0001193125-12-061433.txt : 20120214 0001193125-12-061433.hdr.sgml : 20120214 20120214172635 ACCESSION NUMBER: 0001193125-12-061433 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: ZACHARY MCADOO GROUP MEMBERS: ZANETT OPPORTUNITY FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD. CENTRAL INDEX KEY: 0001084031 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 980200471 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79233 FILM NUMBER: 12612924 BUSINESS ADDRESS: STREET 1: 4235 COMMERCE STREET CITY: LITTLE RIVER STATE: SC ZIP: 29566 BUSINESS PHONE: 843-390-2500 MAIL ADDRESS: STREET 1: 4235 COMMERCE STREET STREET 2: 4235 COMMERCE STREET CITY: LITTLE RIVER STATE: SC ZIP: 29566 FORMER COMPANY: FORMER CONFORMED NAME: NATUROL HOLDINGS LTD DATE OF NAME CHANGE: 20020823 FORMER COMPANY: FORMER CONFORMED NAME: CORONADO EXPLORATIONS LTD DATE OF NAME CHANGE: 19990528 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McAdoo Capital, Inc. CENTRAL INDEX KEY: 0001474173 IRS NUMBER: 264006681 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 635 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 486-3364 MAIL ADDRESS: STREET 1: 635 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 d300975dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 3 Schedule 13G Amendment No. 3

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)*

 

 

Integrated Environmental Technologies, Ltd.

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

639048107

(CUSIP Number)

December 31, 2011

(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)

(Page 1 of 7 Pages)

 

* 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, as amended (the “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).

 

 

 

13G/A

CUSIP No. 639048107       Page 2 of 7 Pages

 

  1   

NAME OF REPORTING PERSONS

 

McAdoo Capital, Inc.

  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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

    None

   6   

SHARED VOTING POWER

 

    21,525,579

   7   

SOLE DISPOSITIVE POWER

 

    None

   8   

SHARED DISPOSITIVE POWER

 

    21,525,579

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    21,525,579

10

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    15.9% (See also Item 4(b) below)

12

  

TYPE OF REPORTING PERSON (see instructions)

 

    CO

13G/A

CUSIP No. 639048107       Page 3 of 7 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Zanett Opportunity Fund, Ltd.

  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

 

    Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

    None

   6   

SHARED VOTING POWER

 

    21,271,173

   7   

SOLE DISPOSITIVE POWER

 

    None

   8   

SHARED DISPOSITIVE POWER

 

    21,271,173

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    21,271,173

10

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    15.7% (See also Item 4(b) below)

12

  

TYPE OF REPORTING PERSON (see instructions)

 

    CO

13G/A

CUSIP No. 639048107       Page 4 of 7 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Zachary McAdoo

  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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

    None

   6   

SHARED VOTING POWER

 

    21,525,579

   7   

SOLE DISPOSITIVE POWER

 

    None

   8   

SHARED DISPOSITIVE POWER

 

    21,525,579

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    21,525,579

10

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    15.9% (See also Item 4(b) below)

12

  

TYPE OF REPORTING PERSON (see instructions)

 

    IN

 

 

13G/A

CUSIP No. 639048107       Page 5 of 7 Pages

 

Item 1  

(a).

    Name of Issuer:      
     Integrated Environmental Technologies, Ltd.      
Item 1  

(b).

    Address of Issuer’s Principal Executive Offices:      
    

4235 Commerce Street

Little River, South Carolina 29566

      
Item 2  

(a).

    Name of Person Filing:      
    

McAdoo Capital, Inc.

Zanett Opportunity Fund, Ltd.

Zachary McAdoo

      
Item 2  

(b).

    Address of Principal Business Office or, if none, Residence:      
    

For McAdoo Capital, Inc. and Zachary McAdoo:

 

635 Madison Avenue, 15th Floor

New York, NY 10022

 

For Zanett Opportunity Fund:

 

c/o Appleby Spurling

Canon’s Court

22 Victoria Street

P.O. Box HM 1179

Hamilton, Bermuda HM 1179

      
Item 2  

(c).

    Citizenship:      
    

McAdoo Capital, Inc. – United States

Zanett Opportunity Fund, Ltd. – Bermuda

Zachary McAdoo – United States

      
Item 2  

(d).

    Title of Class of Securities:      
     Common Stock, par value $0.001 per share (the “Common Stock”)      
Item 2  

(e).

    CUSIP No.:      
     639048107      
Item 3.   If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2 (b) or (c), Check Whether the Person Filing is a:   
  Not applicable.   

13G/A

CUSIP No. 639048107       Page 6 of 7 Pages

 

Item 4.    Ownership.      
   (a)    Amount Beneficially Owned:      
     

Zanett Opportunity Fund, Ltd. (the “Fund”) beneficially owns 21,271,173 shares of Common Stock. This amount includes: (i) 3,400,000 shares issuable pursuant to warrants acquired August 19, 2009; (ii) 6,159,923 shares acquired pursuant to the conversion on December 31, 2009 of the 12% convertible debentures due in 2009 issued to the Fund (the “Fund Debentures”); (iii) 2,950,000 shares issuable pursuant to warrants acquired pursuant to the conversion on December 31, 2009 of the Fund Debentures; (iv) 1,000,000 shares acquired pursuant to the exercise on October 8, 2010 of warrants acquired August 19, 2009; (v) 1,500,000 shares acquired pursuant to the exercise on December 6, 2010 of warrants acquired August 19, 2009; (vi) 1,500,000 shares issuable pursuant to warrants acquired December 9, 2010; (vii) 3,761,250 shares issuable pursuant to 8% convertible debentures due in 2014 issued to the Fund on June 27, 2011; and (viii) 1,000,000 shares issuable pursuant to 8% convertible debentures due in 2014 issued to the Fund on September 28, 2011.

