(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
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6%
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
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6% (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
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6%
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
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6%
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
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6%
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
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6% (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
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6% (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
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6% (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
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6% (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
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6% (4)
14)
TYPE
OF REPORTING PERSON
(See Instructions): CO
11
CUSIP
Number: 902951
10 2
1)
NAME
OF REPORTING PERSON:
Chresten
Hedegaard
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:
Denmark
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6% (4)
14)
TYPE
OF REPORTING PERSON
(See Instructions): IN
12
CUSIP
Number: 902951
10 2
1)
NAME
OF REPORTING PERSON:
Inga
Hedegaard
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:
Denmark
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6% (4)
14)
TYPE
OF REPORTING PERSON
(See Instructions): IN
13
CUSIP
Number: 902951
10 2
1)
NAME
OF REPORTING PERSON:
ApS
af
22/5 1996
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:
Denmark
NUMBER
OF
7)
SOLE
VOTING POWER
0
SHARES
BENE-
8)
SHARED
VOTING POWER
4,139,184
FICIALLY
OWNED
9)
SOLE
DISPOSITIVE POWER
0
BY
EACH REPORTING
10)
SHARED
DISPOSITIVE POWER
4,139,184
PERSON
WITH
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,139,184
12)
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES N/A
13)
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6% (4)
14)
TYPE
OF REPORTING PERSON
(See Instructions): CO
14
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,AS
AMENDED BY AMENDMENT NO. 1 FILED ON OCTOBER 29, 2007, HAVE ACQUIRED AN
ADDITIONAL 75,000 SHARES OF THE ISSUER’S COMMON STOCK AND HAVE JOINED TOGETHER
WITH ADDITIONAL STOCKHOLDERS OF THE ISSUER AND, AS OF OCTOBER 30, 2007, HAVE
ENLARGED THE GROUP THAT THEY HAVE FORMED 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 AMENDMENT NO. 2 TO THEIR
SCHEDULE 13D IN ORDER TO REPORT THEIR ACQUISITION OF ADDITIONAL SHARES OF THE
ISSUER’S COMMMON STOCK AND THE ADDITION OF NEW MEMBERS TO THEIR
GROUP.
Item
1.
Security
and Issuer
This
Amendment No. 2 (“Amendment
No. 2”)
to the
Statement of Beneficial Ownership on Schedule 13D filed October 12, 2007 (the
“Original
Statement”),
as
amended by Amendment No. 1 filed on October 29, 2007 (“Amendment
No. 1”),
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. 2 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.), LDP Corp. (Pearlman serves as the
President of LDP Corp.), Chresten Hedegaard, Inga Hedegaard and ApS af 22/5
1996
(Chresten Hedegaard serves as sole stockholder of ApS af 22/5 1996).
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 “Pearlman
Filing Persons”
and
each a “Pearlman
Filing Person.”
Collectively, Chresten Hedegaard, Inga Hedegaard and ApS af 22/5 1996 are
referred to herein as the “New
Filing Persons”
and
each a “New
Filing Person.”
The
Original Filing Persons, together with the Pearlman Filing Persons and the
New
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 each Pearlman Filing Person
is
c/o Leonard D. Pearlman, 112 West 56th
Street,
Suite 20S, New York, New York10019-3883. The business address as to each New
Filing Person is Frueloekke 47, DK- 6200 Aabenraa, Denmark. The occupation
of
each of the Original Filing Persons is commercial activities. The occupation
of
each of the Pearlman Filing Persons is investment activities. The occupation
of
Chresten Hedegaard is investment banking. The occupation of Inga Hedegaard
is
serving as manager of a public institution. The occupaton of ApS af 22/5 1996
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.
15
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 Amendment No. 1 on October 29, 2007, Nakash Energy acquired an
additional 50,000 shares of Common Stock (on October 29, 2007) and an additional
25,000 shares of Common Stock (on October 30, 2007). In addition, following
the
filing of Amendment No. 1, the group that had been formed by and among the
Original Filing Persons and the Pearlman Filing Persons has been expanded,
as of
October 30, 2007, to include the New Filing Persons. The purpose of the group
of
Filing Persons in holding the Issuer’s Common Stock continues to be seeking to
influence management and the Board of Directors of the Issuer (the “Board”),
and,
if need be, changing 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; and 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
continue to 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 4,139,184 shares of Common Stock, representing
18.6% of the outstanding shares of the Issuer’s Common Stock. Nakash
Energy is the direct owner of 3,365,700 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). An additional 462,896 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.). The remaining 310,588 shares of Common Stock held
by
the group are held by the New Filing Persons, in the following amounts: Chresten
Hedegaard- 64,000 shares; Inga Hedegaard- 26,000 shares; and ApS af 22/5 1996-
220,588 shares (Chresten Hedegaard is the sole stockholder of ApS af 22/5
1996).
16
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. On October 29, 2007 and
October 30, 2007, Nakash Energy acquired an additional 50,000 shares and 25,000
shares of Common Stock, respectively, via open market purchases. Other than
such
transactions and other than joining together to form a group (on October 26,2007), as described in Amendment No. 1, and the expansion of the group to
include the New Filing Persons (on October 30, 2007), as described in this
Amendment No. 2, the Filing Persons have not otherwise engaged in any
transactions with respect to the Issuer’s Common Stock within the past 60
days.
The
18.6%
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.
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 Original Filing Persons
and the Pearlman Filing Persons 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 was attached as Exhibit
99.1
to
Amendment No. 1 and which is incorporated by reference herein (the “Stockholders’
Agreement”).
The
New Filing Persons also became parties to the Stockholders’ Agreement as of
October 30, 2007. Under the Stockholders’ Agreement, the Pearlman Filing Persons
and the New 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 Pearlman
Filing Persons and the New Filing Persons
have
furthermore agreed to deliver proxies to the Original Filing Persons in
furtherance of their commitment to vote as directed by the Original Filing
Persons.
Item
7.
Material
to be filed as
Exhibits
17
Number
Description
99.1*
Form
of Stockholders’ 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.*
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.
