-----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, MG8O3xHcRTkNwvFfkkmR9bIBJ4WHFuYuEUrKL2CBP37bMvSoPHDsYdKUNHrz78E5 ge3/UoaBOXLpJM3nF88Lcw== 0000922423-03-000702.txt : 20030627 0000922423-03-000702.hdr.sgml : 20030627 20030627172211 ACCESSION NUMBER: 0000922423-03-000702 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030627 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: 03762212 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 kl06071_13d-a.txt SCHEDULE 13D AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 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 June 23, 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 BENEFICIALLY 2,041,898 OWNED BY ----------------------------------------------------- EACH REPORTING 8 SHARED VOTING POWER PERSON ---------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 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) 17.68% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Page 2 of 5 Pages Introduction This Amendment No. 2 (this "Amendment") relates to the Schedule 13D (the "Schedule 13D") originally filed with the Securities and Exchange Commission (the "SEC") on January 27, 2003, as amended on May 29, 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 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, as amended. 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. On May 29, 2003, the Reporting Person sent the Issuer a letter in which he called a special meeting of shareholders of the Issuer for July 16, 2003 (the "Special Meeting") and demanded that the Issuer immediately send a notice of the Special Meeting to the shareholders informing them of the date, time, place and purposes of the Special Meeting. The purposes of the Special Meeting, as set forth in the Preliminary Proxy Statement on Schedule 14A, as filed with the SEC on June 12, 2003 (the "PRE14A"), are to remove and replace all incumbent members of the Board of Directors, other than the Reporting Person (the "Incumbent Directors"), fix the size of the Board at five, and fill the four vacancies resulting from the removal of the Incumbent Directors with four individuals (the "New Directors") nominated by the Reporting Person (the "Proposals"), as set forth in the PRE14A. Soon after the filing of the Schedule 13D, management of the Issuer contacted the Reporting Person in an attempt to work out a settlement without the need for the holding of the Special Meeting. As of the date of the filing of this Amendment, no notice of the Special Meeting has been provided to the shareholders of the Issuer and no definitive settlement has been reached. However, the Reporting Person and the Incumbent Directors have been working towards a settlement in which, among other things, a third party investor group would make an equity investment in the securities of the Issuer of up to $3 million in various tranches and the Board of Directors of the Issuer would be reconfigured as proposed in the PRE14A. As part of this process, the Incumbent Directors requested that the New Directors provide the Incumbent Directors with an understanding as to the manner in which the three senior executive officers of the Issuer who are subject to employment agreements would be treated in the event a transaction were to be consummated. In response to this request, the New Directors informed the Incumbent Directors that they envisioned the following roles of each such senior executive officer of the Issuer: o Joseph Klimek. The New Directors envision that Mr. Klimek, a director and the Chief Executive Officer and President of the Issuer, would be retained in an advisory or consultative role with the Issuer in which he would be expected to contribute in the functional areas that require immediate focus - sales and revenue generation - for an initial trial period of six months. The New Directors also envision that Mr. Klimek would be asked to recommend strategies and initiatives for developing business across a variety of customer segments, both internationally and domestically. o Kevin Black. The New Directors envision that Mr. Black, a director and the Senior Vice President, General Counsel and Secretary of the Issuer, would be retained in an advisory or consultative role with the Issuer in which he would assist the New Directors in the transition period to ensure that the New Directors are provided with any and all information about the Issuer and its business that is known by Mr. Black. The New Directors envision that Mr. Black's role with the Issuer would terminate on or before December 31, 2003. Page 3 of 5 Pages o Robert DeRochie. The New Directors envision that Mr. DeRochie, the Chief Financial Officer of the Issuer, who is presently subject to an employment agreement with the Issuer that expires on November 1, 2003, would be retained by the Issuer until his employment agreement expires and that Mr. DeRochie would not be retained as a part of management thereafter. Except as set forth above or in the Schedule 13D, 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 17.68% of the outstanding shares of Common Stock (based on 11,544,454 shares outstanding as of June 12, 2003, based on information publicly disclosed by the Issuer in its quarterly report on Form 10-Q for the quarter ended April 30, 2003, as filed with the SEC on June 20, 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. (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 ------- ----- 99.3 Preliminary Proxy Statement (incorporated by reference to the Schedule 14A filed by the Reporting Person with the Securities and Exchange Commission on June 12, 2001). 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: June 25, 2003 /s/ Joseph F. Longo ------------------------------ Joseph F. Longo Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----