-----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, HYJ6e0DSAfhQX4sSzUNVEahOMSdpNQEGpOCy8WS7JwZPh3OI+FvUuI8NvVi51sq2 5iLCyEEmSmvQ5Kuk8RGxKA== 0000950123-06-000097.txt : 20060105 0000950123-06-000097.hdr.sgml : 20060105 20060105144511 ACCESSION NUMBER: 0000950123-06-000097 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060105 DATE AS OF CHANGE: 20060105 GROUP MEMBERS: ASTOR FUND, LLC GROUP MEMBERS: JOHN P. BURKE: RECEIVER OF CIRCLE TRUST COMPANY GROUP MEMBERS: NORTHSHORE ASSET MANAGEMENT, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Steinberg Arthur Jay CENTRAL INDEX KEY: 0001344169 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 212-836-8564 MAIL ADDRESS: STREET 1: KAYE SCHOLER LLP STREET 2: 425 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 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: 1004 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59065 FILM NUMBER: 06512076 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 y13196a5sc13dza.txt AMENDMENT #5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* STARTECH ENVIRONMENTAL CORPORATION (NAME OF ISSUER) Common Stock, no par value (TITLE OF CLASS OF SECURITIES) 855906103 (CUSIP NUMBER) Arthur J. Steinberg, Esq., Not individually but solely in his capacity as Receiver of Northshore Asset Management, LLC and Related Entities, c/o Kaye Scholer LLP 425 Park Avenue New York, NY 10022 (212) 836-8564 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) January 4, 2006 (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). (Continued on following pages) Page 1 of 13 Pages CUSIP NO. 855906103 SCHEDULE 13D PAGE 2 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: Northshore Asset Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS * OO - Investment Funds - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [X] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ---------------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING 3,939,135 (1) PERSON WITH ---------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,939,135 (1) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,939,135 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * OO (Limited Liability Company) - -------------------------------------------------------------------------------- (1) See Item 5 herein. * SEE INSTRUCTIONS Page 2 of 13 Pages CUSIP NO. 855906103 SCHEDULE 13D PAGE 3 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: Astor Fund, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS * OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ---------------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING 3,558,347 (2) PERSON WITH --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,558,347 (2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,558,347 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * OO (Limited Liability Company) - -------------------------------------------------------------------------------- (2) See Item 5 herein. * SEE INSTRUCTIONS Page 3 of 13 Pages CUSIP NO. 855906103 SCHEDULE 13D PAGE 4 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: Arthur J. Steinberg, not individually but solely in his capacity as Receiver of Northshore Asset Management, LLC and Related Entities I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS * OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING 3,939,135 (3) PERSON WITH --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,939,135 (3) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,939,135 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * OO (Receiver) - -------------------------------------------------------------------------------- (3) See Item 5 herein. * SEE INSTRUCTIONS Page 4 of 13 Pages CUSIP NO. 855906103 SCHEDULE 13D PAGE 5 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: Connecticut Banking Commissioner John P. Burke, not individually but solely in his capacity as Receiver of Circle Trust Company I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS * OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,000,000 (4) BENEFICIALLY --------------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,806,391 (4) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,806,391 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * OO (Receiver) - -------------------------------------------------------------------------------- (4) See Item 5 herein. * SEE INSTRUCTIONS Page 5 of 13 Pages ITEM 1. SECURITY AND ISSUER This Amendment No. 5 to Schedule 13D relates to shares of common stock, no par value (the "Common Stock"), of Startech Environmental Corporation, a Colorado corporation (the "Issuer"). This Amendment No. 5 amends the initial statement on Schedule 13D, filed with the Securities and Exchange Commission (the "Commission") on July 28, 2003, as previously amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 filed with the Commission on July 28, 2004, September 8, 2004, April 8, 2005 and October 5, 2005, respectively (the Schedule 13D as