-----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, TO46SNaToN2KYllcge1WrJcmha2AAMlNsw4DP+O7KmqWaHvGoQi0FvyEVgVkiafT mURhywO5ntX97hk9rjVNFw== 0000922423-03-000541.txt : 20030529 0000922423-03-000541.hdr.sgml : 20030529 20030529171656 ACCESSION NUMBER: 0000922423-03-000541 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030529 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONGO JOSEPH F CENTRAL INDEX KEY: 0001214258 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 444 THAMER POND ROAD CITY: WILTON STATE: CT ZIP: 06897 BUSINESS PHONE: 2037623945 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STARTECH ENVIRONMENTAL CORP CENTRAL INDEX KEY: 0000875762 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 841286576 STATE OF INCORPORATION: CO FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59065 FILM NUMBER: 03724069 BUSINESS ADDRESS: STREET 1: 15 OLD DANBURY ROAD STREET 2: SUITE 203 CITY: WILTON STATE: CT ZIP: 06897-2525 BUSINESS PHONE: 202-762-2499 MAIL ADDRESS: STREET 1: 79 OLD RIDGEFIELD RD CITY: WILTON STATE: CT ZIP: 06897 FORMER COMPANY: FORMER CONFORMED NAME: KAPALUA ACQUISITIONS INC DATE OF NAME CHANGE: 19941223 SC 13D/A 1 kl05053_sc13d-a.txt SC 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 STARTECH ENVIRONMENTAL CORPORATION --------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value --------------------------------------------------------------------- (Title of Class of Securities) 25457C 20 7 --------------------------------------------------------------------- (CUSIP Number) Joseph F. Longo 444 Thayer Pond Road Wilton, CT 06897 (203) 762-3945 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With copies to: Scott S. Rosenblum, Esq. Kramer Levin Naftalis & Frankel LLP 919 Third Avenue New York, NY 10022-3852 (212) 715-9100 May 29, 2003 --------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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 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). Page 1 of 5 Pages - ------------------------------------------------------------------------------- CUSIP No. 855906103 SCHEDULE 13D Page 2 of 5 Pages - ------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph F. Longo - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (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 United States of America - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 2,041,898 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,041,898 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,041,898 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.03% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- Page 2 of 5 Pages Introduction This Amendment No. 1 (this "Amendment") relates to the Schedule 13D (the "Schedule 13D") originally filed with the Securities and Exchange Commission on January 27, 2003 by Joseph F. Longo (the "Reporting Person") in connection with the Reporting Person's ownership of shares of common stock, no par value (the "Common Stock"), of Startech Environmental Corporation (the "Issuer"). The text of Items 4, 5 and 7 and the Exhibit Index of the Schedule 13D are hereby amended and supplemented as follows. Capitalized terms used in this Amendment but not otherwise defined herein have the meanings given to them in the Schedule 13D. Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Item 4(d). Purpose of Transaction. The Reporting Person is a director and the Issuer's largest shareholder. As a result of recent developments, the Reporting Person believes that it is in the best interests of the Issuer and its shareholders to call a special meeting of shareholders (the "Special Meeting") for the purpose of removing all incumbent members of the Board of Directors, other than the Reporting Person (the "Incumbent Directors"), fixing the size of the Board at five, and filling the four vacancies resulting from the removal of the Incumbent Directors with four individuals (the "New Directors") nominated by the Reporting Person (the "Proposals"). Accordingly, the Reporting Person has sent a letter to the Issuer demanding that the Issuer give notice of the date, time, place and purposes of the Special Meeting to the shareholders of record and entitled to vote at the Special Meeting. The Reporting Person intends to solicit proxies in support of the Proposals, in accordance with applicable law and the rules of the Securities and Exchange Commission. The Reporting Person believes that, among other things, the Issuer is currently facing an imminent liquidity crisis, as well as the prospect of being delisted from the Nasdaq SmallCap Market for failure to meet the minimum shareholders' equity continued listing requirement of $2.5 million. The four persons being nominated as directors by the Reporting Person include two individuals associated with a third party investment group (the "Investor") which the Reporting Person understands has been in discussions with the Issuer regarding a transaction which would have provided the Issuer with significant additional equity capital. The Reporting Person believes that the Investor would be willing to make a significant equity investment in the Issuer on substantially the terms previously discussed with the Issuer, which included certain requirements regarding board representation that the Reporting Person understands were rejected by the Issuer's executive officers. However, at present, there can be no assurance as to whether, or on what terms, any such investment would be completed. Any such investment would be subject to, among other things, negotiation of definitive documentation and the approval by the Board (excluding any directors associated with the Investor). Except as set forth above, the Reporting Person does not have any plans or proposals that relate to or would result in the matters listed in subsections (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a), (b) As of the date of this Amendment, the Reporting Person beneficially owns 2,041,898 shares of Common Stock, representing, in the aggregate, approximately 18.03% of the outstanding shares of Common Stock (based on 11,323,202 shares outstanding as of February 7, 2003, based on information publicly disclosed by the Issuer in its definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on February 14, 2003). (c) On March 7, 2003, the Reporting Person transferred 25,000 shares of Common Stock owned by the Reporting Person to Florence E. Desensis, CRUT, at $1.00 per share. Page 3 of 5 Pages (d) Not applicable. (e) Not applicable. Item 7. Material to be Filed as Exhibits. The following documents are filed as exhibits hereto or are incorporated herein by reference: Exhibit Title ------- ----- 99.1 Letter dated May 29, 2003 from the Reporting Person to the Issuer (calling the Special Meeting). 99.2 Letter dated May 29, 2003 from the Reporting Person to the Issuer (demanding a record of the shareholders). Page 4 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to the undersigned is true, complete and correct. Dated: May 29, 2003 /s/ Joseph F. Longo --------------------------- Joseph F. Longo Page 5 of 5 Pages EX-99 3 kl05053_ex99-1.txt EXHIBIT 99.1 LETTER Exhibit 99.1 JOSEPH F. LONGO 444 Thayer Pond Road Wilton, CT 06897 May 29, 2003 VIA FACSIMILE, FEDERAL EXPRESS AND CERTIFIED MAIL/RETURN RECEIPT Startech Environmental Corporation 15 Old Danbury Road, Suite 203 Wilton, CT 06897-2525 Re: Calling of a Special Meeting of Shareholders -------------------------------------------- Gentlemen: In accordance with ss.7-107-102(1)(a) of the Colorado Business Corporations Act (the "Act") and Section 3.4 of the Bylaws of Startech Environmental Corporation (the "Company"), the undersigned hereby calls a special meeting of shareholders of the Company (the "Special Meeting") for 3:00 p.m. (Eastern Daylight Time) on Wednesday, July 16, 2003, to be held at the principal executive offices of the Company, as required by ss.7-107-102(3) of the Act and Section 3.2 of the Bylaws. The undersigned is the holder of not less than one-tenth of all the shares entitled to vote at the Special Meeting. The purposes of the Special Meeting are as follows: 1. Proposal One. To remove from the Board of Directors of the Company all persons other than Joseph F. Longo. 2. Proposal Two. If Proposal One is adopted, to fix the number of directors at five. 3. Proposal Three. If Proposal One is adopted, but regardless of whether Proposal Two is adpoted, to fill the vacancies on the Board of Directors with Peter H. Shipman, Henry G. Ciocca, Douglas R. Ballew and Kenneth J. Slepicka. Pursuant to ss.7-107-105(1) of the Act and Section 3.5 of the Bylaws, the undersigned hereby directs the Company to immediately give notice of the date, time, place and purposes of the Special Meeting (as set forth above) to the Company's shareholders of record and entitled to vote, pursuant to applicable law. In addition, pursuant to ss.7-116-102 of the Act, the undersigned hereby demands that the Company provide the undersigned with a copy of the list of the shareholders of record used by the Company to give notice of the Special Meeting. Sincerely, Joseph F. Longo cc: The Board of Directors of the Company EX-99 4 kl05053_ex99-2.txt EXHIBIT 99.2 LETTER Exhibit 99.2 JOSEPH F. LONGO 444 Thayer Pond Road Wilton, CT 06897 May 29, 2003 VIA FACSIMILE, FEDERAL EXPRESS AND CERTIFIED MAIL/RETURN RECEIPT Startech Environmental Corporation 15 Old Danbury Road Suite 203 Wilton, CT 06897-2525 Re: Request for a Shareholder List ------------------------------ Gentlemen: In accordance with ss.7-116-102 of the Colorado Business Corporations Act (the "Act"), this letter shall serve as a formal demand by the undersigned for the right to