-----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, EsQ3qd9GeLG18Gohwkm0NSUuWm/Ur9LfV385cvhSV1BHlQtsEi8YJOoQyTb2fcmx AJy3aaX6yjp9S3x9YoXp7g== 0001144204-09-050721.txt : 20090930 0001144204-09-050721.hdr.sgml : 20090930 20090930104811 ACCESSION NUMBER: 0001144204-09-050721 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090930 DATE AS OF CHANGE: 20090930 GROUP MEMBERS: RICHARD VON TSCHARNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Plastinum Polymer Technologies Corp. CENTRAL INDEX KEY: 0001368044 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 204255141 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82701 FILM NUMBER: 091094647 BUSINESS ADDRESS: STREET 1: 10100 SANTA MONICA BLVD., STREET 2: SUITE 300 CITY: LOS ANGELES, STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 651-9972 MAIL ADDRESS: STREET 1: 10100 SANTA MONICA BLVD., STREET 2: SUITE 300 CITY: LOS ANGELES, STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: PLASTINUM CORP DATE OF NAME CHANGE: 20060628 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOMBARD ODIER DARIER HENTSCH & CIE CENTRAL INDEX KEY: 0001106185 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11, RUE DE LA CORRATERIE STREET 2: 1204 CITY: GENEVA STATE: V8 ZIP: CH 1204 BUSINESS PHONE: 01141227093535 MAIL ADDRESS: STREET 1: 11, RUE DE LA CORRATERIE STREET 2: 1204 CITY: GENEVA STATE: V8 ZIP: CH 1204 FORMER COMPANY: FORMER CONFORMED NAME: LOMBARD ODIER & CIE DATE OF NAME CHANGE: 20000210 SC 13D/A 1 v161561_sc13da.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 /*/) Plastinum Polymer Technologies Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 727606 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) Laurent Yazmaciyan, Vice President Jose Filella, Assistant Vice President Lombard Odier Darier Hentsch & CIE 11, rue de la Corraterie 1204, Geneva, Switzerland 0041 22 709 24 15 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 2009 - -------------------------------------------------------------------------------- (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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. /*/ 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). SCHEDULE 13D CUSIP No. 727606 10 5 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Lombard Odier Darier Hentsch & Cie - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 727606 10 5 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Richard von Tscharner - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 32,418,048 BENEFICIALLY ------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 25,118,048 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,418,048 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 to Schedule 13D relates to the common stock, par value $0.01 (the "Common Stock"), of Plastinum Polymer Technologies Corp. (the "Issuer"). The address of the Issuer's principal executive office is 10100 Santa Monica Blvd., Suite 300, Los Angeles, CA 90067. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is amended and restated in its entirety to read as follows: On February 20, 2007, LODH acquired 6,430,000 shares of Common Stock of the Issuer as a result of the "spin-off" of the Common Stock of the Issuer from New Generation Holdings, Inc. ("NGH"). In addition, Warrants for the purchase of 3,570,000 shares of Common Stock of NGH acquired by LODH on August 25, 2005 were modified during 2006, in contemplation of the spin-off of the Common Stock of the Issuer by NGH, to permit their exercise for shares of either NGH Common Stock or the Issuer's Common Stock. On August 21, 2007, LODH exercised Warrants to purchase 870,000 shares of Common Stock of the Issuer at an exercise price of $0.35 per share or an aggregate exercise price of $304,500. Upon such exercise, the number of shares of Common Stock of the Issuer beneficially owned by the Reporting Persons remained at 10,000,000. On November 6, 2007, RT acquired 3,800 shares of Series B-1 Convertible Preferred Stock of the Issuer (initially convertible into shares of Common Stock of the Issuer at a conversion price of $0.38 per share) and Warrants exercisable for the purchase of 300,000 shares of Common Stock of the Issuer at an exercise price of $0.57 per share(which Warrants became exercisable on May 7, 2008) for an aggregate purchase price of $380,000. On August 25, 2008, warrants to purchase 2,700,000 shares of either NGH Common Stock or the Issuer's Common Stock expired unexercised. On January 27, 2009, the Issuer sold and issued to RT a Convertible Promissory Note in the principal