0001162161-11-000004.txt : 20110329
0001162161-11-000004.hdr.sgml : 20110329
20110329165215
ACCESSION NUMBER: 0001162161-11-000004
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20110329
DATE AS OF CHANGE: 20110329
GROUP MEMBERS: CHESTER MINING COMPANY
GROUP MEMBERS: TRAVIS W. CAMPBELL
GROUP MEMBERS: WILLIAM L. CAMPBELL
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SENETEK PLC /ENG/
CENTRAL INDEX KEY: 0000789944
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 770039728
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-55983
FILM NUMBER: 11719247
BUSINESS ADDRESS:
STREET 1: 23 PALACE STREET
STREET 2: LONDON
CITY: UNITED KINGDOM
STATE: X0
ZIP: SW1E 5HW
BUSINESS PHONE: 7072263900
MAIL ADDRESS:
STREET 1: 620 AIRPARK RD
STREET 2: LONDON SW1E 5HW
CITY: NAPA
STATE: CA
ZIP: 94450
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Brush Prairie Minerals, Inc
CENTRAL INDEX KEY: 0001516026
IRS NUMBER: 510275698
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: PO BOX 14006
CITY: SPOKANE
STATE: WA
ZIP: 99214
BUSINESS PHONE: 509-922-3153
MAIL ADDRESS:
STREET 1: PO BOX 14006
CITY: SPOKANE
STATE: WA
ZIP: 99214
SC 13D
1
senetek-joint13d_31611.txt
SCHEDULE 13D MARCH 16, 2011
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SENETEK PLC
__________________________________________________________________
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
__________________________________________________________________
(Title of Class of Securities)
817209208
__________________________________________________________________
(CUSIP Number)
William L. Campbell
P.O. Box 14006
Spokane, WA 99214
(509) 922-3035
__________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 16, 2011
__________________________________________________________________
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of sections 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 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 (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).
Page 1 of 8
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
William L. Campbell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
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 7 SOLE VOTING POWER
SHARES 0 SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,150,000 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 SHARES
PERSON 10 SHARED DISPOSITIVE POWER
WITH 8,150,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,150,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3%
14 TYPE OF REPORTING PERSON*
IN
Page 2 of 8
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Travis W. Campbell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
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 7 SOLE VOTING POWER
SHARES 0 SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,650,000 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 SHARES
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,650,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,650,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
14 TYPE OF REPORTING PERSON*
IN
Page 3 of 8
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Brush Prairie Minerals, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 7 SOLE VOTING POWER
SHARES 0 SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,500,000 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 SHARES
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,500,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%
14 TYPE OF REPORTING PERSON*
CO
Page 4 of 8
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Chester Mining Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 Check if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Idaho
NUMBER OF 7 SOLE VOTING POWER
SHARES 0 SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,650,000 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 SHARES
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,650,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,650,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
14 TYPE OF REPORTING PERSON*
CO
Page 5 of 8
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, $0.65 (40 pence) par value
per share (the "Common Stock"), of Senetek PLC, a company formed under the laws
of England (the "Issuer"). The principal executive offices of the Issuer are
located at 51 New Orleans Court, Suite 1A, Hilton Head, SC 29928.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D Statement is hereby filed jointly by William L. Campbell,
Travis W. Campbell, Brush Prairie Minerals, Inc., a Delaware corporation
("Brush Prairie"), and Chester Mining Company, an Idaho corporation ("Chester
Mining") (collectively, the "Reporting Persons).
(a) Mr. William L. Campbell is the CEO of Chester Mining and the
President of Brush Prairie and a principal shareholder of both entities.
Mr. Travis W. Campbell is the President of Chester Mining. Due to his
relationship to Chester Mining and Brush Prairie, Mr. William L. Campbell may
be deemed to have shared voting and investment power with respect to, and as a
result, have shared beneficial ownership of, the shares of Common Stock owned
by Chester Mining and Brush Prairie. Due to his relationship to Chester
Mining, Mr. Travis W. Campbell may be deemed to have shared voting and
investment power with respect to, and as a result, have shared beneficial
ownership of, the shares of Common Stock owned by Chester Mining. Mr. Travis
W. Campbell, however, disclaims beneficial ownership of such shares of Common
Stock except to the extent of his pecuniary interest therein. Travis W.
Campbell is the adult son of William L. Campbell.
(b) The addresses of the Reporting Persons are as follows:
William L. Campbell P.O. Box 14006
Spokane, WA 99214
Travis W. Campbell P.O. Box 13277
Spokane, WA 99213
Chester Mining & Brush Prairie 905 N. Pines Rd.
Suite A
Spokane Valley, WA 99206
(c) Chester Mining and Brush Prairie are mining companies. William L.
Campbell is a private investor in public companies, and Travis W. Campbell is
President of Chester Mining.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction where as a result of such proceeding, there was or is 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) William L. Campbell and Travis W. Campbell and citizens of the United
States of America. Chester Mining is an Idaho corporation and Brush Prairie is
a Delaware corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 17, 2011, Chester Mining acquired 2,650,000 shares of Common Stock and
Brush Prairie acquired 5,500,000 shares of Common stock (collectively, the
"Shares"). Each entity exchanged a like number of shares which each entity
owned in Iron Eagle Acquisitions, Inc., a Nevada corporation ("Iron Eagle"),
for the Shares. As a result of the transaction, Iron Eagle became a wholly
owned subsidiary of the Issuer.
