UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
EnergyConnect Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
292748100
(Cusip Number)
Andrew S. Craig, 5300 Meadows Road, Suite 400, Lake Oswego, Oregon 97503
(503) 419-3500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 15, 2010
(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 §§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 §240.13d-7 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).
CUSIP No. 292748100
1. | Name of Reporting Person: | I.R.S. Identification Nos. of above persons (entities only): |
Aequitas Management, LLC | 41-2224801 | |
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |
(a) ¨ | ||
(b) ¨ | ||
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): ¨ | |
6. | Citizenship or Place of Organization: | |
Oregon |
Number of | 7. | Sole Voting Power: | 0 |
Shares | |||
Beneficially | 8. | Shared Voting Power: | 40,086,557 |
Owned by | |||
Each | 9. | Sole Dispositive Power: | 0 |
Reporting | |||
Person With | 10. | Shared Dispositive Power: | 40,086,557 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 40,086,557 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
13. | Percent of Class Represented by Amount in Row (11): 30.1% |
14. | Type of Reporting Person (See Instructions): |
OO |
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CUSIP No. 292748100
1. | Name of Reporting Person: | I.R.S. Identification Nos. of above persons (entities only): |
Aequitas Holdings, LLC | 93-0891635 | |
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |
(a) ¨ | ||
(b) ¨ | ||
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): ¨ | |
6. | Citizenship or Place of Organization: | |
Oregon |
Number of | 7. | Sole Voting Power: | 0 |
Shares | |||
Beneficially | 8. | Shared Voting Power: | 40,086,557 |
Owned by | |||
Each | 9. | Sole Dispositive Power: | 0 |
Reporting | |||
Person With | 10. | Shared Dispositive Power: | 40,086,557 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 40,086,557 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
13. | Percent of Class Represented by Amount in Row (11): 30.1% |
14. | Type of Reporting Person (See Instructions): |
OO |
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CUSIP No. 292748100
1. | Name of Reporting Person: | I.R.S. Identification Nos. of above persons (entities only): |
Aequitas Capital Management, Inc. | 93-1125780 | |
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |
(a) ¨ | ||
(b) ¨ | ||
3. | SEC Use Only: | |
4. | Source of Funds (See Instructions): | |
WC, AF | ||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨ | |
6. | Citizenship or Place of Organization: | |
Oregon |
Number of | 7. | Sole Voting Power: | 0 |
Shares | |||
Beneficially | 8. | Shared Voting Power: | 40,086,557 |
Owned by | |||
Each | 9. | Sole Dispositive Power: | 0 |
Reporting | |||
Person With | 10. | Shared Dispositive Power: | 40,086,557 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 40,086,557 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
13. | Percent of Class Represented by Amount in Row (11): 30.1% |
14. | Type of Reporting Person (See Instructions): |
CO |
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CUSIP No. 292748100
1. | Name of Reporting Person: | I.R.S. Identification Nos. of above persons (entities only): |
Aequitas Commercial Finance, LLC | 02-0675916 | |
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |
(a) ¨ | ||
(b) ¨ | ||
3. | SEC Use Only: | |
4. | Source of Funds (See Instructions): | |
WC, AF | ||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨ | |
6. | Citizenship or Place of Organization: | |
Oregon |
Number of | 7. | Sole Voting Power: | 0 |
Shares | |||
Beneficially | 8. | Shared Voting Power: | 39,818,611 |
Owned by | |||
Each | 9. | Sole Dispositive Power: | 0 |
Reporting | |||
Person With | 10. | Shared Dispositive Power: | 39,818,611 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 39,818,611 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
13. | Percent of Class Represented by Amount in Row (11): 29.9% |
14. | Type of Reporting Person (See Instructions): |
OO |
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CUSIP No. 292748100
1. | Name of Reporting Person: | I.R.S. Identification Nos. of above persons (entities only): |
CarePayment, LLC | 59-3788083 | |
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |
(a) ¨ | ||