previously amended is herein referred to as the "Schedule 13D"). The address of the principal executive offices of the Issuer is 15 Old Danbury Road, Suite 203, Wilton, CT, 06897. On February 16, 2005, Mr. Arthur J. Steinberg was appointed temporary receiver of Northshore Asset Management, LLC ("Northshore"), Saldutti Capital Management, L.P. ("SCM"), Ardent Research Partners, L.P. ("Ardent Domestic") and Ardent Research Partners, Ltd. ("Ardent Offshore") pursuant to an order of the United States District Court for the Southern District of New York (the "District Court"), dated February 16, 2005, in connection with the Securities and Exchange Commission v. Northshore, SCM, Ardent Domestic, Ardent Offshore, Kevin Kelley, Robert Wildeman, and Glenn Sherman (the "Order"). Pursuant to an oral order entered on February 25, 2005, the District Court named Mr. Arthur J. Steinberg the permanent receiver (the "Northshore Receiver"). Pursuant to a written order entered on September 9, 2005, the District Court converted the temporary restraining order in the Order into a preliminary injunction. The Northshore Receiver has filed the Schedule 13D and this Amendment No. 5 solely in his capacity as Receiver of Northshore and related entities and not in his individual capacity. The information contained in Amendment No. 3, Amendment No. 4 and this Amendment No. 5 to the Schedule 13D regarding the shares of Common Stock beneficially owned by the Northshore Receiver, Astor (as defined in Item 5(a)) and Northshore and related entities is primarily based upon a review of certain brokerage account statements and account information delivered prior to the date hereof to the Northshore Receiver by certain brokers for Northshore and related entities. The Northshore Receiver and the Circle Receiver (as defined below) expressly disclaim knowledge as to the completeness and the accuracy of the information contained in Amendment No 3, Amendment No. 4 and Amendment No. 5 to the Schedule 13D. The filing of Amendment No 3, Amendment No. 4 and Amendment No. 5 to the Schedule 13D (or any amendment hereto) shall not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by the Schedule 13D, as amended. The Circle Receiver specifically disclaims any knowledge as to matters not specifically pertaining to the Circle Receiver contained herein. "Reporting Persons" means, as of the date of this Amendment No. 5, the Northshore Receiver, the Circle Receiver, Northshore and Astor. The Northshore Receiver is in the process of confirming and verifying the facts and circumstances stated in the Schedule 13D and this Amendment No. 5, and therefore, all statements made herein are made based upon the Northshore Receiver's current information and belief and subject to confirmation, correction, change and future amendment. ITEM 2. IDENTITY AND BACKGROUND Page 6 of 13 Pages Item 2 of the Schedule 13D is amended by adding the following to the end thereof: "This Schedule 13D is also being filed on behalf of the Connecticut Banking Commissioner John P. Burke, not individually but solely in his capacity as Receiver of Circle Trust Company (the "Circle Receiver"). On September 30, 2005, pursuant to the provisions of Chapter 664c of the Connecticut General Statutes, the Superior Court for the Judicial District of Hartford, Connecticut (the "Connecticut Court") appointed the Circle Receiver as Receiver of Circle Trust Company. The Circle Receiver's business address is c/o State of Connecticut Department of Banking, 260 Constitution Plaza, Hartford, Connecticut 06103-1800, and his principal occupation is Connecticut Banking Commissioner at the State of Connecticut Department of Banking at the foregoing address. The Circle Receiver is a citizen of the United States. During the last five years, the Circle Receiver has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in the Circle Receiver becoming 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. The Circle Receiver has filed this Amendment No. 5 to Schedule 13D solely in his capacity as Receiver of Circle Trust Company and not in his individual capacity." ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is amended by adding the following to the end thereof: "See Item 4." ITEM 4. PURPOSE OF TRANSACTION The last two paragraphs of Item 4 of the Schedule 13D are amended and restated as follows: "On September 30, 2005, pursuant to the provisions of Chapter 664c of the Connecticut General Statutes, the Connecticut Court appointed the Circle Receiver as Receiver of Circle Trust Company. Consequently, at that time, Northshore, NSCT, LLC, an affiliate of Northshore ("NSCT"), and the Northshore Receiver were no longer beneficial owners, as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver. On January 4, 2006, the Northshore Receiver and the Circle Receiver entered into a Co-Sale Agreement pursuant to which they reached certain agreements with respect to the disposition of certain shares of Common Stock that may be deemed to be beneficially