This statement relates to shares of Common Stock, Par Value $0.0001(the "Stock"), of Juhl Wind, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 996 190th Avenue, Woodstock, MN 58186.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the reporting person is Daybreak Special Situations Master Fund, Ltd. (the “Reporting Person”).
(b) The address of the Reporting Person is 100 E. Cook Road, 1st Floor, Libertyville, Illinois 60048.
(c) N/A.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
(f) The Reporting Person is a Cayman Islands exempted company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 24, 2008, the Reporting Person entered into a Securities Purchase Agreement with the Issuer pursuant to which the Reporting Person purchased shares of the Issuer’s Series A Preferred Stock, Series A Warrant Shares, Series B Warrant Shares and Series C Warrant Shares for the subscription price of $500,000.
On June 29, 2009, the Reporting Person entered into a Warrant Amendment Agreement with the Issuer whereby the parties agreed that the Reporting Person would exercise a portion of its Series A Warrants resulting in the issuance of 197,368 shares of Series B Convertible Preferred Stock to the Reporting Person.
On June 29, 2009, the Reporting Person entered into an agreement with the Issuer whereby the Issuer and the Reporting Person agreed to exchange the Reporting Person’s remaining Series A Warrants, and all of their Series B and Series C Warrants for 442,846 shares of the Company’s Series B Convertible Preferred Stock.
Common shares held in the name of the Reporting Person have been issued as a result of Series A dividends or penalty payments pursuant to the above-referenced agreements.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Stock pursuant to the transactions described in Item 3 of this Schedule 13D which is incorporated herein by reference.
The Reporting Person has no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to case to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person is the beneficial owner of 2,885,919 shares of Common Stock of the Issuer, representing approximately 13.11% of the issued and outstanding shares of the Issuer’s Common Stock based upon 21,157,401 shares of Common Stock outstanding as of August 11, 2010 as reported by the Issuer in its Form 10-Q for the quarterly period ended June 30, 2010, filed with the SEC on August 16, 2010. The shares of common stock underlying convertible shares are deemed outstanding for purposes of computing the percentage of the Reporting Person.
(b) The powers that the Reporting Person has relative to the shares discussed herein may be found in rows 7 through 10 of the cover page of this Schedule which is hereby incorporated herein by reference.
(c) On July 1, 2010, the Reporting Person received its quarterly award of common stock issued as a dividend on its Series A Preferred Stock. With the exception of this award, during the past sixty days, the Reporting Person has not effected a transaction in the Common Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
| Exhibit 1 | Securities Purchase Agreement, dated June 24, 2008, between Juhl Wind, Inc. and each of Vision Opportunity Master Fund, Ltd., Daybreak Special Situations Master Fund, Ltd., Bruce Meyers and Imtiaz Khan1 |
| Exhibit 2 | Warrant Amendment Agreement dated June 29, 2009 among Juhl Wind, Inc. and each of Vision Opportunity Master Fund, Ltd., Daybreak Special Situations Master Fund, Ltd., Bruce Meyers and Imtiaz Khan2 |
| Exhibit 3 | Securities Exchange Agreement dated June 29, 2009 among Juhl Wind, Inc. and each of Vision Opportunity Master Fund, Ltd., Daybreak Special Situations Master Fund, Ltd., Bruce Meyers and Imtiaz Khan2 |
1Incorporated by reference to the exhibits included with the Issuer’ Current Report on Form 8-K dated June 24, 2008, and filed with the U. S. Securities and Exchange Commission on June 25, 2008.
2Incorporated by reference to the exhibits included with the Issuer’s Current Report on Form 8-K dated July 1, 2009, and filed with the U. S. Securities and Exchange Commission on July 1, 2009.
CUSIP NUMBER 48131M102
SIGNATURES
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.
| | DATED: August 20, 2010 | |
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| | DAYBREAK SPECIAL SITUATIONS MASTER FUND, LTD. | |
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| | By: | /s/John G. Prinz | |
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| | Its | Managing Partner of General Partner | |
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