0000914760-13-000020.txt : 20130214 0000914760-13-000020.hdr.sgml : 20130214 20130214120236 ACCESSION NUMBER: 0000914760-13-000020 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ceres, Inc. CENTRAL INDEX KEY: 0000767884 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86747 FILM NUMBER: 13608666 BUSINESS ADDRESS: STREET 1: 1535 RANCHO CONEJO BLVD. CITY: THOUSAND OAKS STATE: CA ZIP: 91320 BUSINESS PHONE: 805-376-6500 MAIL ADDRESS: STREET 1: 1535 RANCHO CONEJO BLVD. CITY: THOUSAND OAKS STATE: CA ZIP: 91320 FORMER COMPANY: FORMER CONFORMED NAME: CERES INC DATE OF NAME CHANGE: 19850504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ambergate Trust CENTRAL INDEX KEY: 0001541305 IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ST. PETER'S HOUSE, LE BORDAGE CITY: ST. PETER PORT STATE: Y7 ZIP: GY1 6AX BUSINESS PHONE: 8053766500 MAIL ADDRESS: STREET 1: 1535 RANCHO CONEJO BOULEVARD CITY: THOUSAND OAKS STATE: CA ZIP: 91320 SC 13G 1 ambergate_13g.htm SCHEDULE 13G ambergate_13g.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.     )*
 
 

 
Ceres, Inc.
(Name of issuer)
 
 

 
Common Stock, par value $0.01 per share

 
 
156773103
(CUSIP number)
 
 
Stephen Robert Lowe
 Rothschild Trust Guernsey Ltd. (Ambergate)
PO Box 472, St Julian’s Court
St Julian’s Avenue
St Peter Port
Guernsey GY1 6AX
44(0)1481-707800
(Name, address and telephone number of person authorized to receive notices and communications)
 
 
December 31, 2012
(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 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).
 

 
 
 
 
Page 2 of 7 Pages

SCHEDULE 13G
 
CUSIP No. 156773103
    
 
             
  (1) 
  
Names of reporting persons
 
The Ambergate Trust
  (2)
  
Check the appropriate box if a member of a group (see instructions)
(a)  ¨        (b)  x
 
  (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
 
Bermuda
Number of
shares
beneficially
owned by
each
reporting
person
with:
  
  (7) 
  
Sole voting power
 
0
  
  (8)
  
Shared voting power
 
2,906,232 (See Item 4)
  
  (9)
  
Sole dispositive power
 
0
  
(10)
  
Shared dispositive power
 
2,906,232 (See Item 4)
(11)
  
Aggregate amount beneficially owned by each reporting person
 
2,906,232 (See Item 4)
(12)
  
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
 
(13)
  
Percent of class represented by amount in Row (11)
 
11.5% (See Item 4)
(14)
  
Type of reporting person (see instructions)
 
OO
 


 
 
 
 
Page 3 of 7 Pages

SCHEDULE 13G
 
     
CUSIP No. 156773103
    
 
             
  (1) 
  
Names of reporting persons
 
Rothschild Trust Guernsey Limited (Ambergate)
  (2)
  
Check the appropriate box if a member of a group (see instructions)
(a)  ¨        (b)  x
 
  (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
 
Guernsey
Number of
shares
beneficially
owned by
each
reporting
person
with:
  
  (7) 
  
Sole voting power
 
359,000 (See Item 4)
  
  (8)
  
Shared voting power
 
 2,906,232 (See Item 4)
  
  (9)
  
Sole dispositive power
 
0
  
(10)
  
Shared dispositive power
 
2,906,232 (See Item 4)
(11)
  
Aggregate amount beneficially owned by each reporting person
 
3,265,232 (See Item 4)
(12)
  
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
 
(13)
  
Percent of class represented by amount in Row (11)
 
12.9% (See Item 4)
(14)
  
Type of reporting person (see instructions)
 
OO
 

 
 
 
 
Page 4 of 7 Pages

SCHEDULE 13G
 
     
CUSIP No. 156773103
    
 
             
  (1) 
  
Names of reporting persons
 
The Lynda De Logi Trust.
  (2)
  
Check the appropriate box if a member of a group (see instructions)
(a)  ¨        (b)  x
 
  (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
 
New York
Number of
shares
beneficially
owned by
each
reporting
person
with:
  
  (7) 
  
Sole voting power
 
0 (See Item 4)
  
  (8)
  
Shared voting power
 
0
  
  (9)
  
Sole dispositive power
 
359,000
  
(10)
  
Shared dispositive power
 
0
(11)
  
Aggregate amount beneficially owned by each reporting person
 
359,000 (See Item 4)
(12)
  
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
 
(13)
  
Percent of class represented by amount in Row (11)
 
1.4% (See Item 4)
(14)
  
Type of reporting person (see instructions)
 
OO
 

 
 
 
 
Page 5 of 7 Pages

SCHEDULE 13D
 
 
Item 1. Security and Issuer
 
This statement on Schedule 13G (the “Statement”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Ceres, Inc., a Delaware corporation (the “Issuer” or “Ceres”).  The principal executive offices of Ceres are located at 1535 Rancho Conejo Boulevard, Thousand Oaks, CA 91320.
 