owned by them (the "Co-Sale Agreement"). A copy of the Co-Sale Agreement is attached to this Schedule 13D as Exhibit 2 and is incorporated herein in its Page 7 of 13 Pages entirety by this reference. As a result of the entry into the Co-Sale Agreement, the Northshore Receiver and the Circle Receiver may be deemed to be a group under Rule 13d-5 promulgated under the Exchange Act, and as a result may be deemed to share beneficial ownership of 4,806,391 shares of Common Stock. The Northshore Receiver and the Circle Receiver entered into the Co-Sale Agreement in the context of a disagreement between them concerning the rightful ownership of 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver. The Northshore Receiver and the Circle Receiver each believe that they have certain claims, rights and remedies with respect to such 1,000,000 shares of Common Stock. Notwithstanding anything to the contrary contained herein or in the Co-Sale Agreement, neither the Northshore Receiver nor the Circle Receiver waives any such claims, rights and remedies and each reserves the right to exercise the same. The Northshore Receiver engages from time to time in negotiations with third parties relating to the sale of some or all of the shares of Common Stock that the Northshore Receiver holds (including those that may be deemed to be beneficially owned by the Circle Receiver) and may continue to do so in the future. The Northshore Receiver recently discovered that Ardent Domestic holds warrants (the "Warrants") to purchase 132,744 shares of Common Stock (the "Warrant Shares") pursuant to a warrant agreement dated February 20, 2004 (the "Warrant Agreement"). A copy of the Warrant Agreement is attached to this Schedule 13D as Exhibit 3 and is incorporated herein in its entirety by this reference. Pursuant to the Warrant Agreement, the Warrants are currently exercisable and expire on February 20, 2007. The exercise prices of the Warrants range from $4.89 to $6.89. The Warrant Shares are included in the number of shares of Common Stock beneficially owned by Northshore and the Northshore Receiver as reported in this Amendment No. 5 to Schedule 13D. In appropriate circumstances, the Northshore Receiver may exercise the Warrants if they have not already been exercised. The Northshore Receiver is currently in the process of confirming whether the Warrants have been exercised and, accordingly, all statements made herein regarding the Warrants and the Warrant Shares are made based on the Northshore Receiver's current information and belief and subject to confirmation, correction, change and future amendment. Except to the extent that the matters discussed in this Schedule 13D may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. The Reporting Persons reserve the right to change their intentions with respect to all matters referred to in this Item 4." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Schedule 13D is amended by adding the following to the end thereof: "The following information is current as of the date of Amendment No. 5 to this Schedule 13D. a. All percentage of outstanding shares of Common Stock figures set forth herein are based on 23,077,136 shares of Common Stock outstanding as of September 15, 2005, according to the Issuer's most recent Quarterly Report on Form 10-Q filed on September 19, 2005. Northshore may be deemed to beneficially own 3,939,135 shares of Common Stock, which constitute approximately 17.0% of the outstanding shares of Common Stock due to the following: (i) 3,558,347 shares of Common Stock held by Northshore for the account of Astor Fund, LLC, a Delaware limited liability company managed by Northshore ("Astor") and (ii) 380,788 shares of Common Stock (including 132,744 shares of Common Stock issuable upon the exercise of the Warrants) held by Ardent Domestic and Ardent Offshore, investment funds that are managed by SCM, which is owned by Northshore. Page 8 of 13 Pages Astor may be deemed to beneficially own 3,558,347 shares of Common Stock held for its account by Northshore, which constitute approximately 15.4% of the outstanding shares of Common Stock. Based on the powers and authority granted to the Northshore Receiver by orders of the District Court, the Northshore Receiver may be deemed to beneficially own 4,939,135 shares of Common Stock, which constitute approximately 21.3% of the outstanding shares of Common Stock due to the following: (i) 3,558,347 shares of Common Stock held by Northshore for the account of Astor, (ii) 380,788 shares of Common Stock (including 132,744 shares of Common Stock issuable upon the exercise of the Warrants) held by Ardent Domestic and Ardent Offshore, investment funds that are managed by SCM, which is owned by Northshore and (iii) by virtue of the Co-Sale Agreement discussed in Item 4, 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver. Based on the powers and authority granted to the Circle Receiver by order of the Connecticut Court, the Circle Receiver may be deemed to