Schedule 13D

-----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, ClGeD5KZ5saHDPgiTL1HCsXar4TJNRgjImw0BjzUMugawA1eUz0iTVGO7i+3HxWS dkr4RKkC5n6Z5bTh5NPL6w== 0001193125-08-199440.txt : 20080923 0001193125-08-199440.hdr.sgml : 20080923 20080922192850 ACCESSION NUMBER: 0001193125-08-199440 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080923 DATE AS OF CHANGE: 20080922 GROUP MEMBERS: FEEHAN PARTNERS, L.P. GROUP MEMBERS: P.V. PARTNERS, L.P. GROUP MEMBERS: TRADEWINDS MASTER FUND (BVI) LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAR SCIENTIFIC INC CENTRAL INDEX KEY: 0000776008 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 521402131 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38497 FILM NUMBER: 081083372 BUSINESS ADDRESS: STREET 1: 16 SOUTH MARKET STREET CITY: PETERSBURG STATE: VA ZIP: 23803 BUSINESS PHONE: 8048610681 MAIL ADDRESS: STREET 1: 16 SOUTH MARKET STREET CITY: PETERSBURG STATE: VA ZIP: 23803 FORMER COMPANY: FORMER CONFORMED NAME: EYE TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Peters Scott CENTRAL INDEX KEY: 0001444109 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 415-289-0500 MAIL ADDRESS: STREET 1: THREE HARBOR DRIVE STREET 2: SUITE 213 CITY: SAUSALITO STATE: CA ZIP: 94965 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Star Scientific, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

85517P 10 1

(CUSIP Number)

Jay B. Gould, Esq.

Pillsbury Winthrop Shaw Pittman LLP

50 Fremont Street

San Francisco, CA 94105

415-983-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 14, 2008

(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 §§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 §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 (“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. 85517P 10 1


1	NAME OF REPORTING PERSON Scott P. Peters S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 64,700(1)
		8 SHARED VOTING POWER 14,259,972(2)
		9 SOLE DISPOSITIVE POWER 64,700(1)
		10 SHARED DISPOSITIVE POWER 14,259,972(2)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,259,972(2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.48%(3)
14	TYPE OF REPORTING PERSON IN

(1)	Includes Shares held in Scott Peters’ Roth IRA (54,700) and Scott Peters’ Individual IRA (10,000).

(2)	Includes warrants exercisable as of September 14, 2008, expiring on September 14, 2013.

(3)	Assumes that there are 92,106,820 Shares of Common Stock outstanding.


CUSIP No. 85517P 10 1


1	NAME OF REPORTING PERSON Tradewinds Master Fund (BVI) Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0552409
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 4,466,775(1)
		8 SHARED VOTING POWER 14,259,972(1)
		9 SOLE DISPOSITIVE POWER 4,466,775(1)
		10 SHARED DISPOSITIVE POWER 14,259,972(1)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,259,972(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.48%(2)
14	TYPE OF REPORTING PERSON IA; PN

(1)	Includes warrants exercisable as of September 14, 2008, expiring on September 14, 2013.

(2)	Assumes that there are 92,106,820 Shares of Common Stock outstanding.


CUSIP No. 85517P 10 1


1	NAME OF REPORTING PERSON P.V. Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 01-0895351
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 5,147,851(1)
		8 SHARED VOTING POWER 14,259,972(1)
		9 SOLE DISPOSITIVE POWER 5,147,851(1)
		10 SHARED DISPOSITIVE POWER 14,259,972(1)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,259,972 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.48% (2)
14	TYPE OF REPORTING PERSON PN

(1)	Includes warrants exercisable as of September 14, 2008, expiring on September 14, 2013.

(2)	Assumes that there are 92,106,820 Shares of Common Stock outstanding.


CUSIP No. 85517P 10 1


1	NAME OF REPORTING PERSON Feehan Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3304306
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 4,580,646(1)
		8 SHARED VOTING POWER 14,259,972(1)
		9 SOLE DISPOSITIVE POWER 4,580,646(1)
		10 SHARED DISPOSITIVE POWER 14,259,972(1)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,259,972(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.48%(2)
14	TYPE OF REPORTING PERSON PN

(1)	Includes warrants exercisable as of September 14, 2008, expiring on September 14, 2013.

