SC 13D/A 1 quercus-chinasolar_sc13da3.htm CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC. quercus-chinasolar_sc13da3.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 3)

Under the Securities Exchange Act of 1934
 
China Solar & Clean Energy Solutions, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
24688L102
(CUSIP Number)
 
Joseph P. Bartlett
The Law Offices of Joseph P. Bartlett, A Professional Corporation
17050 Sunset Blvd., #D
Pacific Palisades, CA 90272
(310) 201-7481
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
April 29, 2009
(Date of Event which Requires Filing of this Statement)

 
If the reporting 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7(b) 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).
 
1

 
CUSIP No. 24688L102
 
(1)
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
 
David Gelbaum, Trustee, The Quercus Trust
 
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B)
/X/
/   /
 
(3)
SEC Use Only
 
(4)
Source of Funds (See Instructions)
PF
 
(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.
 
 
(7)
Sole Voting Power
-0-
     
Number of Shares 
(8)
Shared Voting Power
-0-
Beneficially Owned     
by Each Reporting
Person With
(9)
Sole Dispositive Power
-0-
     
 
(10)
Shared Dispositive Power
-0-
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
/   /
 
(13)
Percent of Class Represented by Amount in Row (11)
0%
 
(14)
Type of Reporting Person (See Instructions)
IN
 

 
 
2

 
CUSIP No. 24688L102
 
(1)
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
 
Monica Chavez Gelbaum, Trustee, The Quercus Trust
 
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B)
/X/
/   /
 
(3)
SEC Use Only
 
(4)
Source of Funds (See Instructions)
PF
 
(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.
 
 
(7)
Sole Voting Power
-0-
     
Number of Shares 
(8)
Shared Voting Power
-0-
Beneficially Owned     
by Each Reporting
Person With
(9)
Sole Dispositive Power
-0-
     
 
(10)
Shared Dispositive Power
-0-
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
/   /
 
(13)
Percent of Class Represented by Amount in Row (11)
0%
 
(14)
Type of Reporting Person (See Instructions)
IN
 

 
3

 
CUSIP No. 24688L102
 
(1)
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
 
The Quercus Trust
 
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B)
/X/
/   /
 
(3)
SEC Use Only
 
(4)
Source of Funds (See Instructions)
PF
 
(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.
 
 
(7)
Sole Voting Power
-0-
     
Number of Shares 
(8)
Shared Voting Power
-0-
Beneficially Owned     
by Each Reporting
Person With
(9)
Sole Dispositive Power
-0-
     
 
(10)
Shared Dispositive Power
-0-
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
/   /
 
(13)
Percent of Class Represented by Amount in Row (11)
0%
 
(14)
Type of Reporting Person (See Instructions)
OO
 

 
4

 
CUSIP No. 24688L102
 
Item 1.
 
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by The Quercus Trust, David Gelbaum and Monica Chavez Gelbaum (the “Reporting Persons”) with the Securities and Exchange Commission on August 31, 2007 and prior amendments thereto (collectively, the “Prior Schedules”).  Capitalized terms used in this Amendment No. 3 but not otherwise defined herein have the meanings given to them in the Prior Schedules.  Except as otherwise set forth herein, this Amendment No. 3 does not modify any of the information previously reported by the Reporting Persons in the Prior Schedules.
 
This Amendment No. 3 is being made to disclose the sale by the Reporting Persons of all of its securities of the Issuer.
 
Item 5. Interest in Securities of the Issuer
 
(a) As of the date of this Amendment No. 3, the Reporting Persons own no securities of the Issuer.  Prior to the sale of all of the securities of the Issuer  on December 31, 2009, the Reporting Persons owned 2,348,943 shares of Common Stock, not 1,949,283 shares as previously reported. The discrepancy resulted from the Reporting Persons failure to report that on April 29, 2009, Reporting Persons received an additional 399,660 shares from the Issuer for no additional consideration.
 
(b) Not applicable.
 
(c) Pursuant to that certain Stock Purchase Agreement entered into by and between the Reporting Persons and a private purchaser as of November 13, 2009 (the “SPA”), on December 31, 2009 the Reporting Persons sold all of their securities of the Issuer for a total sale price of $469,788. A copy of the SPA is attached hetero as Exhibit “B” and the full text of which is incorporated herein by this reference.
 
(d) Not applicable.
 
(e) On December  31, 2009, the Reporting Persons ceased to be beneficial owners of more than five percent of the outstanding shares of Common Stock.
 