beneficially own 4,806,391 shares of Common Stock which constitute approximately 20.8% of the outstanding shares of Common Stock due to the following: (i) 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver and (ii) by virtue of the Co-Sale Agreement discussed in Item 4, 3,806,391 shares of Common Stock that may be deemed to be beneficially owned by the Northshore Receiver. See Items 2 and 4. b. Northshore may be deemed to have shared power to direct the voting and disposition of an aggregate of 3,939,135 shares of Common Stock as follows: (i) Northshore may be deemed to have shared power with Astor and the Northshore Receiver to direct the voting and disposition of 3,558,347 shares of Common Stock held by Northshore for the account of Astor and (ii) Northshore may be deemed to have shared power with Ardent Domestic and Ardent Offshore, as applicable, and the Northshore Receiver to direct the voting and disposition of 380,788 shares of Common Stock (including 132,744 shares of Common Stock issuable upon the exercise of the Warrants) held by Ardent Domestic and Ardent Offshore. In addition, by virtue of the Co-Sale Agreement discussed in Item 4, Northshore may be deemed to have shared power with the Circle Receiver to direct the disposition (but not the voting) of 3,806,391 shares of Common Stock. Astor may be deemed to have shared power with Northshore and the Northshore Receiver to direct the voting and disposition of 3,558,347 shares of Common Stock held for its account by Northshore. In addition, by virtue of the Co-Sale Agreement discussed in Item 4, Astor may be deemed to have shared power with the Circle Receiver to direct the disposition (but not the voting) of such 3,558,347 shares of Common Stock. The Northshore Receiver may be deemed to have shared power to direct the voting and disposition of 3,939,135 shares of Common Stock beneficially owned in the aggregate by Page 9 of 13 Pages Northshore, Astor, Ardent Domestic and Ardent Offshore, and those entities may be deemed to have shared power with the Northshore Receiver to direct the voting and disposition of the shares of Common Stock beneficially owned by them, respectively. In addition, by virtue of the Co-Sale Agreement discussed in Item 4, the Northshore Receiver may be deemed to have shared power with the Circle Receiver to direct the disposition (but not the voting) of an additional 1,000,000 shares of Common Stock of which the Circle Receiver may be deemed to have beneficial ownership. The Circle Receiver may be deemed to have sole power to direct the voting of 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver. The Circle Receiver may be deemed to have shared power to direct the disposition of 4,806,391 shares of Common Stock as follows: by virtue of the Co-Sale Agreement discussed in Item 4, (i) the Circle Receiver may be deemed to have shared power with the Northshore Receiver to direct the disposition of 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver and (ii) the Circle Receiver may be deemed to have shared power to direct the disposition of 3,806,391 shares of Common Stock beneficially owned in the aggregate by the Northshore Receiver (3,806,391 shares), Northshore (3,806,391 shares), Astor (3,558,347 shares), Ardent Domestic and Ardent Offshore (collectively 248,044 shares (excluding 132,744 shares of Common Stock issuable upon exercise of the Warrants)), and those entities may be deemed to have shared power with the Circle Receiver to direct the disposition of such shares of Common Stock beneficially owned by them, respectively. See Item 2. c. See Item 4. d. NSCT claims the right to certain proceeds from the sale of 1,000,000 shares of Common Stock, which claim the Circle Receiver disputes. e. Not applicable." ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is amended by adding the following to the end thereof: "See Item 4." ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Schedule 13D is amended by adding the following to the end thereof: "The following additional documents are filed as exhibits to this Schedule 13D: 1. Joint Filing Agreement Page 10 of 13 Pages 2. Co-Sale Agreement dated January 4, 2006 between the Northshore Receiver and the Circle Receiver 3. Warrant Agreement dated February 20, 2004" Page 11 of 13 Pages 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. January 4, 2006 /s/ Arthur J. Steinberg --------------------------------- ARTHUR J. STEINBERG, not individually but solely in his capacity as Receiver of Northshore Asset Management, LLC and related entities ARTHUR J. STEINBERG, as Receiver of Northshore Asset Management, LLC, and such of its affiliates and subsidiaries to the extent contemplated by the Court orders entered in the case pending in the United States District Court for the Southern District of New York By: /s/ Arthur J. Steinberg ---------------------------- Name: Arthur J. Steinberg Title: Receiver /s/ John P. Burke --------------------------------- CONNECTICUT BANKING COMMISSIONER John