-----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, UIziZ7R1/hM/Ut09HXdc7mgkg+nBN45EoFQuT9E+e39dClLhwK7K5RJjuqOPeEXz iQBZOOelbseWyAQMYIPt0w== 0000899140-08-000569.txt : 20080214 0000899140-08-000569.hdr.sgml : 20080214 20080214161424 ACCESSION NUMBER: 0000899140-08-000569 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: DANIEL S. LOEB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPOSITE TECHNOLOGY CORP CENTRAL INDEX KEY: 0000317477 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 592025386 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62355 FILM NUMBER: 08615835 BUSINESS ADDRESS: STREET 1: 2026 MCGRAW AVE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: (949) 428-8500 MAIL ADDRESS: STREET 1: 2026 MCGRAW AVE CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: ELDORADO FINANCIAL GROUP INC DATE OF NAME CHANGE: 20000606 FORMER COMPANY: FORMER CONFORMED NAME: ELDORADO GOLD & EXPLORATION INC DATE OF NAME CHANGE: 19870202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13G 1 t4123749b.txt INITIAL FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Composite Technology Corporation -------------------------------- (Name of Issuer) Common Stock, $0.001 par value ------------------------------ (Title of Class of Securities) 20461S108 --------- (CUSIP Number) December 31, 2007 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] 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 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). - ---------------------------- --------------------- CUSIP No. 20461S108 13G Page 2 of 8 Pages - ---------------------------- --------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Third Point LLC - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 12,626,274 OWNED BY EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 12,626,274 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,626,274 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - ---------- --------------------------------------------------------------------- - ---------------------------- --------------------- CUSIP No. 20461S108 13G Page 3 of 8 Pages - ---------------------------- --------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel S. Loeb - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 12,626,274 OWNED BY EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 12,626,274 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,626,274 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - ---------- --------------------------------------------------------------------- Item 1(a): Name of Issuer: - --------- -------------- The name of the issuer is Composite Technology Corporation, a corporation organized under the laws of the State of Nevada (the "Company"). Item 1(b): Address of Issuer's Principal Executive Offices: - --------- ----------------------------------------------- The Company's principal executive office is located at 2026 McGraw Avenue, Irvine, CA 92614. Item 2(a): Name of Person Filing: - --------- --------------------- This Schedule 13G is filed by: (i) Third Point LLC, a Delaware limited liability company (the "Management Company"), which serves as investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, the "Funds"), with respect to shares of Common Stock (as defined in Item 2(d)) directly owned by the Funds and shares of Common Stock issuable upon the exercise of warrants directly owned by the Funds; and (ii) Mr. Daniel S. Loeb ("Mr. Loeb"), who is the Chief Executive Officer of the Management Company and controls its business activities, with respect to shares of Common Stock indirectly beneficially owned by Mr. Loeb by virtue of such position and shares of Common Stock issuable upon the exercise of warrants indirectly beneficially owned by Mr. Loeb by virtue of such position. The Management Company and Mr. Loeb are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Item 2(b): Address of Principal Business Office or, if None, Residence: - --------- ----------------------------------------------------------- The address of the principal business office of the Management Company and Mr. Loeb is 390 Park Avenue, New York, New York 10022. Item 2(c): Citizenship: - --------- ----------- The Management Company is organized as a limited liability company under the laws of the State of Delaware. Mr. Loeb is a United States citizen. Item 2(d): Title of Class of Securities: - --------- ---------------------------- Common Stock, $0.001 par value ("Common Stock"). Item 2(e): CUSIP Number: - --------- ------------ 20461S108. -4- Item 3: If this statement is filed pursuant to Rules 13d-1(b) or 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. [X] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E), F. [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), G. [ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), H. [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, I. [ ] 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 Rule 13d-1(b)(1)(ii)(J). Item 4: Ownership: The beneficial ownership of Common Stock by the Reporting Persons, as of December 31, 2007, is as follows: A. Third Point LLC --------------- (a) Amount beneficially owned: 12,626,274 (b) Percent of class: 5.5%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon based upon a total of 228,682,216 shares of Common Stock outstanding, calculated as the sum of (i) the 226,156,958 shares of Common Stock issued and outstanding as of February 11, 2008, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2007 and (ii) the 2,525,258 shares of Common Stock issuable upon exercise of warrants held by the Funds. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 12,626,274 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 12,626,274 B. Daniel S. Loeb -------------- (a) Amount beneficially owned: 12,626,274 (b) Percent of class: 5.5%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 12,626,274 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 12,626,274 -5- 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 five percent of the class of securities, check the following: [ ] Item 6: Ownership of More than Five Percent on Behalf of Another Person: - ------ --------------------------------------------------------------- Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding Common Stock. 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: - -------- -------------- 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 acquired and are held in the ordinary course of business and 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. [Signatures on following page] -6- 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, 2008 THIRD POINT LLC By: Daniel S. Loeb, Chief Executive Officer By: /s/ Keith Waller -------------------------------------------- Name: Keith Waller Title: Attorney-in-Fact DANIEL S. LOEB By: /s/ Keith Waller -------------------------------------------- Name: Keith Waller Title: Attorney-in-Fact [SIGNATURE PAGE TO SCHEDULE 13G WITH RESPECT TO COMPOSITE TECHNOLOGY CORPORATION] EXHIBIT INDEX Exhibit 99.1: Joint Filing Agreement, dated February 14, 2008, by and between Third Point LLC and Daniel S. Loeb. Exhibit 99.2: Power of Attorney granted by Mr. Daniel S. Loeb in favor of Zachary Snow, Keith Waller, and Bruce Wilson, dated February 11, 2008. EX-99.1 3 t4123749c.txt JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. Dated: February 14, 2008 THIRD POINT LLC By: Daniel S. Loeb, Chief Executive Officer By: /s/ Keith Waller -------------------------------------------- Name: Keith Waller Title: Attorney-in-Fact DANIEL S. LOEB By: /s/ Keith Waller -------------------------------------------- Name: Keith Waller Title: Attorney-in-Fact [JOINT FILING AGREEMENT OF SCHEDULE 13G WITH RESPECT TO COMPOSITE TECHNOLOGY CORPORATION] EX-99.2 4 t4123749d.txt POA Exhibit 99.2 ------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and appoint ZACHARY SNOW, KEITH WALLER and BRUCE WILSON and each of them severally, as the true and lawful attorneys and agents of each of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of each of the undersigned any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned (whether such filing includes one or more or all of the undersigned) under Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements thereunder, including any forms or statements required to be submitted in connection with any electronic filing, or any statement or report, including any amendment to any statement or report, required to be filed with respect to any of the undersigned under any comparable laws, rules, regulations and requirements of any foreign jurisdiction, and to file any of the same with the Securities and Exchange Commission and any other appropriate U.S. and foreign regulatory authorities, said attorneys and agents having full power and authority to do and perform in the name and on behalf of any of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of February 11, 2008. /s/ Daniel S. Loeb --------------------------------------------- Daniel S. Loeb THIRD POINT LLC By: /s/ Daniel S. Loeb ----------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer THIRD POINT OFFSHORE FUND, LTD. By: /s/ Daniel S. Loeb ----------------------------------------- Name: Daniel S. Loeb Title: Director THIRD POINT PARTNERS LP By: Third Point Advisors LLC, its General Partner By: /s/ Daniel S. Loeb ----------------------------------------- Name: Daniel S. Loeb Title: Managing Member THIRD POINT PARTNERS QUALIFIED LP By: Third Point Advisors LLC, its General Partner By: /s/ Daniel S. Loeb ----------------------------------------- Name: Daniel S. Loeb Title: Managing Member THIRD POINT ULTRA LTD. By: Third Point LLC, its Investment Manager By: /s/ Daniel S. Loeb ----------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer LYXOR/THIRD POINT FUND LIMITED By: Third Point LLC, its Investment Manager By: /s/ Daniel S. Loeb ----------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----