Page 6 of 8
ITEM 4. PURPOSE OF TRANSACTION.
On March 16, 2011, the Issuer entered into a Stock-for-Stock Exchange Agreement
dated March 16, 2011, (the "Agreement") with Iron Eagle, and the two
shareholders of Iron Eagle, namely Chester Mining and Brush Prairie
(collectively the "Shareholders"). Pursuant to the terms of the Agreement, the
Issuer agreed to issue shares of its common stock in exchange for all of the
outstanding shares of Iron Eagle. At the closing held on March 17, 2011, the
Issuer issued 5,500,000 shares of Common Stock to Brush Prairie and 2,650,000
shares of Common Stock to Chester Mining, and John P. Ryan, the CEO and a
director of the Issuer, was appointed as the sole director and officer Iron
Eagle. Also at closing Chester Mining appointed Howard Crosby (the President,
Chief Financial Officer, and a director of the Issuer) and Mr. Ryan as
directors of Chester Mining. Further at closing, Brush Prairie appointed
Mr. Ryan and Mr. Crosby as directors of Brush Prairie. The sales were made in
transactions that were exempt from registration under the Securities Act of
1933, as amended (the "Securities Act"), and each Shareholder represented to
the Issuer that such entity understood that the sale of the Shares to such
parties was intended to be exempt from registration under the Securities Act
and exempt from registration or qualification under any state law.
Except to the extent provided in this Schedule 13D, the Reporting Persons do
not have any plans or proposals which relate to, or could result in, any of the
matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate plans or
proposals with respect thereto. For example, Chester Mining may, at some point
in the future, and subject to compliance with federal and state securities
laws, distribute part or all of the Shares received by it in the above
transactions on a pro rata basis to its shareholders as a stock dividend.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to Rule 13d-3(a) under the Securities Exchange Act of 1934, at the
close of business on March 29, 2011, the Issuer had 15,883,508 shares of Common
Stock issued and outstanding, including the Shares. After the consummation of
the transactions described in Item 4 of this Schedule 13D, William L. Campbell
has shared power to vote and direct the disposition of, and therefore
beneficially owns, 8,150,000 shares of Common Stock, which constitutes
approximately 51.3% of the outstanding shares; Travis W. Campbell and Chester
Mining have shared power with William L. Campbell to vote and direct the
disposition of, and therefore beneficially own, 2,650,000 shares of Common
Stock, which constitutes approximately 16.7% of the outstanding shares; and
Brush Prairie has shared power with William L. Campbell to vote and direct the
disposition of, and therefore beneficially own, 5,500,000 shares of Common
Stock, which constitutes approximately 34.6% of the outstanding shares. The
Reporting Persons have not effected any transactions in the Common Stock during
the past 60 days, except as described in this Schedule 13D. Other than the
Reporting Persons, 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
shares of Common Stock beneficially owned by the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described in Item 4 of this Schedule 13D, to the best knowledge of
the Reporting Persons, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Persons and any other person with respect to any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities of
the Issuer, finders 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, or a pledge or contingency, the occurrence of which
would give another person voting power over the Shares.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit No. Description
1 Agreement of Joint Filing, dated as of March 29, 2011, by and
among William L. Campbell, Travis W. Campbell, Chester Mining
Company, and Brush Prairie Minerals, Inc. (Filed herewith)
Page 7 of 8
2 Stock-for-Stock Exchange Agreement dated March 16, 2011 (Filed
with the SEC on March 18, 2011 (SEC File No. 000-14691) as
Exhibit 2.1 and incorporated herein by reference)
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.
Date: March 29, 2011 /s/ William L. Campbell
William L. Campbell, an Individual
Date: March 29, 2011 /s/ Travis W. Campbell
Travis W. Campbell, an Individual
Chester Mining Company
Date: March 29, 2011 By /s/ Travis W. Campbell
Travis W. Campbell, President
Brush Prairie Minerals, Inc.
Date: March 29, 2011 By /s/ William L. Campbell
William L. Campbell, President
Page 8 of 8
EX-1
2
joint13d-exhibit1.txt
EXHIBIT 1 JOINT FILING AGREEMENT
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, each of the undersigned Reporting Persons hereby agrees to
the joint filing, on behalf of each of them, of a statement on Schedule 13D
(including amendments thereto) with respect to shares of Common Stock, $0.65
(40 pence) par value per share, of Senetek PLC, and that this Agreement be
included as an Exhibit to such joint filing. The undersigned acknowledge and
agree that all subsequent amendments to Schedule 13D may be filed on behalf of
each of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning it contained in Schedule 13D and any amendments thereto,
but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that it knows or has
reason to believe that such information is inaccurate. This Agreement may be
executed in counterparts, all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement
as of March 29, 2011.
/s/ William L. Campbell
William L. Campbell, an Individual
/s/ Travis W. Campbell
Travis W. Campbell, an Individual
Chester Mining Company
By /s/ Travis W. Campbell
Travis W. Campbell, President
Brush Prairie Minerals, Inc.
By /s/ William L. Campbell
William L. Campbell, President