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
Pursuant to the Power of Attorney filed as Exhibit “B” to Amendment No. 1 to Schedule 13D filed on August 24, 2007 with respect to the issuer Emcore Corp., David Gelbaum has been appointed as Monica Chavez Gelbaum’s Attorney-In-Fact.
 
Item 7. Material to Be Filed as Exhibits
 
Exhibit A:  Agreement Regarding Joint Filing of Schedule 13D.
 
Exhibit B:  Securities Purchase Agreement dated November 13, 2009
 
 
 
5

 
CUSIP No. 24688L102
 
 
SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct and agrees that this statement may be filed jointly with the other undersigned parties.
 
 
Dated:  January 8, 2010
/s/ David Gelbaum                                                                                         
David Gelbaum, Co-Trustee of The Quercus Trust
 
 
/s/ David Gelbaum, as Attorney-In-Fact for Monica Chavez Gelbaum
Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust
 
 
/s/ David Gelbaum                                                                                         
The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust
 
6

 
CUSIP No. 24688L102
 
Exhibit A
 
Agreement Regarding Amendment No. 3 to Joint Filing of Schedule 13D
 
 
 
The undersigned agree that the Amendment No. 3 to Schedule 13D with respect to the Common Stock of Clean Power Technologies Inc. is a joint filing being made on their behalf.
 
 
Dated:  January 8, 2010
/s/ David Gelbaum                                                                                         
David Gelbaum, Co-Trustee of The Quercus Trust
 
 
/s/ David Gelbaum, as Attorney-In-Fact for Monica Chavez Gelbaum
Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust
 
 
/s/ David Gelbaum                                                                                         
The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust
 
 
7

 
 
Exhibit B
 
 
 
 
 
STOCK PURCHASE AGREEMENT
 
 
THIS STOCK PURCHASE AGREEMENT (the "Agreement”) is made and entered into as of this 13th day of November, 2009 between Deli Du (the "Purchaser") and Quercus Trust (the “Seller").
 
WITNESSETH:
 
WHEREAS, the Seller is the beneficial owner of 2,348,943 shares of common stock, $0.001 par value per share (the "Shares"), of China Solar & Clean Energy Solutions, Inc.(the "Company"); and
 
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser :desires to purchase from the Seller, upon and subject to the terms and conditions set forth herein, the Shares.
 
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements of the parties herein contained, the Seller and the Purchaser hereby agree as follows;
 
1.          Recitals. The foregoing recitals are hereby incorporated herein by reference and acknowledged as true and correct by the parties hereto.
 
2.          Sale and Purchase of Shares.
 
2.1    Seller will sell to Purchaser and Purchaser agrees to purchase the shares from Seller in exchange for the payment of Four Hundred Sixty Nine Thousand Seven Hundred Eighty Eight US Dollars ($469,788,00) (the "Purchase Price"), to be paid to Seller on or before 5:00 PM EDT on November 23rd, 2009 (the "Closing"), which shall be deposited in the escrow account of the Escrow Agent (Escrow LLC) and shall be payable pursuant to the terms set forth below. A commission in the amount of Seventy Thousand Four Hundred Sixty Eight US Dollars ($70,468.00) will be paid to National Securities upon the closing minus Escrow Agent fees.
 
2.2   Closing. On or before the Closing the Parties shall perform, in order:
 
a.       Purchaser shall deliver to Seller a copy of this Agreement executed by Purchaser;
 
b.       Seller shall deliver a fully executed copy of this Agreement to Purchaser;
 
c.       Seller shall deliver under reasonable time to the Escrow Agent (Escrow LLC) certificates representing the Shares in negotiable form with stock transfer powers (containing a signature guarantee acceptable to the Company's transfer agent) attached thereto (collectively, the "Certificates"). Escrow Agent (Escrow LLC) will have the certificates re cut into the names of the purchaser and then the transfer agent will issue to all respective parties the certificates underlying this Securities Purchase Agreement;
 
d.       Purchaser shall wire to the Escrow Agent (Escrow LLC) and Escrow Agent (Escrow LLC) to Seiler, the Purchase Price minus commissions to the account information as set forth below:
 


 
 

 


 
Escrow Agent International Wiring Instructions
 
Correspondent Bank.. Wells Fargo Bank, San Francisco, CA
 
SWIFT#: WFB111S6S
 
Credit Account #: xxx-xx-xxxxx
 
Virginia Commerce Bank
 
FBO Account Narne.. Escrow, LLC
 
Account: xxxxxxxx
 
QUERCUS WIRING INSTRUCTIONS
 
Bank: CITIBANK N.A.
 