(b) ¨ | ||
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): ¨ | |
6. | Citizenship or Place of Organization: | |
Oregon |
Number of | 7. | Sole Voting Power: | 0 |
Shares | |||
Beneficially | 8. | Shared Voting Power: | 18,750,000 |
Owned by | |||
Each | 9. | Sole Dispositive Power: | 0 |
Reporting | |||
Person With | 10. | Shared Dispositive Power: | 18,750,000 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 18,750,000 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
13. | Percent of Class Represented by Amount in Row (11): 14.1% |
14. | Type of Reporting Person (See Instructions): |
OO |
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CUSIP No. 292748100
1. | Name of Reporting Person: | I.R.S. Identification Nos. of above persons (entities only): |
Christenson Leasing Company, LLC | 93-1292622 | |
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |
(a) ¨ | ||
(b) ¨ | ||
3. | SEC Use Only: | |
4. | Source of Funds (See Instructions): | |
WC, AF | ||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨ | |
6. | Citizenship or Place of Organization: | |
Oregon |
Number of | 7. | Sole Voting Power: | 0 |
Shares | |||
Beneficially | 8. | Shared Voting Power: | 400,000 |
Owned by | |||
Each | 9. | Sole Dispositive Power: | 0 |
Reporting | |||
Person With | 10. | Shared Dispositive Power: | 400,000 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 400,000 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
13. | Percent of Class Represented by Amount in Row (11): 0.3% |
14. | Type of Reporting Person (See Instructions): |
OO |
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Explanatory Note: This Amendment No. 4 (this "Amendment") is being filed to amend certain information provided in the Schedule 13D/A (Amendment No. 3) (the "Prior Filing") filed by the Reporting Persons on September 13, 2010. Each capitalized term that is used but not defined in this Amendment has the meaning given to that term in the Prior Filing.
Item 2. | Identity and Background |
Item 2 of the Prior Filing is amended and restated in its entirety to read as follows:
This Amendment is filed jointly by each of the persons listed below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Act").
The persons listed below are collectively referred to as the "Reporting Persons." The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is filed with this Amendment as Exhibit 99.1, which is incorporated by reference, pursuant to which the Reporting Persons have agreed to file this Amendment jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group.
The following are Reporting Persons:
1. | Aequitas Management, LLC |
(a) | Name and State of Organization: Aequitas Management, LLC, an Oregon limited liability company ("AML") |
(b) | Present Principal Business: Holding company |
2. | Aequitas Holdings, LLC |
(a) | Name and State of Organization: Aequitas Holdings, LLC, an Oregon limited liability company ("Holdings") |
(b) | Present Principal Business: Holding company |
3. | Aequitas Capital Management, Inc. |
(a) | Name and State of Incorporation: Aequitas Capital Management, Inc., an Oregon corporation ("ACM") |
(b) | Present Principal Business: Business consulting and investment banking and advisory services |
4. | Aequitas Commercial Finance, LLC |
(a) | Name and State of Incorporation: Aequitas Commercial Finance, LLC, an Oregon limited liability company ("ACF") |
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(b) | Present Principal Business: Specialty finance company |
5. CarePayment, LLC
(a) | Name and State or Organization: CarePayment, LLC, an Oregon limited liability company ("CPLLC") |
(b) | Present Principal Business: Acquisition of hospital accounts receivable |
6. Christenson Leasing Company, LLC
(a) | Name and State or Organization: Christenson Leasing Company, LLC, an Oregon limited liability company ("CLC") |
(b) | Present Principal Business: Holding company |
The address of the principal office of each of the Reporting Persons is 5300 Meadows Road, Suite 400, Lake Oswego, Oregon 97035.
AML is the manager of Holdings, which is the sole shareholder of ACM. ACM is the manager of each of ACF, CPLLC and CLC. ACF is the sole member of each of CPLLC and CLC. All investment and voting decisions with respect to the Shares of the Company owned by the Reporting Persons are directly made by the Public Securities Investment Committee of ACM.
