client accounts, and Mitchell S. Levine, as ECM's manager and majority owner, may be deemed to beneficially own the securities owned by such accounts, in that they may be deemed to have the power to direct the voting or disposition of those securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that ECM or Mitchell S. Levine is, for any purpose, the beneficial owner of any securities to which this Schedule relates (the "Securities"), and each of ECM and Mitchell S. Levine disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of the other individual officers and members of ECM is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed. The calculation of percentage of beneficial ownership in item 11 of pages 2, 3, and 4 was derived from the Issuer's Form SB-2 filed with the Securities and Exchange Commission on February 12, 2007, in which the Issuer stated that the current number of shares of its common stock outstanding was 112,999,899 shares. Item 5. Ownership of Five Percent or Less of a Class Not applicable. CUSIP 01374J203 SCHEDULE 13G Page 7 of 9 Item 6. Ownership of More than Five Percent on Behalf of Another Person. ECM is the investment manager of EGP and one or more other investment partnerships, pooled investment vehicles and/or other client accounts that beneficially hold the Securities and, in that capacity, has been granted the authority to dispose of and vote the Securities held by those accounts. Mitchell S. Levine is ECM's managing member and majority owner. The client accounts have the right to receive (or the power to direct the receipt of) dividends received in connection with ownership of the Securities and the proceeds from the sale of such Securities. Other than EGP, no single ECM client's holdings exceed five percent of the Securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below I certify that, to the best of my 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. CUSIP 01374J203 SCHEDULE 13G Page 8 of 9 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 20, 2007 ENABLE CAPITAL MANAGEMENT, LLC By:/s/ Mitchell S. Levine ---------------------- Mitchell S. Levine, its Managing Member ENABLE GROWTH PARTNERS, L.P. By: Enable Capital Management, LLC, its General Partner By:/s/ Mitchell S. Levine ---------------------- Mitchell S. Levine, its Managing Member MITCHELL S. LEVINE /s/ Mitchell S. Levine ---------------------- Mitchell S. Levine EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 8 CUSIP 01374J203 SCHEDULE 13G Page 9 of 9 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: February 20, 2007 ENABLE CAPITAL MANAGEMENT, LLC By:/s/ Mitchell S. Levine ---------------------- Mitchell S. Levine, its Managing Member ENABLE GROWTH PARTNERS, L.P. By: Enable Capital Management, LLC, its General Partner By:/s/ Mitchell S. Levine ---------------------- Mitchell S. Levine, its Managing Member MITCHELL S. LEVINE /s/ Mitchell S. Levine ---------------------- Mitchell S. Levine -----END PRIVACY-ENHANCED MESSAGE-----