ABA #: 021000089
 
For Credit: COLUMN SACKS & CO
 
Account #: xxxx-xxxx
 
Phone #: 212-357-2298
 
For Benefit: The Quercus Trust 7/12/96
 
Acct #:
 
e.           Upon receipt of the Purchase Price and the Certificates, the Seller shall notify the Purchaser of the receipt of the Purchase Price and the Certificates, at which time the Seiler will deliver all shares underlying this Securities Purchase Agreement. The Seller, and such authorizations shall be in writing delivered via facsimile to the Escrow Agent (Escrow LLC).
 
f.           Escrow Agent (Escrow LLC) shall deliver to Purchaser the Certificates in accordance with this Securities Purchase Agreement.
 
3.          Representations and Warranties of the Seller.  The Seller hereby represents and warrants to the Purchaser as follows:

 
 

 

 

 

3.1           Ownership of Shares. The Shares are (a) owned solely by the Seller; (b) free and clear of any and all liens, encumbrances, claims, charges and assessments; and (c) subject to no options, agreements, or restrictions with respect to transferability. Please note that some of the shares represented in this transaction have not been registered under the Securities Act of 1933. All of the representations underlying the transaction of February 2008 will transfer with these shares (le: make good provision and liquidated damages).

3.2           Authorization. The Seller has all requisite power, legal capacity and authority to enter into this Agreement and to assume and perform its obligations hereunder. This Agreement, when duly executed and delivered by the Seller, will constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies.

3.3           Approvals and Consents.  No action, approval, consent or authorization, including but not limited to, any action, approval, consent or authorization by any governmental or quasi-governmental agency, commission, board, bureau or instrumentality is necessary or required as to the Seller in order to constitute this Agreement as a valid, binding and enforceable obligation of the Seiler in accordance with its terms.

4.           Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller as follows:

4.1           Authorization. The Purchaser has all requisite power, legal capacity and authority to enter into this Agreement and to assume and perform their obligations hereunder. This Agreement, when duly executed and delivered by the Purchaser, will constitute a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies. The purchaser is buying these shares for their own account and not for a resale or distribution in the United States.

4.2           Approvals and Consents. No action, approval, consent or authorization, including, but not limited to, any action, approval, consent or authorization by any governmental or quasi-governmental agency, commission, board, bureau or instrumentality is necessary or required as to it in order to constitute this Agreement as a valid, binding and enforceable obligation of it in accordance with its terms.

4.3           Accredited Investor. The Purchaser is an "accredited investor," as such term is defined in Rule 501 of Regulation D promulgated under the Securities, and the Purchaser is able to bear the economic risk of an investment in the Shares.

4.4           Entire Agreement; Amendment and Waiver. Except as set forth herein, no representations or warranties have been made to the Purchaser by the Seller, and in purchasing the Shares, the Purchaser is not relying upon any representations other than those specifically Contained herein, This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained herein and supersedes all prior oral or written agreements, if any, between the parties hereto with respect to such subject matter and, except as otherwise expressly provided herein, is not intended to confer upon any other person any rights or remedies hereunder. Any amendments hereto or modifications hereof must be made in writing and executed by each of the parties hereto. Any failure by the Seller or the Purchaser to enforce any rights hereunder shall not be deemed a waiver of such rights.

 
 

 



4.5           Fairness of Purchase Price. The Purchaser and the Seller hereby acknowledge, as evidenced by their signatures hereto, that (a) the Purchase Price paid for the Shares is fair, equitable and valid; and (b) the Company's common stock is subject to market forces which will result in variances in the value thereof; which variances may be significant.

4.6           Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to conflict of laws principles.

4.7           Binding Effect; Assignment. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and he binding upon the Seller and the Purchaser and their respective heirs, successors and assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred or assigned (by operation of law or otherwise) by any of the parties hereto without the prior written consent of the other party hereto. Any transfer or assignment of any of the rights, interests or obligations hereunder in violation of the terms hereof shall be void and of no force or effect.

4.8           Survival of Representations and Warranties. All representations and warranties made by the parties to this Agreement shall survive the execution and delivery of this Agreement.

4.9           Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument and shall bind all parties signing such counterpart.

4.10          Additional Documents. The Purchaser and the Seller agree to execute any additional documents reasonably required to affect a transfer of the Shares to the Purchaser.

[Signature Page Follows]

 
 

 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

SELLER:

Quercus Trust

By: /s/ David Gelbaum
David Gelbaum: Trustee

PURCHASER:

Deli Du

By: /s/ Deli Du 09.11.13
Deli Du