-----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, B8a5Mnxo045IrFBmhzssvcItR0Iy2rESdmG/1QI+BQL7P+BSjwoAn8gYnA4LdGWz hUjgCuAJE888Gt7ViWnC/A== 0000922423-03-000832.txt : 20030725 0000922423-03-000832.hdr.sgml : 20030725 20030725152803 ACCESSION NUMBER: 0000922423-03-000832 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030725 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: 03803559 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 kl07054_sc13d-a.txt SCHEDULE 13D AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 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) 855906103 --------------------------------------------------------------------- (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 July 18, 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 4 Pages - -------------------------------------------------------------------------------- CUSIP No. 855906103 SCHEDULE 13D Page 2 of 4 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 8 SHARED VOTING POWER OWNED BY 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) 13.11% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Page 2 of 4 Pages Introduction This Amendment No. 3 (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 and June 23, 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 and 5 of the Schedule 13D, as amended, 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. Purpose of Transaction. As previously disclosed by the Reporting Person and for the reasons described in the Schedule 14A filed by the Reporting Person with the SEC on June 12, 2003, on May 29, 2003, the Reporting Person called a special meeting of shareholders of the Issuer for July 16, 2003 (the "Special Meeting") 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"). After numerous discussions and deliberations internally between the members of the Board of Directors and between the Board of Directors and Northshore Asset Management, LLC, a Delaware limited liability company and investment management group ("Northshore"), at a meeting of the Board of Directors of the Company duly called and held on July 18, 2003, the Incumbent Directors elected to resign from the Board of Directors upon confirmation that Northshore wired $1.6 million to the Issuer pursuant to the terms of a Stock Purchase and Registration Rights Agreement dated as of June 18, 2003 (the "Purchase Agreement"). Pursuant to the Purchase Agreement, it was a condition precedent to Northshore's investment that each of the Incumbent Directors resign from the Board. At the closing of the Purchase Agreement on July 18, 2003, Northshore purchased 2,133,333 shares of Common Stock in exchange for $1.6 million and each of the Incumbent Directors submitted written resignations from the Board of Directors (and each committee of the Board of Directors), leaving the Reporting Person as the sole director of the Company until the New Directors are duly appointed by the Reporting Person, as the sole director of the Issuer. In addition, the Reporting Person appointed himself as Chief Operating Officer. As a result of the foregoing, the Reporting Person has ceased all efforts to hold the Special Meeting. 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 13.11% of the outstanding shares of Common Stock (based on 11,567,356 shares outstanding as indicated in the Purchase Agreement plus the shares purchased by Northshore under the Purchase Agreement). (c), (d) and (e) Not applicable. Page 3 of 4 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: July 25, 2003 /s/ Joseph F. Longo -------------------------------- Joseph F. Longo Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----