Amendment to General Statement of Beneficial Ownership — Sch. 13D Filing Table of Contents
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SC 13D/A — Amendment to General Statement of Beneficial Ownership
(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 §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X].
CUSIP
Number: 902951
10 2
1) NAME
OF
REPORTING PERSON:
Nakash Energy, LLC
2) CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions):
(a) ________________________x_________________
(b) ________________________o_________________
3) SEC
USE
ONLY
4) SOURCE
OF
FUNDS
(See
Instructions): WC
5) CHECK
IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) or
2(e): N/A
6) CITIZENSHIP
OR PLACE OF ORGANIZATION:
Delaware
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
3,753,596
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
3,753,596
PERSON
WITH
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,753,596
12) CHECK
IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: N/A
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.8%
14) TYPE
OF
REPORTING PERSON (See
Instructions): OO
2
CUSIP
Number: 902951
10 2
1) NAME
OF
REPORTING PERSON:
Nakash
Holding, LLC
2) CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions):
(A) ________________________x_________________
(B) ________________________o_________________
3) SEC
USE
ONLY
4) SOURCE
OF
FUNDS
(See
Instructions): AF
5) CHECK
IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) or
2(e): N/A
6) CITIZENSHIP
OR PLACE OF ORGANIZATION:
Delaware
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
3,753,596
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
3,753,596
PERSON
WITH
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,753,596
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES N/A
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.8% (4)
14) TYPE
OF
REPORTING PERSON
(See
Instructions): OO,
HC
3
CUSIP
Number: 902951
10 2
1) NAMES
OF
REPORTING PERSONS:
Joe
Nakash
2) CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
(A)
________________________x_________________
(B)
________________________o_________________
3) SEC
USE
ONLY
4) SOURCE
OF
FUNDS
(See
Instructions): AF
5) CHECK
IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) or
2(e): N/A
6) CITIZENSHIP
OR PLACE OF ORGANIZATION:
United
States
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
3,753,596
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
3,753,596
PERSON
WITH
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,753,596
12) CHECK
IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.8%
14) TYPE
OF
REPORTING PERSON
(See
Instructions): IN,
HC
4
CUSIP
Number: 902951
10 2
1) NAMES
OF
REPORTING PERSONS:
Avi
Nakash
2) CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
(A) ________________________x_________________
(B) ________________________o_________________
3) SEC
USE
ONLY
4) SOURCE
OF
FUNDS
(See
Instructions): AF
5) CHECK
IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) or
2(e): N/A
6) CITIZENSHIP
OR PLACE OF ORGANIZATION:
United
States
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
3,753,596
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
3,753,596
PERSON
WITH
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,753,596
12) CHECK
IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.8%
14) TYPE
OF
REPORTING PERSON
(See
Instructions): IN,
HC
5
CUSIP
Number: 902951
10 2
1) NAMES
OF
REPORTING PERSONS:
Ralph
Nakash
2) CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
(A)
________________________x_________________
(B) ________________________o_________________
3) SEC
USE
ONLY
4) SOURCE
OF
FUNDS
(See
Instructions): AF
5) CHECK
IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) or
2(e): N/A
6) CITIZENSHIP
OR PLACE OF ORGANIZATION:
United
States
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
3,753,596
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
3,753,596
PERSON
WITH
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,753,596
12)
CHECK
IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.8%
14) TYPE
OF
REPORTING PERSON
(See
Instructions): IN,
HC
6
CUSIP
Number: 902951
10 2
1) NAME
OF
REPORTING PERSON:
Leonard D. Pearlman
2) CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions):
(A)
________________________x_________________
(B) ________________________o_________________
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): N/A
6) CITIZENSHIP
OR PLACE OF ORGANIZATION:
United
States
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
3,753,596
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
3,753,596
PERSON
WITH
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,753,596
12)
CHECK
IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.8% (4)
14) TYPE
OF
REPORTING PERSON
(See
Instructions): IN
7
CUSIP
Number: 902951
10 2
1) NAME
OF
REPORTING PERSON:
JAM Capital Associates
2) CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions):
(A)
________________________x_________________
(B) ________________________o_________________
3) SEC
USE
ONLY
4) SOURCE
OF
FUNDS
(See
Instructions): WC
5) CHECK
IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) or
2(e): N/A
6) CITIZENSHIP
OR PLACE OF ORGANIZATION:
New
York
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
3,753,596
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
3,753,596
PERSON
WITH
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,753,596
12) CHECK
IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.8% (4)
14) TYPE
OF
REPORTING PERSON
(See
Instructions): OO
8
CUSIP
Number: 902951
10 2
1) NAME
OF
REPORTING PERSON:
Kingsbridge Associates, L.P.
2) CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions):
(A)
________________________x_________________
(B)
________________________o_________________
3) SEC
USE
ONLY
4) SOURCE
OF
FUNDS
(See
Instructions): WC
5) CHECK
IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) or
2(e): N/A
6) CITIZENSHIP
OR PLACE OF ORGANIZATION:
New
York
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
3,753,596
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
3,753,596
PERSON
WITH
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,753,596
12)
CHECK
IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.8% (4)
14) TYPE
OF
REPORTING PERSON
(See
Instructions): PN
9
CUSIP
Number: 902951
10 2
1) NAME
OF
REPORTING PERSON:
Giles Place Co., L.P.
2) CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions):
(A)
________________________x_________________
(B)
________________________o_________________
3) SEC
USE
ONLY
4) SOURCE
OF
FUNDS
(See
Instructions): WC
5) CHECK
IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) or
2(e): N/A
6) CITIZENSHIP
OR PLACE OF ORGANIZATION:
New
York
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
3,753,596
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
3,753,596
PERSON
WITH
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,753,596
12) CHECK
IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.8% (4)
14) TYPE
OF
REPORTING PERSON
(See
Instructions): PN
10
CUSIP
Number: 902951
10 2
1) NAME
OF
REPORTING PERSON:
LDP Corp.
2) CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions):
(A)
________________________x_________________
(B) ________________________o_________________
3) SEC
USE
ONLY
4) SOURCE
OF
FUNDS
(See
Instructions): WC
5) CHECK
IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) or
2(e): N/A
6) CITIZENSHIP
OR PLACE OF ORGANIZATION:
New
York
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
3,753,596
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
3,753,596
PERSON
WITH
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,753,596
12) CHECK
IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.8% (4)
14) TYPE
OF
REPORTING PERSON
(See
Instructions): CO
11
NAKASH
ENERGY, LLC, A DELAWARE LIMITED LIABILITY COMPANY, NAKASH HOLDING, LLC, A
DELAWARE LIMITED LIABILITY COMPANY AND THE SOLE MEMBER OF NAKASH ENERGY, LLC,
JOE NAKASH, AVI NAKASH AND RALPH NAKASH(COLLECTIVELY,
THE
“ORIGINAL
FILING PERSONS”),
WHO
REPORTED THEIR BENEFICIAL OWNERSHIP ON A SCHEDULE 13D FILED ON OCTOBER 12,2007,HAVE
JOINED TOGETHER WITH OTHER STOCKHOLDERS OF THE ISSUER AND, AS OF OCTOBER 26,2007, HAVE FORMED A GROUP FOR THE PURPOSE OF ACQUIRING, HOLDING AND VOTING
SHARES OF THE ISSUER’S COMMON STOCK WITH THE INTENT OF INFLUENCING OR CHANGING
CONTROL OF THE ISSUER, AND ARE FILING THIS AMENDED SCHEDULE 13D IN ORDER TO
REPORT SUCH GROUP FORMATION AND TO FURTHER EXPLAIN THE GROUP’S INTENT, AS
DESCRIBED BELOW.
Item
1.Security
and Issuer
This
Amendment No. 1 (“Amendment
No. 1”)
to the
Statement of Beneficial Ownership on Schedule 13D filed October 12, 2007 (the
“Original
Statement”)
relates to the common stock, par value $0.01 per share (“Common
Stock”)
of
U.S. Energy Systems, Inc., a Delaware corporation whose principal executive
offices are
located
at 750 Lexington Avenue, New York, New York10022 (the
“Issuer”).
Item
2.Identity
and Background
This
Amendment No. 1 is being filed by
Nakash
Energy, LLC, a Delaware limited liability company (“Nakash
Energy”),
Nakash Holding, LLC, a Delaware limited liability company and the sole member
of
Nakash Energy (“Nakash
Holding”),
Joe
Nakash, Avi Nakash, Ralph Nakash (Joe Nakash, Avi Nakash and Ralph Nakash are
the managing members of Nakash Holding), Leonard D. Pearlman (“Pearlman”),
JAM
Capital Associates (Pearlman is the manager of JAM Capital Associates),
Kingsbridge Associates, L.P. (Pearlman serves as the general partner of
Kingsbridge Associates, L.P.), Giles Place Co., L.P. (Pearlman serves as the
general partner of Giles Place Co., L.P.) and LDP Corp. (Pearlman serves as
the
President of LDP Corp.). Collectively, Nakash Energy, Nakash Holding, Joe
Nakash, Avi Nakash and Ralph Nakash are referred to herein as the “Original
Filing Persons”
and
each an “Original
Filing Person.”
Collectively, Pearlman, JAM Capital Associates, Kingsbridge Associates, L.P.,
Giles Place Co., L.P. and LDP Corp. are referred to herein as the “Additional
Filing Persons”
and
each an “Additional
Filing Person.”
The
Original Filing Persons, together with the Additional Filing Persons are
referred to herein collectively as the “Filing
Persons”
and
each a “Filing
Person.”
The
business address as to all Original Filing Persons is c/o
Robert A. Speigelman, General Counsel, Law Offices of Robert A. Spiegelman,
Esq. 1400
Broadway, 15th
Floor,
New York, NY10018. The business address as to all Additional Filing Persons
is
c/o Leonard D. Pearlman, 112 West 56th
Street,
Suite 20S, New York, New York10019-3883. The occupation of each of the Original
Filing Persons is commercial activities. The occupation of each of the
Additional Filing Persons is investment activities. The citizenship of each
Filing Person is contained in row 6 of each Filing Person’s respective Cover
Page to this Schedule 13D.