(2)	Assumes that there are 92,106,820 Shares of Common Stock outstanding.


CUSIP No. 85517P 10 1

Explanatory Note

Introduction

This Schedule 13D (this “Schedule”) is being filed by the Reporting Persons (as defined below) and relates to their beneficial ownership of Shares (each, a “Share,” collectively, the “Shares”) of common stock (the “Common Stock”) of Star Scientific, Inc., a Delaware corporation (the “Issuer” or the “Company”).

Previously, the Reporting Persons had reported their beneficial ownership under Schedule 13G, filed on January 22, 2008. The Reporting Persons’ obligation to report their beneficial ownership using Schedule 13D was triggered by the formation of the group comprised of the Reporting Persons.

Item 1.

Security and Issuer

This Schedule relates to the Shares of the Issuer. The address of the Issuer’s principal executive office is 16 South Market Street, Petersburg, VA

Item 2.

Identity and Background

(a) This Schedule is being filed by Tradewinds Master Fund (BVI) Ltd, a British Virgin Islands business company (the “Fund”), P.V. Partners, L.P., a California limited partnership, (“PVP”), Feehan Partners, L.P., a California limited partnership (“Feehan”), and Scott P. Peters, an individual (Mr. Peters). Each of the former persons or entities are referred to herein as a “Reporting Person” or collectively as “Reporting Persons.”

This Schedule relates to the Shares of Common Stock held by the Fund, Feehan, PVP, and by Mr. Peters in a Roth IRA and an Individual IRA. The holdings of the Reporting Persons include the exercise of warrants to purchase Common Stock in the Company.

The Fund is a business company organized in the British Virgin Islands. Robert W. Scannell (“Mr. Scannell”) is a director of the Fund and the General Partner of Feehan and has voting and investment power over each entity’s respective securities.

Tradewinds Investment Management, L.P., a Delaware limited partnership (“the “Manager”) is the investment manager of the Fund pursuant to an investment management agreement over which Messrs. Scannell and Peters exercise voting and investment authority and control. The Fund was formed in order to engage in the business of acquiring, holding and disposing of investments in various companies. The Manager was formed to oversee the investment program of the Fund, and any other funds that may be formed in the future. Principals of the Fund and the Manager may from time to time acquire, hold or dispose of Shares for investment purposes and engage in such other purposes as may be determined from time to time.

Mr. Peters is also a director of the Fund and the General Partner of PVP and has voting and investment power over each entity’s respective securities. Mr. Peters owns a Roth IRA and an Individual IRA and has voting and investment power over the securities held in them.

Mr. Peters disclaims beneficial ownership of and receives no pecuniary interest from the securities held by Feehan which are held for the benefit of Mr. Scannell, and Mr. Scannell disclaims beneficial ownership of and receives no pecuniary interest from the securities held by PVP or in the Roth IRA or Individual IRA which are held for the benefit of Mr. Peters.

(b) The business address of each of the foregoing Reporting Persons, including their general partners, is c/o Tradewinds Investment Management, L.P., Three Harbor Drive, Suite 213, Sausalito, CA 94965.

(c) Scott Peters and Robert Scannell are principals and controlling persons of the Manager. The Manager’s principal business consists of investment management.


CUSIP No. 85517P 10 1

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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) Messrs. Peters and Scannell are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration

As of May 15, 2007, the Reporting Persons had purchased 6,453,334 Shares, which were the subject of the Schedule 13G filed by Tradewinds Investment Management, L.P. on January 22, 2008.

On March 14, 2008, the Reporting Persons purchased an additional 3,870,969 Shares at $1.55 per Share. On March 14, 2008, they also acquired warrants, struck at $2.00, which became exercisable on September 14, 2008 for a further 3,870,969 Shares. The warrants expire on September 14, 2013.