P. Burke, not individually but solely in his capacity as Receiver of Circle Trust Company Page 12 of 13 Pages Exhibits 1. Joint Filing Agreement 2. Co-Sale Agreement dated January 4, 2006 between the Northshore Receiver and the Circle Receiver 3. Warrant Agreement dated February 20, 2004 Page 13 of 13 Pages EX-99.1 2 y13196a5exv99w1.txt EX-99.1: JOINT FILING AGREEMENT EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of Startech Environmental Corporation or any subsequent acquisitions or dispositions of equity securities of Startech Environmental Corporation by any of the undersigned. Dated: January 4, 2006 /s/ Arthur J. Steinberg --------------------------------- ARTHUR J. STEINBERG, not individually but solely in his capacity as Receiver of Northshore Asset Management, LLC and related entities ARTHUR J. STEINBERG, as Receiver of Northshore Asset Management, LLC, and such of its affiliates and subsidiaries to the extent contemplated by the Court orders entered in the case pending in the United States District Court for the Southern District of New York By: /s/ Arthur J. Steinberg --------------------------- Name: Arthur J. Steinberg Title: Receiver /s/ John P. Burke --------------------------------- CONNECTICUT BANKING COMMISSIONER John P. Burke, not individually but solely in his capacity as Receiver of Circle Trust Company EX-99.2 3 y13196a5exv99w2.txt EX-99.2: CO-SALE AGREEMENT EXHIBIT 2 CO-SALE AGREEMENT ("Agreement"), dated as of January 4, 2006, among Arthur J. Steinberg, not individually but solely in his capacity as receiver (the "Northshore Receiver") of Northshore Asset Management, LLC, a Delaware limited liability company ("Northshore") and certain related entities, including NSCT, LLC, and the Connecticut Banking Commissioner John P. Burke, not individually but solely in his capacity as receiver (the "Circle Receiver") of Circle Trust Company, a Connecticut state chartered trust bank ("Circle"). WHEREAS, each of the Northshore Receiver and the Circle Receiver purport to beneficially own (as determined pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) certain shares of common stock, no par value, of Startech Environmental Corporation ("Startech Shares"). WHEREAS, the Northshore Receiver has asserted that the Northshore Receiver is entitled to the Startech Shares purported by the Circle Receiver to be beneficially owned thereby, and the Circle Receiver disputes that assertion. WHEREAS, the parties hereto wish to enter into certain agreements with respect to the disposition of the Startech Shares. NOW, THEREFORE, for good and valuable consideration, including the mutual promises and agreements herein made, receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. The Northshore Receiver shall be permitted to explore sales of Startech Shares on behalf of both the Northshore Receiver and the Circle Receiver. 2. During the term of this Agreement, the Circle Receiver shall not, and shall cause Circle not to, sell, assign, pledge, hypothecate, encumber or otherwise transfer or dispose of (collectively, "Transfer") any Startech Shares, without the prior written consent of the Northshore Receiver. 3. During the term of this Agreement, the Northshore Receiver shall not Transfer any Startech Shares without the prior written consent of the Circle Receiver; provided, however, that the Northshore Receiver may sell Startech Shares in a private sale without the prior written consent of the Circle Receiver if the Northshore Receiver complies with the following provisions of this paragraph. In the event the Northshore Receiver proposes to sell any Startech Shares in a private sale (a "Proposed Sale"), the Northshore Receiver shall deliver a written notice (a "Proposed Sale Notice") to the Circle Receiver setting forth the number of Startech Shares proposed to be sold by the Northshore Receiver, the price per share to be paid in the Proposed Sale and the other principal terms of the transaction. The Circle Receiver shall be permitted to sell 20.80563% of the Startech Shares proposed to be sold in the Proposed Sale (which for this purpose shall include the Startech Shares proposed to be sold by the Circle Receiver), on substantially the same terms and conditions applicable to the Northshore Receiver, if the Circle Receiver delivers written notice to the Northshore Receiver electing to do so within three (3) days following delivery of the Proposed Sale Notice by the Northshore Receiver. To the extent the terms of any Proposed Sale permit the sellers to elect to defer the sale of some amount of Startech Shares to a later time or elect to have a "put right" with respect to some amount of the Startech Shares, the Circle Receiver and the Northshore Receiver shall not be required to exercise such election on a pro rata basis in order for the sale by the Circle Receiver to be deemed made on substantially the same terms and conditions applicable to the Northshore Receiver. In the event the Circle Receiver does not deliver written notice to the Northshore Receiver electing to participate in the Proposed Sale within three (3) days following delivery of the Proposed Sale Notice by the Northshore Receiver, the Circle Receiver shall be deemed to have waived all of its rights with respect to such Proposed Sale, and the Northshore Receiver shall thereafter be entitled to effect the Proposed Sale on terms no more favorable to the Northshore Receiver than those set forth in the Proposed Sale Notice, without any obligation to the Circle Receiver. Nothing contained herein shall obligate the Northshore Receiver to consummate a Proposed Sale following delivery of a Proposed Sale Notice. 