 

McAdoo Capital, Inc. (“McAdoo Capital”) exercises investment discretion over the Fund’s 21,271,173 shares of Common Stock, in addition to the 254,406 shares McAdoo Capital beneficially owns, which includes: (i) 100,000 shares issuable pursuant to warrants acquired August 19, 2009; (ii) 104,406 shares (the “McAdoo Conversion Shares”) acquired pursuant to the conversion on December 31, 2009 of the 12% convertible debentures due in 2009 issued to McAdoo Capital (the “McAdoo Debentures”); and (iii) 50,000 shares issuable pursuant to warrants acquired pursuant to the conversion on December 31, 2009 of the McAdoo Debentures.

 

Zachary McAdoo exercises investment discretion over shares beneficially owned by McAdoo Capital (including the shares owned by the Fund) by virtue of his position as President. This report shall not be construed as an admission that McAdoo Capital or Mr. McAdoo are the beneficial owners of the Fund’s shares for any purposes.

      
   (b)    Percent of Class:      
     

The Fund is the beneficial owner of 15.7% of the issuer’s Common Stock. As provided in the issuer’s Quarterly Report on Form 10-Q, filed November 17, 2011, 122,735,165 shares of Common Stock were outstanding as of November 15, 2011. In addition, the Fund has the right to acquire within 60 days: (i) 7,850,000 total shares issuable pursuant to warrants, and (ii) 4,761,250 total shares issuable pursuant to convertible debentures (together, the “Fund Additional Shares”). The Fund’s beneficial ownership percentage is based on a total of 135,346,415 shares, which consists of the issuer’s outstanding shares plus the Fund Additional Shares.

 

Due to its investment discretion over the shares the Fund beneficially owns, McAdoo Capital may be deemed to be the beneficial owner of 15.9% of the issuer’s Common Stock. By virtue of his position as President of McAdoo Capital, Zachary McAdoo may be deemed to have the same beneficial ownership as McAdoo Capital. As provided in the issuer’s Quarterly Report on Form 10-Q, filed November 17, 2011, 122,735,165 shares of Common Stock were outstanding as of November 15, 2011. In addition, McAdoo Capital has the right to acquire within 60 days 150,000 total shares issuable pursuant to warrants (the “McAdoo Additional Shares”). McAdoo Capital also exercises investment discretion over the Fund Additional Shares. Both of McAdoo Capital’s and Zachary McAdoo’s beneficial ownership percentages are based on a total of 135,496,415 shares, which consists of the issuer’s outstanding shares plus: (i) the McAdoo Additional Shares, and (ii) the Fund Additional Shares.

      
   (c)    Number of shares as to which such person has:      
      (i)    Sole power to vote or to direct the vote:      
         See the attached responses to Item 5 on the attached cover pages.      
      (ii)    Shared power to vote or to direct the vote:      
         See the attached responses to Item 6 on the attached cover pages.      
      (iii)    Sole power to dispose or to direct the disposition of:      
         See the attached responses to Item 7 on the attached cover pages.      
      (iv)    Shared power to dispose or to direct the disposition of:      
         See the attached responses to Item 8 on the attached cover pages.      
Item 5.    Ownership of Five Percent or Less of a Class.   
   Not applicable.   
Item 6.    Ownership of More than Five Percent on Behalf of Another Person.      
   Investors in the Fund described in Item 4 above have the right to receive dividends from, or the proceeds from the sale of, the shares held in each Fund.      
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   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.      
  

Each of the Reporting Persons hereby makes the following 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.

      

13G/A

CUSIP No. 639048107       Page 7 of 7 Pages

 

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: February 14, 2012     MCADOO CAPITAL, INC.
   

/s/ Zachary McAdoo

    Zachary McAdoo, President
Dated: February 14, 2012     ZANETT OPPORTUNITY FUND, LTD.
    By: MCADOO CAPITAL, INC., its Investment Manager
   

/s/ Zachary McAdoo

    Zachary McAdoo, President
Dated: February 14, 2012    

/s/ Zachary McAdoo

    Zachary McAdoo

EXHIBITS

 

No.

   

Exhibit

99.1    Joint Filing Agreement
 EX-99.1 2 d300975dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)(1)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Integrated Environmental Technologies, Ltd., and that this Agreement be included as an Exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14th day of February, 2012.

 

MCADOO CAPITAL, INC.

/s/ Zachary McAdoo

Zachary McAdoo, President
ZANETT OPPORTUNITY FUND, LTD.
By:   MCADOO CAPITAL, INC., its Investment Manager

/s/ Zachary McAdoo

Zachary McAdoo, President

/s/ Zachary McAdoo

Zachary McAdoo