CUSIP No. 834156101
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 7)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SOLAR ENERTECH CORP.
(NAME OF ISSUER)
COMMON STOCK, $0.001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
834156101
(CUSIP NUMBER)
Joseph P. Bartlett
The Law Offices of Joseph P. Bartlett, A Professional Corporation
17050 SUNSET BLVD., # D
PACIFIC PALISADES, CA 90272
(310) 584-1234
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 7, 2010
(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).
CUSIP No. 834156101
(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) /X/
(B) / /
- --------------------------------------------------------------------------------
(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
Beneficially Owned 125,696,689 (1)
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
125,696,689 (1)
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
125,696,689 (1)
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
54.1% (1)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
__________________
(1) Calculated in accordance with Rule 13D. See Item 5(a) for a more detailed
explanation.
CUSIP No. 834156101
(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) /X/
(B) / /
- --------------------------------------------------------------------------------
(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
Beneficially Owned 125,696,689 (1)
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
125,696,689 (1)
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
125,696,689 (1)
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
54.1% (1)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
____________________
(1) Calculated in accordance with Rule 13D. See Item 5(a) for a more detailed
explanation.
CUSIP No. 834156101
(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) /X/
(B) / /
- --------------------------------------------------------------------------------
(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
Beneficially Owned 125,696,689 (1)
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
125,696,689 (1)
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
125,696,689 (1)
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
54.1% (1)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
OO
- --------------------------------------------------------------------------------
___________________
(1) Calculated in accordance with Rule 13D. See Item 5(a) for a more detailed
explanation.
CUSIP No. 834156101
Item 1.
This Amendment No. 7 to Schedule 13D (this "Amendment No. 7") 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 January 28, 2008 and prior amendments thereto (collectively, the
"Prior Schedules"). Capitalized terms used in this Amendment No. 7 but not
otherwise defined herein have the meanings given to them in the Prior Schedules.
Except as otherwise set forth herein, this Amendment No. 7 does not modify any
of the information previously reported by the Reporting Persons in the Prior
Schedules.
Item 4. Purpose of Transaction
This Amendment No. 7 is being made to disclose that Reporting Persons
are no longer holding their securities of the Issuer strictly for investment
purposes and, on January 7, 2010, have entered into with the Issuer the
following:
(a) Series A and Series B Notes Conversion Agreement (the "Conversion
Agreement"), pursuant to which the Reporting Persons' Series A Note and Series B
Note have been amended and election has been taken such that all outstanding
principal and accrued but unpaid interest with respect to such Notes have been
converted into shares of Common Stock at a conversion price of $0.15 per share;
(b) Amendment to the Series A, Series B and Series C Warrants (the
"Warrant Amendment"), which reduced the exercise price for all of the Reporting
Persons' Series A Warrants, Series B Warrants and Series C Warrants to $0.15 per
share, removed certain maximum ownership provisions therein and removed certain
anti-dilution provisions therein for lower-priced security issuances; and
(c) Voting Agreement, under which the Trust and Leo Shi Young agreed to
nominate to the Board of Directors of the Issuer:
(i) two individuals designated by the Trust;
(ii) Mr. Young;
(iii) one individual designated by Mr. Young; and
(iv) one individual designated by the Trust who shall have a
background appropriate for service on the Issuer's audit committee and,
if possible, industry experience.
In accordance with the Voting Agreement, the Trust and Mr. Young
nominated David A. Field and David Anthony as the Trust's designees to the Board
of the Directors of the Issuer and their appointment became effective as of
January 12, 2010.
A copy of the Conversion Agreement, Warrant Amendment and Voting
Agreement are attached as Exhibits 10.1, 10.2 and 10.5, respectively, to the
Form 8-K filed by the Issuer with the SEC on January 11, 2010, and the full text
of which are incorporated herein by this reference.
The Reporting Persons have not determined but reserve the right to
exercise and/or convert their equity securities of the Issuer, purchase
additional shares of Common Stock in the open market or in private transactions,
or take other actions to increase the Reporting Persons' economic stake and
voting influence over the Issuer. The Reporting Persons may also from time to
time determine to sell Common Stock and other securities in the open market or
in private transactions.
CUSIP No. 834156101
The Reporting Persons expressly retain their rights to further modify
their plans with respect to the transactions described in this Amendment No. 7
or Prior Schedules and, depending upon their further investigation of the Issuer
and market conditions, to formulate different plans and proposals which could
result in the occurrence of any other actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D, subject to applicable laws and regulations.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons hereby disclose their beneficial ownership of
the Issuer as follows:
(i) 83,127,191 shares of Common Stock;
(ii) Currently exercisable Warrant to purchase up to 507,247
shares of Common Stock at an exercise price of $0.69 per share;
(iii) currently exercisable Warrant to purchase up to 405,264
shares of Common Stock at an exercise price of $0.57 per share;
(iv) currently exercisable Warrant to purchase up to 1,105,264
shares of Common Stock at an exercise price of $0.57 per share;
(v) currently exercisable Series A Warrants to purchase up to
4,347,826 shares of Common Stock at an exercise price of $0.15 per
share;
(vi) currently exercisable Series B Warrants to purchase up to
13,090,261 shares of Common Stock at an exercise price of $0.15 per
share; and
(vii) currently exercisable Series C Warrants to purchase up
to 23,151,136 shares of Common Stock at an exercise price of $0.15 per
share (collectively, the "Quercus Securities").
In accordance with Rule 13D, the Reporting Persons are deemed
beneficial owners of the Quercus Securities, accounting for a total of
125,696,689 shares of Common Stock and 54.1% of the sum of (A) the total
outstanding shares of Common Stock as reported by the Issuer on its Form 10-K
filed with the SEC on January 12, 2010, (B) the shares of Common Stock issued in
connection with the Conversion Agreement on January 7, 2010 and (iii) giving
dilutive effect to the exercise of all of the Warrants held by the Reporting
Persons.
(b) The Reporting Persons have shared voting and dispositive power with
respect to the Quercus Securities. Each of David Gelbaum and Monica Chavez
Gelbaum, acting alone, has the power to exercise voting and investment control
over the shares of Common Stock owned by the Trust.
(c) On January 7, 2010, pursuant to the Conversion Agreement, the
Reporting Persons converted their Series A Note into 16,239,546 shares of Common
Stock and Series B Note into 44,282,709 shares of Common Stock, both at a
conversion price of $0.15 per share. Further, pursuant to the Warrant Amendment,
the exercise price of the Reporting Persons' Series A, Series B and Series C
Warrants was reduced to $0.15 per share.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 834156101
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
(a) 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.
(b) Series A and Series B Notes Conversion Agreement dated January 7,
2010
(c) Amendment to the Series A, Series B and Series C Warrants dated
January 7, 2010
(d) Voting Agreement dated January 7, 2010
Item 7. Material to Be Filed as Exhibits
Exhibit A: Agreement Regarding Joint Filing of Amendment No. 7 to
Schedule 13D.
CUSIP No. 834156101
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 13, 2010 /s/ David Gelbaum
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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
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The Quercus Trust, David Gelbaum, Co-Trustee
of The Quercus Trust
CUSIP No. 834156101
EXHIBIT A
AGREEMENT REGARDING JOINT FILING OF AMENDMETNT NO. 7 TO SCHEDULE 13D
The undersigned agree that the Amendment No. 7 to Schedule 13D with
respect to the Common Stock of Solar EnerTech Corp. is a joint filing being made
on their behalf.
Dated: January 13, 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