Item 2. Identity and Background
 
(a- c) This statement is being filed by The Ambergate Trust, a Bermuda trust (“Ambergate”), Rothschild Trust Guernsey Limited (Ambergate), a Guernsey private limited company (“Rothschild (Ambergate)”) and The Lynda De Logi Trust, a New York trust (together, the “Reporting Persons”).
 
The address of the principal place of business and principal office of Ambergate and Rothschild (Ambergate) is c/o Rothschild Trust Guernsey Limited, PO Box 472, St Julian’s Court, St Julian Avenue, St. Peter Port G1 6AX, Guernsey.  The business address of The Lynda De Logi Trust is 4601 Gulf Shore Boulevard, North, Enclave #25, Naples, Florida 34103.
 
(c) Common stock, par value $0.01 per share.
 
(d) CUSIP number: 156773103

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.
(b)                      Bank as defined in section 3(a)(6) of the Act.
(c)                      Insurance company as defined in section 3(a)(19) of the Act.
(d)                      Investment company registered under section 8 of the Investment Company Act of 1940.
(e)                      An investment advisor in accordance with section 240.13d-1(b)(1)(ii)(E).
(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)(ii)(G).
(h)                     A savings association as defined in section 3(b) of the Federal Deposit Insurance Act.
(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.
(j)                      Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

 
If this statement is filed pursuant to section 240.13d-1(c), check this box: [X]
 
Item 4. Ownership
 
(a)-(b) The information contained on the cover pages of this Statement is incorporated herein by reference.  The percentages set forth on the cover pages and in this Item 5 are based on 24,801,986 shares of Common Stock issued and outstanding as of January 7, 2013, as reported in the Issuer’s Report on Form 10-Q for the quarter ended November 30, 2012.
 
As of February 12, 2013, Ambergate is the beneficial owner of 2,906,232 shares held of record by Rothschild (Ambergate), or approximately 11.5%, of the Common Stock outstanding (including 453,866 shares of Common Stock that may be acquired pursuant to the exercise of Series F and Series G Common Stock warrants),
 
As of February 12, 2013, Rothschild (Ambergate) is the beneficial owner of 3,265,232 shares, or approximately 12.9%, of the Common Stock outstanding (consisting of 2,452,366 shares held in its capacity as trustee of Ambergate, 453,866 shares of Common Stock that may be acquired pursuant to the exercise of Series F and Series G common stock warrants held by Rothschild (Ambergate) and 359,000 shares of Common Stock held by The Lynda De Logi Trust that are voted by Rothschild (Ambergate)).

 
 
 
 

Page 6 of 7 Pages
 

 
As of February 12, 2013, The Lynda De Logi Trust has investment power over 359,000 shares held in its name, or approximately 1.4%, of the Common Stock outstanding.

Item 5.  Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: .

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.

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 the undersigned certify, to the best of their 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.
 
Exhibits
 
99.1.
Joint Filing Agreement, dated as of February 13, 2013, among the Reporting Persons. (filed herewith).
99.2
Power of Attorney dated February 14, 2013 by Ambergate (filed herewith)
99.3
Power of Attorney dated February 14, 2013 by Rothschild (Ambergate) (filed herewith)
99.4
Power of Attorney dated February 13, 2013 by The Lynda De Logi Trust (filed herewith)
 
 
 
 

 
 
 
 
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 Schedule 13G is true, complete and correct.
 
THE AMBERGATE TRUST
   
By:
  
/s/ Stephen Robert Lowe
Name:
  
Stephen Robert Lowe, as authorized signatory for The Ambergate Trust
By:
  
/s/  Emma Caroline Roberts
   
Emma Caroline Roberts, as authorized signatory for The Ambergate Trust
 
     
ROTHSCHILD TRUST GUERNSEY LTD (AMBERGATE)
   
By:
  
/s/ Stephen Robert Lowe
Name:
  
Stephen Robert Lowe
By:
  
/s/ Emma Caroline Roberts
   
Emma Caroline Roberts
 
THE LYNDA DE LOGI TRUST.
   