4. In the event the Circle Receiver elects to participate in a Proposed Sale in accordance with paragraph 3, it shall take all actions necessary to consummate the sale of its Startech Shares in the Proposed Sale, including, without limitation, using its best efforts to obtain any court or other approval required for the Proposed Sale as promptly as practicable, promptly delivering certificates representing such shares and executing and delivering such documents and instruments necessary to consummate the Proposed Sale. 5. In the event the Circle Receiver participates in a Proposed Sale, the proceeds for the Startech Shares purported to be sold by the Circle Receiver in such Proposed Sale shall be placed into escrow with an escrow agent to be agreed upon by the parties, to be held in escrow pending determination as to who is entitled to such proceeds, either by settlement of the parties, judicial determination or otherwise. 6. The Circle Receiver represents and warrants that the Circle Receiver believes that the Circle Receiver owns 1,000,000 Startech Shares, and (subject to the receipt of an order of the Superior Court of the Judicial District of Hartford County in Connecticut) has the power to dispose of such shares. 7. The Northshore Receiver represents and warrants that the Northshore Receiver beneficially owns (as determined pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) 3,806,391 Startech Shares (excluding the Startech Shares described in the immediately following sentence) and (subject to the receipt of an order of the United States District Court for the Southern District of New York) has the power to dispose of such shares. The Northshore Receiver also believes that the Northshore Receiver has warrants (the "Northshore Warrants") to purchase 132,744 Startech Shares (the "Northshore Warrant Shares") pursuant to the Warrant Agreement attached as Exhibit 3 to Amendment No. 5 to the Schedule 13D to be filed by the Northshore Receiver and the Circle Receiver with respect to this Agreement; the Northshore Receiver is currently in the process of confirming whether the Northshore Warrants have been exercised and whether the Northshore Receiver beneficially owns the Startech Shares purchaseable thereunder. The Northshore Receiver also believes that the Northshore Receiver is entitled to the 1,000,000 Startech Shares referenced in paragraph 6. 8. Notwithstanding anything contained herein to the contrary, the Northshore Receiver and the Circle Receiver agree and acknowledge that the Northshore Warrants and the Northshore Warrant Shares are not subject to the terms of this Agreement. 9. This Agreement shall terminate on January 31, 2006, unless extended by written agreement of the parties hereto; provided, however, that in the event the Northshore Receiver has entered into an agreement to sell Startech Shares in which the Circle Receiver has elected to participate pursuant to paragraph 3 prior to January 31, 2006, but the sale has not been consummated by that date because the requisite court or other approvals have not yet been obtained, this Agreement shall be extended until the earlier of (i) the date such sale is consummated or the agreement covering such sale is terminated and (ii) February 28, 2006; provided, further, that paragraphs 4 and 5 hereof shall survive the termination of this Agreement. Following the termination of this Agreement, neither the Circle Receiver nor the Northshore 2 Receiver shall thereafter be subject to the restrictions on Transfer contained, respectively, in paragraphs 2 and 3 hereof. 10. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed an original but all of which shall constitute one and the same instrument. 