amount of $1,000,000 maturing on January 27, 2012 (the "1/09 Note"). The 1/09 Note is convertible into shares of Common Stock at an initial conversion price of $0.22 per share or a total of 4,545,455 shares, subject to adjustment as contained in the Note. During February, April and August 2009, a total of 139,260 shares of the Issuer's Common Stock were issued to RT as dividends on shares of Series B-1 Convertible Preferred Stock. On June 15, 2009, the Issuer sold and issued to RT a Convertible Promissory Note in the principal amount of $3,000,000 maturing on June 27, 2012 (the "6/09 Note"). The 6/09 Note is convertible into shares of Common Stock at an initial conversion price of $0.28 per share or a total of 10,714,286 shares, subject to adjustment as contained in the Note. On September 25, 2009, the Issuer sold and issued to RT a Convertible Promissory Note in the principal amount of $2,000,000 maturing on June 15, 2012 (the "9/09 Note"). The 9/09 Note is convertible into shares of Common Stock at an initial conversion price of $0.24 per share or a total of 8,333,333 shares, subject to adjustment as contained in the Note. The funds used to purchase the securities of the Issuer on August 21, 2007, November 6, 2007, January 27, 2009, June 15, 2009 and September 25, 2009 were personal funds of RT. As of September 25, 2009, the conversion price of the Series B-1 Convertible Preferred Stock had been reduced to $0.35 per share. As a result, the 3,800 shares of Series B-1 Convertible Preferred Stock acquired by RT are, as of September 25, 2009, convertible into 1,085,714 shares of the Issuer's Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated in its entirety to read as follows: (a) LODH beneficially owns in the aggregate 7,300,000 shares of Common Stock, all of which are shares of Common Stock owned by LODH. Based on a total of 99,443,160 shares of Common Stock outstanding as of September 25, 2009 (as calculated according to the information provided by the Issuer and further in accordance with the beneficial ownership rules) the shares and warrants beneficially owned by LODH represent approximately 7.3% of the Issuer's Common Stock. RT beneficially owns in the aggregate 32,418,048 shares of Common Stock (which includes (i) 7,300,000 shares of Common stock owned by LODH, (ii) 139,260 shares of Common Stock owned by RT, (iii) shares of Series B-1 Preferred Stock owned by RT immediately convertible into a total of 1,085,714 shares of Common Stock, (iv) immediately exercisable warrants owned by RT to purchase 300,000 shares of Common Stock at an exercise price of $0.57 per share and that expire November 6, 2012, and (v) Notes owned by RT immediately convertible into 23,593,074 shares of Common Stock). Based on a total of 98,777,327 shares of Common Stock outstanding as of September 25, 2009 (as calculated according to the information provided by the Issuer and further in accordance with the beneficial ownership rules) the Issuer's securities beneficially owned by RT represent approximately 26.1% of the Issuer's Common Stock. (b) RT has the sole power to vote all of the shares of Common Stock beneficially owned by the Reporting Persons. (c) Within the past 60 days, the Reporting Persons have not made any transactions in the Common Stock other than as may be described in Item 3 of this Schedule 13D. (d) No persons, other than the Reporting Persons, have the right to receive or the power to direct the receipt of the dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Reporting Persons. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A: Agreement of Joint Filing of Schedule 13D SIGNATURES 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 as of: September 29, 2009 /s/ Richard von Tscharner ---------------------------------------- Richard von Tscharner LOMBARD ODIER DARIER HENTSCH & CIE By: /s/ Laurent Yazmaciyan ------------------------------------ Name: Laurent Yazmaciyan Title: Vice President By: /s/ Jose Filella ------------------------------------ Name: Jose Filella Title: Assistant Vice President EXHIBIT A Agreement of Joint Filing of Schedule 13D Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of the Issuer. Dated as of: September 29, 2009 /s/ Richard von Tscharner ---------------------------------------- Richard von Tscharner LOMBARD ODIER DARIER HENTSCH & CIE By: /s/ Laurent Yazmaciyan ------------------------------------ Name: Laurent Yazmaciyan Title: Vice President By: /s/ Jose Filella ------------------------------------ Name: Jose Filella Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----