-----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, C+tyB3B4L2G/fAx0H6/BiMzKU3fwjxuMfsX5Tm7rMmZZnyrZDBOsbso9DLMNoNE7 bXpQKynOjQQyBHnqZrq93Q== 0001104659-09-008420.txt : 20090212 0001104659-09-008420.hdr.sgml : 20090212 20090211184418 ACCESSION NUMBER: 0001104659-09-008420 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090211 GROUP MEMBERS: KONSTANTINOS SAMARAS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN DG ENERGY INC CENTRAL INDEX KEY: 0001378706 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC, GAS & SANITARY SERVICES [4900] IRS NUMBER: 043569304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83795 FILM NUMBER: 09591128 BUSINESS ADDRESS: STREET 1: 45 FIRST AVENUE CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-622-1120 MAIL ADDRESS: STREET 1: 45 FIRST AVENUE CITY: WALTHAM STATE: MA ZIP: 02451 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: In Holdings Corp. CENTRAL INDEX KEY: 0001387250 IRS NUMBER: 101709020 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: CALLE 50 NO. 2 STREET 2: EDIF UNIVERSAL PLANTA BAJA CITY: APARTADO 0816-02580 STATE: R1 ZIP: 00000 BUSINESS PHONE: 30-210-677-6016 MAIL ADDRESS: STREET 1: CALLE 50 NO. 2 STREET 2: EDIF UNIVERSAL PLANTA BAJA CITY: APARTADO 0816-02580 STATE: R1 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: IDS TECHNOLOGIES LTD DATE OF NAME CHANGE: 20070119 SC 13G/A 1 a09-5242_3sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)

(Amendment No. 1)*

 

American DG Energy Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

025398108

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the 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. 025398108

 

 

1.

Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)

 

In Holdings Corp.

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Panama

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,961,905

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
4,961,905

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,961,905

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
12.8%

 

 

12.

Type of Reporting Person*
CP

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

2


 

CUSIP No. 025398108

 

 

1.

Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)

 

Konstantinos Samaras

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Greece

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,961,905

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
4,961,905

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,961,905

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
12.8%

 

 

12.

Type of Reporting Person*
IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

3


 

CUSIP No. 025398108

 

Item 1(a).

Name of Issuer:
American DG Energy Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
45 First Avenue, Waltham, MA 02451

 

Item 2(a).

Name of Person Filing:
In Holdings Corp.

Konstantinos Samaras

Item 2(b).

Address of Principal Offices or, if none, Residence:
Calle 50 No. 2

Edif Universal Planta Baja

Apartado 0816-02580

Republic of Panama

Item 2(c).

Citizenship:
In Holdings Corp. was incorporated in Panama.

Konstantinos Samaras is a citizen of Greece.

Item 2(d).

Title of Class of Securities:
Common Stock, par value $.001 per share

Item 2(e).

CUSIP Number:
025398108

 

Item 3.

If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act.

 

(b)

o

Bank as defined in section 3(a)(6) of the Act.

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act.

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940.

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

4


 

CUSIP No. 025398108

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

4,961,905. This amount consists of: (a) 200,000 shares of American DG Energy Inc. (“ADGE”) common stock, par value $0.001 per share (“ADGE Common Stock”) directly held by In Holdings Corp.; and (b) 4,761,905 shares of ADGE Common Stock that In Holdings Corp. has the right to acquire pursuant to currently convertible 8% senior debentures or 8% senior debentures that become convertible within 60 days of execution of this Schedule 13G. Konstantinos Samaras exercises sole voting and/or dispositive power with respect to the shares of ADGE Common Stock that In Holdings Corp. holds or has the right to acquire pursuant to the 8% senior debentures.

 

(b)

Percent of class:   

12.8% (based on 34,034,496 shares of ADGE Common Stock as of December 31, 2008).

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or direct the vote:   

4,961,905

 

 

(ii)

Shared power to vote or direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

4,961,905

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

5


 

CUSIP No. 025398108

 

Item 10.

Certification.

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

 

Dated:  February 11, 2009

 

 

ATTENTION.

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

 

6


 

CUSIP No. 025398108

 

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 13G need be filed with respect to the ownership by each of the undersigned of shares of common stock of American DG Energy Inc.

 

This agreement may be executed in any number of counterparts, each of which shall be deemed an original. 

 

EXECUTED this 11th day of February, 2009.

 

 

 

/s/ Konstantinos Samaras

 

(Signature)

 

 

 

Konstantinos Samaras

 

(Name/Title)

 

 

 

 

 

IN HOLDINGS CORP.

 

/s/ Konstantinos Samaras

 

(Signature)

 

 

 

Konstantinos Samaras, as

 

authorized person

 

(Name/Title)

 

7

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