3 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above. /s/ Arthur J. Steinberg -------------------------------------- ARTHUR J. STEINBERG, NOT INDIVIDUALLY BUT SOLELY IN HIS CAPACITY AS RECEIVER OF NORTHSHORE ASSET MANAGEMENT, LLC AND RELATED ENTITIES /s/ John P. Burke -------------------------------------- CONNECTICUT BANKING COMMISSIONER JOHN P. BURKE, NOT INDIVIDUALLY BUT SOLELY IN HIS CAPACITY AS RECEIVER OF CIRCLE TRUST COMPANY EX-99.3 4 y13196a5exv99w3.txt EX-99.3: WARRANT AGREEMENT EXHIBIT 3 WARRANT AGREEMENT ----------------- To Purchase Shares of the Common Stock of STARTECH Environmental Corporation, The Holder shall have the right to receive one warrant for every one share of Common share purchased by the holder in conjunction with Company's Private Placement Memorandum issued February 20, 2004. THIS CERTIFIES THAT Ardent Research Partners, LP Or its successors or assigns (the "Warrant holder" or "Holder"), is entitled to 132,744 warrants upon the due exercise hereof, and subject to the terms and conditions hereof, at any time after the date hereof, and subject to the provisions of paragraph 2 below, before the close of business on February 20, 2007 ("Expiration Date"), to purchase from Startech Environmental Corporation (the "Company") all or any part of fully paid and nonassessable shares of Common Stock, no par value (the "Common Stock") of the Company, upon surrender hereof, with the exercise form and warrant agreement annexed hereto duly filled out, at the office of the Company or any transfer agent for the Company's Common Stock, and upon simultaneous payment therefore in cash or by certified or official bank check, payable to the order of the Company in New York Clearing House funds, at the price equal to the following traunches. 1/3 of the warrants granted shall be exercised at a price per share of $4.89 (the "Exercise Price"), 1/3 of the warrants granted shall be exercised at a price per share of $5.89 (the "Exercise Price") and the final 1/3 of the warrants granted shall be exercised at a price per share of $6.89 (the "Exercise Price"). 1. No resale of the Warrants or of any Underlying Stock will be made unless such resale is registered pursuant to a Registration Statement filled by the Company with the Securities and Exchange Commission (the "Commission") or exempt from registration under the Securities Act of 1933, as amended (the "Act"). By acceptance of this agreement, the Warrant Holder agrees, for himself and all subsequent holders, that prior to making any disposition of any Warrants or of any Common Stock purchasable upon the exercise thereof ("Underlying Stock"), the Holder of the Warrants evidenced by this agreement shall give written notice to the Company describing briefly the proposed disposition; and no such disposition shall be made unless and until (i) the Company has notified such holder that, in the opinion of counsel satisfactory to it, no Registration Statement and no other action under the Act is required with respect to such disposition (which opinion may be conditioned upon the transferee's assuming the Warrant holder's obligation hereunder); or (ii) a Registration Statement has been filed by the Company and declared effective by the Commission or other such action has been taken. 2. Unless this Warrant and payment are tendered as herein provided before the close of business on the Expiration Date, this Warrant will become wholly void and all rights evidenced hereby will terminate. 3. Subsequent to the provisions of paragraph 1 above, this Warrant may be exchanged for a number of shares of Common Stock of the Company as are purchasable upon the exercise of this Warrant, upon surrender hereof at the office of the Company or any transfer agent of the Company's Common Stock and written instructions as to the exchange. If this Warrant is exercised for less than all the shares purchasable upon the exercise hereof, the Holder shall be entitled to receive Warrants of the same tenor as this Warrant for the purchase in the aggregate of the number of shares in respect of which this Warrant shall not have been exercised. 4. The Exercise price per Share and the number of shares of Common Stock of the Company issuable pursuant to such exercise is subject to adjustment as follows: 2 (a) In case the Company shall at any time declare a stock dividend or stock split on the outstanding shares of Common Stock in shares of its Common Stock, then the Exercise Price, and the number and kind of shares receivable upon exercise, in effect at the time of such dividend shall be proportionately adjusted so that the holder of any Warrant exercised after such time shall be entitled to receive the aggregate number and kind of shares which if such Warrant had been exercised immediately prior to such time, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend. (b) In any case the Company shall at any time subdivide or combine the outstanding shares of the Common Stock, the share exercise price initial or adjusted, in effect immediately prior to such subdivision or combination shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. (c) In case of any capital reorganization, sale of substantially all the assets of the Company, or any reclassification of the shares of Common Stock of the Company, or in case of any consolidation with or merger of the Company into or with another corporation, then as a part of such reorganization sale reclassification, consolidation or merger, as the case may be, provision shall be made so that the registered owner of the Warrants evidenced hereby shall have the right thereafter to receive upon the exercise thereof the kind and