12
No
further disclosure is required by this Item.
Item
3.Source
and Amount of Funds or Other Consideration
Not
applicable.
Item
4.Purpose
of Transaction
Following
the filing of the Original Statement, the Original Filing Persons have joined
with the Additional Filing Persons (as of October 26, 2007) to form a group
that
will seek to influence management and the Board of Directors of the Issuer
(the
“Board”),
and,
if need be, change control of the Issuer. The
Filing
Persons are evaluating all means available to influence management and the
Board
and influence the affairs and conduct control of the Issuer and, if need be,
effect a change of control of the Issuer, in order to improve the overall
financial standing and performance of the Issuer. Such means include, without
limitation, the alteration of the size and composition of the Board; removal
and
replacement of current directors; elimination of the staggered Board provisions
from the Issuer’s certificate of incorporation, which provisions the Filing
Persons believe entrench the Board members and deprive all stockholders of
the
ability to exercise their rights to vote their shares and select Board members
who can most effectively guide the Issuer's affairs. The Filing Persons intend
to vote their shares of Common Stock and exercise their rights as stockholders
of the Issuer towards the achievement of such purposes.
Item
5.Interest
in Securities of the Issuer
The
Filing Persons, constituting a group under Rule 13d-5(b) of the Securities
Exchange Act of 1934, as amended, maintain shared voting and dispositive power
with respect to an aggregate of 3,753,596 shares of Common Stock, representing
16.8% of the outstanding shares of the Issuer’s Common Stock. Nakash
Energy is the direct owner of 3,290,700 of such shares of Common Stock. (Nakash
Holding serves as the
sole
member of Nakash Energy, and Joe Nakash, Avi Nakash and Ralph Nakash are the
three managing members of Nakash Holding). The remaining 462,896 shares of
such
shares of Common Stock beneficially owned by the Filing Persons as a group
are
held by Pearlman and by various entities that he controls, in the following
amounts: Pearlman- 243,840 shares; JAM Capital Associates- 108,000 shares
(Pearlman is the manager of JAM Capital Associates); Kingsbridge Associates,
L.P.- 56,706 shares (Pearlman serves as the general partner of Kingsbridge
Associates, L.P.); Giles Place Co., L.P.- 41,600 shares (Pearlman serves as
the
general partner of Giles Place Co., L.P.); and LDP Corp.- 12,750 shares
(Pearlman serves as the President of LDP Corp.).
On
October 2, 2007, Nakash Energy exercised warrants to purchase 575,000 shares
of
Common Stock at an exercise price of $0.01 per share. Other than joining
together to form a group (on October 26, 2007), as described in Item 4 above,
the Filing Persons have not otherwise engaged in any transactions with respect
to the Issuer’s Common Stock within the past 60 days.
The
16.8%
ownership stake is based on
22,279,236 outstanding shares of the Issuer’s Common Stock. As of July 25, 2007,
based on information provided by the Issuer, there were 21,704,236 shares of
the
Issuer’s Common Stock outstanding. Subsequent to such date, the number of
outstanding shares of the Issuer’s Common Stock has increased by 575,000 shares
as a result of the exercise by Nakash Energy of 575,000 warrants.
13
No
further disclosure is applicable under this Item.
Item
6.Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer.
In
order
to pursue the
purpose for their group described in Item 4 above, the Filing Persons have
entered, as of October 26, 2007, into a stockholders’ agreement with respect to
the shares of the Issuer’s Common Stock that they hold, the form of which has
been attached as Exhibit
99.1
to this
Amendment No. 1 (the “Stockholders’
Agreement”).
Under
the Stockholders’ Agreement, the Additional Filing Persons have agreed that,
through June 30, 2008, they will vote all shares of Common Stock that they
hold
or hereafter acquire (i) in
favor
of, or in opposition to, any nominees for the Board that are supported or
opposed (respectively) by the Original Filing Persons at each election of
members of the Board, (ii) in favor of, or in opposition to, the removal of
any
member of the Board as directed by the Original Filing Persons, (iii) in favor
of, or in opposition to, any increase or decrease in the authorized size of
the
Board as directed by the Original Filing Persons, and (iv) as directed by the
Original Filing Persons with respect to any proposed amendment to the Issuer’s
certificate of incorporation or by-laws. The Additional Filing Persons have
furthermore agreed to deliver proxies to the Original Filing Persons in
furtherance of the Additional Filing Persons’ commitment to vote as directed by
the Original Filing Persons.
Item
7.Material
to be filed as Exhibits
Number
Description
99.1
Form ofStockholders’ Agreement, by and among
Nakash Energy, LLC, Nakash
Holding, LLC, Joe
Nakash, Avi Nakash, Ralph Nakash and
other stockholders of U.S. Energy Systems, Inc. party
thereto.
14
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this Schedule 13D/A is true, complete
and correct.