In June 2008, Mr. Peters purchased Shares as follows: for his Roth IRA, 13,700 Shares at $1.60 per Share on June 16, 2008; 20,000 Shares at $1.66 per share on June 17, 2008; 7,000 Shares at $1.26 per Share on June 26, 2008 and 14,000 Shares at $1.27 per share on June 27, 2008. On June 27, 2008, Mr. Peters also purchased 10,000 Shares at $1.25 per Share for his Individual IRA.

The Shares were acquired for investment purposes through a combination of open market purchases and exercises of warrants as described above. The source of funds for all such purchases was the working capital or personal funds of each of the respective purchasing entities or persons.

Item 4.

Purpose of Transaction

The acquisition of the Shares described in Item 3 have been effected solely for the purpose of investment in the Issuer and to provide working capital funds for the Issuer. The Reporting Persons intend to continue to review their investment in Common Stock from time to time depending upon certain factors including, without limitation, the financial performance of the Issuer, the availability and price of Shares of Common Stock and other general market and investment conditions, may determine to acquire through open market purchases or otherwise additional Shares of Common Stock or may determine to sell through the open market or otherwise.

Additional Disclosure

The Shares reported herein were acquired solely for investment purposes. The Reporting Persons do not have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer in the ordinary course of their business, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. The Reporting Persons will continue to evaluate the business and prospects of the Issuer, and their present and future interest in, and intentions with respect to, the Issuer, and in connection therewith expect from time to time to consult with management and other stockholders of the Issuer.

Other than as described above, the Reporting Persons do not have any plans or proposals which would result in any of the following:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;


CUSIP No. 85517P 10 1

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j) Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)-(b) To the knowledge of the Reporting Persons, there were approximately 92,106,820 Shares outstanding as of September 14, 2008, based on information provided by the Issuer in its Form 10-Q filed on June 30, 2008. The Shares beneficially owned by the Reporting Persons as of September 14, 2008, as to which each of the Fund, PVP Feehan and Mr. Peters share voting and dispositive power, represent approximately 15.48% of the issued and outstanding Shares of Common Stock (including the warrants described in Item 3 above).

(c) Except as set forth above, during the last 60 days, no transactions in the Common Stock were effected by any Reporting Person, or to the best knowledge of any Reporting Person, any of the other persons set forth in Item 2.

(d) No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares of Common Stock owned by the Reporting Persons.

(e) Not Applicable.

Item 6.

Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Fund, Feehan, PVP, and Mr. Peters have agreed to acquire the Common Stock of the Issuer for investment purposes. Messrs. Peters and Scannell have control over the Fund, its Manager, and their investment management business. The Reporting Persons have further agreed to share information regarding the Issuer and join in decisions regarding voting and disposition of the Shares. They have acquired Shares and/or warrants in the Common Stock at approximately the same times and may acquire additional Shares and/or warrants at approximately the same time in the future, or, may dispose of Shares at approximately the same time in the future.

Except as described or referred to above, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder’s 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.


CUSIP No. 85517P 10 1

Item 7.

Material to Be Filed as Exhibits.

The following documents are filed as exhibits hereto:



24.1.		Power of Attorney of P.V. Partners, L.P. Appointing Designated Filer and Authorized Signer dated September 19, 2008.

24.2.		Power of Attorney of Feehan Partners, L.P. Appointing Designated Filer and Authorized Signer dated September 19, 2008.

24.3.		Power of Attorney of Tradewinds Master Fund (BVI) Ltd. Appointing Designated Filer and Authorized Signer dated September 19, 2008.

24.4.		Power of Attorney of Scott P. Peters Appointing Designated Filer and Authorized Signer dated September 19, 2008.


CUSIP No. 85517P 10 1

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.


Date: September 22, 2008	TRADEWINDS INVESTMENT MANAGEMENT, LP

	By:	/s/ Jay B. Gould
		Jay B. Gould Attorney-in-Fact

Date: September 22, 2008	P.V. PARTNERS, L.P.

	By:	/s/ Jay B. Gould
		Jay B. Gould Attorney-in-Fact

Date: September 22, 2008	FEEHAN PARTNERS, L.P.