amount of shares of stock or other securities or property which he would have been entitled to receive. If immediately prior to such reorganization, reclassification, consolidation or merger, he had held the number of shares of Common stock which were then issuable upon the exercise of the Warrants evidenced hereby, to the end that the provisions set forth (including provisions with respect to adjustments of the Exercise Price) shall thereafter be applicable, as nearly as 3 reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of such Warrants. (d) If the Company at any time makes any spin-off, split-off, or distribution of assets upon or with respect to its Common Stock, as a liquidating or partial liquidating dividend, spin-off, or by way of return of capital, or other than as dividend payable out of earnings or any surplus legally available for dividends under the laws of the State of Colorado, the holder of each Warrant then outstanding shall, upon the exercise of the Warrant, receive, in addition to the shares of Common Stock then issuable on exercise of the Warrant, the amount of such assets (or, at the option of the Company, a sum equal to the value thereof at the time of the distributions) which would have been payable to such holder had he or she exercised the Warrant immediately prior to the record date for such distribution. (e) No adjustment of the Exercise Price per Share shall be made if the amount of such adjustment shall be less than $.05 per share. When any adjustment is required to be made in the Exercise Price Per Share, the number of shares of Common Stock issuable shall be determined as provided for in paragraph (f) hereof. No fractional shares of Common Stock shall be issued upon the exercise of Warrants evidenced hereby, but in lieu thereof the Company shall pay to the order of the holder of such warrants an amount in cash equal to the same fraction of the Exercise Price of one share of Common Stock on the date of exercise. (f) Whenever the Exercise price Per Share is adjusted as provided above, the number of shares of Common Stock Shares purchasable upon exercise of this Warrant immediately prior to such adjustment shall be increased, effective simultaneously with such adjustment, by a number of shares of Common Stock computed by multiplying such number of shares of Common Stock by a fraction, the numerator of which is the Exercise Price per Share in 4 effect immediately prior to such adjustment and the denominator of which is the Exercise Price per Share in effect upon such adjustment, and the number of shares of Common Stock arrived at by making said computation shall be added to the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to such adjustment. The total number of shares arrived at by making the computation provided for in the immediately preceding sentence shall thereupon be the number of shares of Common Stock issuable upon exercise Price Per Share, initial or adjusted, the Company shall forthwith determine the new Exercise Price Per Share, and (a) prepare a statement describing in reasonable detail the method used in arriving at the new Exercise price per Share; and (b) cause a copy of such statement to be mailed to the registered owner of the Warrants evidenced hereby as of a date within twenty (20) days after the date when the circumstance giving rise to the adjustments occurred. 5. As soon as practicable after the exercise hereof, the company shall deliver a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, all of which shall be fully paid and nonassessable, to the person or persons entitled to receive the same provided No sale, offer to sell or transfer of these Shares or of this Certificate, or of any shares or other securities issued in exchange for or in respect of such shares, shall be made unless a Registration Statement under the Securities Act of 1933, as amended, with respect to such shares, is in effect or an exemption from the registration requirements of such Act is applicable to such shares. Dated: 2/20 2004 Startech Environmental Corp. ----------- By: executed -------------------------------- Warrant Holder: -------------------------------------------------------- Address: --------------------------------------------------------------- City: ------------------------------------------------------------------ State: Zip Code: -------------------------------------- ---------------- 5 EXERCISE FORM The undersigned irrevocably exercises this Warrant to the extent of ____________ shares of the Common Stock of Startech Environment Corp., called for hereby, and hereby makes payment thereof, all at the price and on the terms and conditions specified herein. ---------------------------------------------- Signature ---------------------------------------------- Name ---------------------------------------------- Street/Mailing Address ---------------------------------------------- City State Zip ---------------------------------------------- Date -----END PRIVACY-ENHANCED MESSAGE-----