The name, citizenship and present principal occupation or employment for each director and executive officer of each Reporting Person are set forth on attached Schedule A. The business address of each person listed on attached Schedule A is 5300 Meadows Road, Suite 400, Lake Oswego, Oregon 97035
During the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons listed on Schedule A have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Prior Filing is hereby supplemented with the following paragraphs:
On September 16, 2010, warrants to purchase an aggregate of 13,865 Shares that were held by ACM expired unexercised; on October 3, 2010, warrants to purchase an aggregate of 6,025 Shares that were held by ACM expired unexercised; on October 13, 2010, warrants to purchase an aggregate of 632,877 Shares that were held by ACM expired unexercised.
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Effective November 15, 2010, ACF transferred an aggregate of 18,750,000 Shares to its wholly-owned subsidiary, CPLLC. A form of stock power evidencing this transfer is attached to this Amendment as an Exhibit (Exhibit 99.12).
Item 4. | Purpose of the transaction |
Item 4 of the Prior Filing is hereby amended and restated in its entirety to read as follows:
On September 8, 2010 (the "Conversion Date"), ACF converted all but a nominal amount of the outstanding principal amount of, and accrued but unpaid interest due under, the Note into Shares of the Company. The aggregate outstanding principal amount and accrued but unpaid interest due under the Note as of September 8, 2010 was approximately $3,307,279.26. The conversion rate was $0.0906 per share. As a result of the conversion, the Company issued to ACF approximately 36,504,180 Shares (the "Conversion Shares"). The nominal amount remaining due under the Note after the conversion was fully paid by the Company, and the Note and the related Business Loan Agreement, as amended by the Note Amendment, were terminated on October 1, 2010.
Andrew N. MacRitchie and Thomas Reiter were each nominated by ACF and elected by the board of directors of the Company to fill vacancies and serve as directors of the Company in November 2010. Mr. MacRitchie is an officer of each of AML, Holdings, ACM and ACF, and is a member of the board of directors of ACM, all as more fully described on attached Schedule A.
The Reporting Persons intend to continue having conversations with the Company's management to discuss the business and operations of the Company, strategic alternatives and the maximization of shareholder value. Also, consistent with their investment intent, the Reporting Persons may engage in communications with one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company regarding the Company, including but not limited to its operations.
The Reporting Persons may, from time to time and at any time, acquire additional Shares and/or other equity, debt, notes, instruments or other securities of the Company (collectively, "Securities") in the open market or otherwise. The Reporting Persons reserve the right to dispose of any or all of their Securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Securities. No Reporting Person has made a determination regarding a maximum or minimum number of Securities which it may hold at any point in time.
The Reporting Persons, or any of them, may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
Paragraphs (a), (b) and (c) of Item 5 of the Prior Filing are amended and restated in their entirety to read as follows:
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(a), (b) | The information set forth in Rows 7 through 13 of the cover page hereto for each Reporting Person is incorporated by reference. The percentage amount set forth in Row 13 for all cover pages is calculated based upon 133,102,130 Shares outstanding as of October 2, 2010 as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2010 and filed with the Securities and Exchange Commission on November 9, 2010. |
Each of AML and Holdings may, by virtue of their relationship to ACM (as disclosed in Item 2), be deemed indirectly to own beneficially (as that term is defined in Rule 13d-3 of the Act) the Shares that ACM, ACF, CPLLC and CLC directly own. ACM may, by virtue of its relationship to ACF, CPLLC and CLC (as disclosed in Item 2), be deemed indirectly to own beneficially the Shares that ACF, CPLLC and CLC directly own. ACF may, by virtue of its relationship to CPLLC and CLC (as disclosed in Item 2), be deemed indirectly to own beneficially the Shares that CPLLC and CLC directly own.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement will not be construed as an admission that any of them are, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any Shares that are held by any other Reporting Person.
See Item 3 for a description of which Reporting Persons have rights to acquire Shares.
(c) See Item 3 and Item 4.