	By:	/s/ Jay B. Gould
		Jay B. Gould Attorney-in-Fact

Date: September 22, 2008	SCOTT P. PETERS

	By:	/s/ Jay B. Gould
		Jay B. Gould Attorney-in-Fact

EXHIBIT INDEX

The following documents are filed as exhibits hereto:



24.1.		Power of Attorney of P.V. Partners, L.P. Appointing Designated Filer and Authorized Signer dated September 19, 2008.

24.2.		Power of Attorney of Feehan Partners, L.P. Appointing Designated Filer and Authorized Signer dated September 19, 2008.

24.3.		Power of Attorney of Tradewinds Master Fund (BVI) Ltd. Appointing Designated Filer and Authorized Signer dated September 19, 2008.

24.4.		Power of Attorney of Scott P. Peters Appointing Designated Filer and Authorized Signer dated September 19, 2008.

EX-24.1 2 dex241.htm POWER OF ATTORNEY OF P.V. PARTNERS, L.P. Power of Attorney of P.V. Partners, L.P.

Exhibit 24.1

P.V. PARTNERS, L.P.

Three Harbor Drive

Suite 213

Sausalito, CA 94965

POWER OF ATTORNEY

I represent P.V. Partners, L.P. (the “Partnership”) and hereby appoint Jay B. Gould of Pillsbury Winthrop Shaw Pittman LLP to act on behalf of the Partnership, its affiliates and persons directly or indirectly controlling, controlled by or under common control with the Partnership, for the purpose of signing and filing all documents with the U.S. Securities and Exchange Commission.

The Partnership has caused this Power of Attorney to be executed this 19^th day of September, 2008.

P.V. PARTNERS, L.P.

/s/ Scott P. Peters

Scott P. Peters

EX-24.2 3 dex242.htm POWER OF ATTORNEY OF FEEHAN PARTNERS, L.P. Power of Attorney of Feehan Partners, L.P.

Exhibit 24.2

FEEHAN PARTNERS, L.P.

Three Harbor Drive

Suite 213

Sausalito, CA 94965

POWER OF ATTORNEY

I represent Feehan Partners, L.P. (the “Partnership”) and hereby appoint Jay B. Gould of Pillsbury Winthrop Shaw Pittman LLP to act on behalf of the Partnership, its affiliates and persons directly or indirectly controlling, controlled by or under common control with the Partnership, for the purpose of signing and filing all documents with the U.S. Securities and Exchange Commission.

The Partnership has caused this Power of Attorney to be executed this 19^th day of September, 2008.

FEEHAN PARTNERS, L.P.

/s/ Robert W. Scannell

Robert W. Scannell

EX-24.3 4 dex243.htm POWER OF ATTORNEY OF TRADEWINDS MASTER FUND (BVI) LTD. Power of Attorney of Tradewinds Master Fund (BVI) Ltd.

Exhibit 24.3

TRADEWINDS MASTER FUND (BVI) LTD.

c/o Tradewinds Investment Management, LP

Three Harbor Drive

Suite 213

Sausalito, CA 94965

POWER OF ATTORNEY

I represent Tradewinds Master Fund (BVI) Ltd. (the “Company”) and hereby appoint Jay B. Gould of Pillsbury Winthrop Shaw Pittman LLP to act on behalf of the Company, its affiliates and persons directly or indirectly controlling, controlled by or under common control with the Company, for the purpose of signing and filing all documents with the U.S. Securities and Exchange Commission.

The Company has caused this Power of Attorney to be executed this 19^th day of September, 2008.

TRADEWINDS MASTER FUND (BVI) LTD.

/s/ Robert W. Scannell

Robert W. Scannell

EX-24.4 5 dex244.htm POWER OF ATTORNEY OF SCOTT P. PETERS Power of Attorney of Scott P. Peters

Exhibit 24.4

SCOTT P. PETERS

Three Harbor Drive

Suite 213

Sausalito, CA 94965

POWER OF ATTORNEY

I hereby appoint Jay B. Gould of Pillsbury Winthrop Shaw Pittman LLP to act on my behalf for the purpose of signing and filing all documents with the U.S. Securities and Exchange Commission.

The Partnership has caused this Power of Attorney to be executed this 19^th day of September, 2008.

/s/ Scott P. Peters

Scott P. Peters

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