inspect and copy, during regular business hours on Thursday, June 5, 2003 (the "Inspection Date"), the record of shareholders of Startech Environmental Corporation (the "Company") (including the record in possession of the Company's transfer agent) as of the most recent practicable date no earlier than the date of this letter. In particular, the undersigned desires to inspect and to have copied the following documents and records of the Company: (1) A complete record or list of the Company's shareholders, including, but not limited to, a record or list certified by the Company's transfer agent, setting forth the name and address of each shareholder and the number of shares of common stock, and any shares of preferred stock entitled to vote (together with the common stock, the "Company Shares") registered in the name of each such shareholder as of the most recent practicable date no earlier than the date of this letter. (2) A magnetic computer tape or disc list of the holders of the Company Shares, as of the most recent practicable date, showing the name, address, and number of Company Shares stock held by each shareholder, such computer processing date and instructions as are necessary to make use of such magnetic computer tape or disc, and a printout of such magnetic tape or disc for verification purposes. (3) On a daily basis, transfer sheets showing changes in the records and list of the Company's shareholders referred to above which are in or come into possession of the Company or its transfer agent(s) or registrar(s) from the date hereof through the date of the special meeting of shareholders of the Company, called by the undersigned for Wednesday, July 16, 2003, or any adjournments thereof (the "Special Meeting"). (4) All information in or which comes into the Company's possession or control, or which can reasonably be obtained from nominees of any central certificate depository system, concerning the number and identity of the actual beneficial owners of the Company Shares including an alphabetical breakdown of any holdings in the respective names of CEDE & Co. or similar nominees and any respondent bank listings obtained pursuant to the requirements of Rule 14b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a list or lists containing the name, address, and number of shares of Company Shares attributable to participants in any employee stock ownership, incentive, profit sharing, savings, retirement, stock option, stock purchase, restricted stock or other comparable plan of the Company in which the voting of shares held by such plan is made, directly or indirectly, individually or collectively, by participants in the plan. (5) All NOBO and COBO lists, tapes, discs or other data in or which comes into the Company's possession or control, or which can be obtained upon the Company's request under federal securities law pursuant to Rule 14b-1 and 14b-2 under the Exchange Act from those brokers, banks, and other institutions that hold Company Shares in record-only form on behalf of beneficial owners, including the names, addresses, and stock holdings of all NOBOs or COBOs beneficial owners of the Company Shares. (6) Any and all omnibus proxies and correspondent participant listings with respect to all nominees and respondent banks as of the Inspection Date and continuing through the date of the Special Meeting. (7) A "stop transfer" list or stop list relating to any of the Company Shares. (8) All additions, changes and corrections to any of the information requested pursuant to the above paragraphs from the date hereof until the undersigned requests termination of the transmission of such materials. The purpose of this demand is to allow me to communicate with other shareholders of the Company on matters relating to their interests as shareholders. As permitted by ss.7-116-103(2) of the Act, I am exercising my right to receive copies of the aforementioned material, including photocopies of documents and copies of a magnetic computer tape or disc on the Inspection Date and agree to be responsible for the reasonable cost of labor and materials for copies of the aforementioned materials, such costs not to exceed the estimated cost of reproduction of such materials. The undersigned hereby designates Kramer Levin Naftalis & Frankel LLP and each of its respective employees and other persons designated by any of them, acting together, singly or in any combination, in addition to the undersigned, to conduct the requested inspection and copying of such materials. Please advise Joshua E. Davis of Kramer Levin Naftalis & Frankel LLP (Tel: 212-715-7787) as to the time and place on the Inspection Date that the requested materials will be made available in accordance with this request. Sincerely, Joseph F. Longo cc: The Board of Directors of the Company -----END PRIVACY-ENHANCED MESSAGE-----