By:
  
/s/*_______________________________
   
Eileen M. Day, as Trustee F/B/O The Lynda De Logi Trust
 
 
     
*By:
  
/s/ Anne G. Plimpton
   
Attorney-in-Fact
 
 
Dated: February 14, 2013

 EX-99.1 2 ambergate_x991.htm JOINT FILING AGREEMENT ambergate_x991.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock, par value $0.01 per share, of Ceres, Inc. dated February 13, 2013, is, and any amendments thereto  (including any filings on Schedule 13D with respect to the Common Stock) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
     
THE AMBERGATE TRUST
   
By:
  
/s/ Stephen Robert Lowe
Name:
  
Stephen Robert Lowe, as authorized signatory for The Ambergate Trust
By:
  
/s/ Emma Caroline Roberts
Name:
  
Emma Caroline Roberts, as authorized signatory for The Ambergate Trust
 
     
ROTHSCHILD TRUST GUERNSEY LTD (AMBERGATE)
   
By:
  
/s/ Stephen Robert Lowe
Name:
  
Stephen Robert Lowe
By:
  
/s/ Emma Caroline Roberts
   
Emma Caroline Roberts
     
THE LYNDA DE LOGI TRUST
By:
  
/s/ *
   
Eileen M. Day, as Trustee F/B/O The Lynda De Logi Trust,
  
 
*By:
  
/s/ Anne G. Plimpton
   
Attorney-in-Fact
 
 
Dated: February 13, 2013

 EX-99.2 3 ambergate_x992.htm POA ambergate_x992.htm

 
Exhibit 99.2
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes and appoints each of Wilfriede van Assche, Paul Kuc, Richard Hamilton, Sophia Snitman, Loren King, Phillip Monk, Anne G. Plimpton and Beverly Schafman signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
(1)           execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer, and/or 5% shareholder of Ceres, Inc. (the “Company”), filings on Schedule 13G or Schedule 13D in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Forms 144 under Rule 144 under the Securities Act of 1933;
 
(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13G, Schedule 13D, Form 3, 4, or 5 or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act of 1933.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13G or 13D, Forms 3, 4 and 5 and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February 2013.
 
 \
 
THE AMBERGATE TRUST
  
     
 
/s/ Stephen Robert Lowe
  
     
 
By:  S Stephen Robert Lowe, as authorized signatory for The Ambergate Trust
  
 
 
 /s/ Emma Caroline Roberts
  
     
 
By: A  Emma Caroline Roberts, as authorized signatory for The Ambergate Trust
  
 

 EX-99.3 4 ambergate_x993.htm POA ambergate_x993.htm
Exhibit 99.3
POWER OF ATTORNEY
 
Know all by these presents that the undersigned hereby constitutes and appoints each of Wilfriede van Assche, Paul Kuc, Richard Hamilton, Sophia Snitman, Loren King, Phillip Monk, Anne G. Plimpton, Beverly Schafman signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
(1)           execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer, and/or 5% shareholder of Ceres, Inc. (the “Company”), filings on Schedule 13G or Schedule 13D in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Forms 144 under Rule 144 under the Securities Act of 1933;
 
(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13G, Schedule 13D, Form 3, 4, or 5 or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act of 1933.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13G or 13D, Forms 3, 4 and 5 and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February 2013.
 
 
ROTHSCHILD TRUST GUERNSEY LIMITED (AMBERGATE)
     
     
 
 /s/ Stephen Robert Lowe
  
     
 
By:  S Stephen Robert Lowe, authorized signatory
  
 
 
 /s/ Emma Caroline Roberts
  
     
 
By: A  Emma Caroline Roberts, authorized signatory
  

EX-99.4 5 ambergate_x994.htm POA ambergate_x994.htm
 Exhibit 99.4
POWER OF ATTORNEY
 
Know all by these presents that the undersigned hereby constitutes and appoints each of Wilfriede van Assche, Paul Kuc, Richard Hamilton, Sophia Snitman, Loren King, Phillip Monk, Anne G. Plimpton and Beverly Schafman signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
(1)           execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer, and/or 5% shareholder of Ceres, Inc. (the “Company”), filings on Schedule 13G or Schedule 13D in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Forms 144 under Rule 144 under the Securities Act of 1933;
 
(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13G, Schedule 13D, Form 3, 4, or 5 or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act of 1933.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13G or 13D, Forms 3, 4 and 5 and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of February 2013. 
 
 
THE LYNDA DE LOGI TRUST
  
       
 
 
Signature:  
 /s/ Eileen M. Day
  
       
 
Eileen M. Day, as Trustee F/B/O The Lynda De Logi Trust