Item 7. | Material to be Filed as Exhibits |
Exhibit Number: | Exhibit Description: | |
99.1 | Joint Filing Agreement | |
99.10 | Convertible Secured Promissory Note dated February 26, 2009 (incorporated by reference to Exhibit 99.10 of the Prior Filing) | |
99.11 | First Amendment to Business Loan Agreement and Convertible Secured Promissory Note effective December 30, 2009 (incorporated by reference to Exhibit 10.4 of the Company's Form 10-K filed on March 18, 2010) | |
99.12 | Stock Power |
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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.
Date: December 7, 2010
AEQUITAS MANAGEMENT, LLC | ||
/s/ Robert J. Jesenik | ||
By: | Robert J. Jesenik | |
Its: | President | |
AEQUITAS HOLDINGS, LLC | ||
/s/ Robert J. Jesenik | ||
By: | Robert J. Jesenik | |
Its: | President | |
AEQUITAS CAPITAL MANAGEMENT, INC. | ||
/s/ Robert J. Jesenik | ||
By: | Robert J. Jesenik | |
Its: | Chief Executive Officer | |
AEQUITAS COMMERCIAL FINANCE, LLC, by Aequitas Capital Management, Inc., its Manager | ||
/s/ Robert J. Jesenik | ||
By: | Robert J. Jesenik | |
Its: | Chief Executive Officer | |
CAREPAYMENT, LLC, by Aequitas Capital Management, Inc., its Manager | ||
/s/ Robert J. Jesenik | ||
By: | Robert J. Jesenik | |
Its: | Chief Executive Officer | |
CHRISTENSON LEASING COMPANY, LLC, by Aequitas Capital Management, Inc., its Manager | ||
/s/ Robert J. Jesenik | ||
By: | Robert J. Jesenik | |
Its: | Chief Executive Officer |
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
Aequitas Management, LLC
Name: | Principal occupation or employment: | |
Robert J. Jesenik | President, Manager | |
Andrew N. MacRitchie | Executive VP, Manager | |
Brian A. Oliver | Executive VP, Manager | |
Patricia J. Brown | Senior VP, Finance | |
Andrew S. Craig | Secretary |
Aequitas Holdings, LLC
Name: | Principal occupation or employment: | |
Robert J. Jesenik | President | |
Andrew N. MacRitchie | Executive VP | |
Brian A. Oliver | Executive VP | |
Patricia J. Brown | Senior VP, Finance | |
Andrew S. Craig | Secretary | |
Aequitas Management, LLC | Manager |
Aequitas Capital Management, Inc.
Name: | Principal occupation or employment: | |
Robert J. Jesenik | Director, Chairman of the Board, Chief Executive Officer, President | |
Brian A. Oliver | Director, Executive Vice President | |
Andrew N. MacRitchie | Director, Executive Vice President, Public Securities Investment Committee member | |
Steven M. Wright | Executive VP | |
Thomas A. Szabo | Executive VP | |
Thomas A. Sidley | Vice President, Public Securities Investment Committee Member | |
William McCormick | Public Securities Investment Committee member | |
Patricia J. Brown | Senior Vice President (Finance) | |
Wayne Marschall | Senior Vice President, Portfolio Finance | |
Andrew S. Craig | Secretary |
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Aequitas Commercial Finance, LLC
Name: | Principal occupation or employment: | |
Robert J. Jesenik | President | |
Andrew N. MacRitchie | Executive VP | |
Brian A. Oliver | Executive VP | |
Patricia J. Brown | Senior VP, Finance | |
Andrew S. Craig | Secretary | |
Aequitas Capital Management, Inc. | Manager |
CarePayment, LLC
Name: | Principal occupation or employment: | |
Aequitas Capital Management, Inc. | Manager |
Christenson Leasing Company, LLC
Name: | Principal occupation or employment: | |
Aequitas Capital Management, Inc. | Manager |
Except for Mr. MacRitchie, each person listed in this Schedule A is a citizen of the United States. Mr. MacRitchie is a citizen of the United Kingdom.
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