SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SENESCO TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
817208 40 8
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(CUSIP Number)
Stanford Venture Capital Holdings, Inc.
5050 Westheimer Road
Houston, Texas 77056
Attention: P. Mauricio Alvarado, Esq.
Telephone No.: (713) 964-5100
-----------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Alberto Hernandez, Esq.
Hunton & Williams
1111 Brickell Avenue
Suite 2500
Miami, Florida 33131
November 30, 2001
-----------------
(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 13d-1(e), 13d-1(f) or
or 13d-1(g), check the following box [ ].
Page 1 of 9 Pages
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CUSIP No. 817208 40 8 13D Page 2 of 9 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stanford Venture Capital Holdings, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
1,642,858*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,642,858*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,642,858*
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.76%
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TYPE OF REPORTING PERSON
14
CO
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* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record, if any, by the reporting person. The
filing of this statement shall not be deemed to be an admission that the
reporting person is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this statement.
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CUSIP No. 817208 40 8 13D Page 3 of 9 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
R. Allen Stanford
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States and Antigua
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SOLE VOTING POWER
7
NUMBER OF
1,642,858*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,642,858*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,642,858*
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.76%
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TYPE OF REPORTING PERSON
14
IN
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* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record, if any, by the reporting person. The
filing of this statement shall not be deemed to be an admission that the
reporting person is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this statement.
Stanford Venture Capital Holdings, Inc., a Delaware corporation ("SVCH"),
and R. Allen Stanford ("Stanford") (SVCH and Stanford are sometimes collectively
referred to herein as the "Reporting Persons"), hereby make this single joint
filing statement on Schedule 13D (this "Schedule 13D") to report the beneficial
ownership of shares of common stock, par value $0.01 per share (the "Common
Stock"), of Senesco Technologies, Inc., a Delaware corporation (the "Issuer").
As described in this Schedule 13D, Stanford is joining SVCH in filing this
Schedule 13D because, as the sole shareholder of SVCH, Stanford may be deemed to
indirectly beneficially own the shares of Common Stock that are directly
beneficially owned by SVCH. Each of the Reporting Persons expressly disclaims
beneficial ownership of any shares other than the shares owned of record, if
any, by such Reporting Person. The filing of this Schedule 13D shall not be
deemed to be an admission that any Reporting Person is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the
beneficial owner of any securities covered by this Schedule 13D.
Item 1. Security and Issuer.
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The class of equity securities to which this Schedule 13D relates is the
common stock, par value $0.01 per share, of the Issuer. The principal executive
offices of the Issuer are located at 303 George Street, Suite 420, New
Brunswick, New Jersey 08901.
Item 2. Identity and Background.
-----------------------
(a)-(c), (f) This statement is being filed jointly by Stanford Venture
Capital Holdings, Inc., a Delaware corporation ("SVCH"), and R. Allen Stanford,
a citizen of the United States and Antigua ("Stanford"). The business address of
SVCH and Stanford is 5050 Westheimer Road, Houston, Texas 77056. Stanford is a
director of SVCH and is the sole shareholder of SVCH. SVCH's principal business
is to provide investment capital and other funding to companies in various
industries.
(d)-(e) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was 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.
Item 3. Source and Amount of Funds or Other Consideration.
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Pursuant to a Securities Purchase Agreement, dated as of November 30, 2001
(the "Securities Purchase Agreement"), between SVCH and the Issuer, SVCH
purchased from the Issuer (i) 1,142,858 shares of Common Stock (the "Shares")
and (ii) warrants to purchase 1,000,000 shares of Common Stock (the "Warrants"),
for an aggregate purchase price of $2,000,000 payable in cash. In connection
therewith, the Issuer granted to SVCH certain registration rights with respect
to the Shares and the Warrants (the "Registration Rights Agreement"). Pursuant
to that certain Assignment, Assumption and Joinder Agreement, executed in
connection with the Securities Purchase Agreement (the "Assignment Agreement"),
simultaneously with the purchase of the Shares and the Warrants, SVCH assigned
an aggregate of 500,000 shares of Common Stock underlying the Warrants, such
that, as of the date hereof, SVCH is the direct beneficial owner of 1,142,858
shares of Common Stock of the Issuer, and
warrants to purchase 500,000 shares of Common Stock, such securities
representing approximately 20.76% of the outstanding shares of Common Stock of
the Issuer. SVCH used $2,000,000 of working capital to purchase the Shares and
Warrants reported as being beneficially owned by it in Item 5(a) hereof.
Item 4. Purpose of Transaction.
----------------------
The Reporting Persons own 1,642,858 shares of Common Stock, or
approximately 20.76% of the outstanding Common Stock of the Issuer. The
Reporting Persons' purpose in acquiring the shares of Common Stock reported in
Item 5(a) hereof is for investment purposes. SVCH and the Issuer are currently
in negotiations with respect to the proposed purchase by SVCH of additional
shares of Common Stock for an aggregate purchase price of $1,000,000, pursuant
to terms and conditions that are similar to those set forth in the Securities
Purchase Agreement. SVCH's purpose in acquiring such additional shares of Common
Stock would be for investment purposes.
Except as set forth above, the Reporting Persons do not have any plans or
proposals that relate to or would result in: (i) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer; (iii) a sale or transfer of
a material amount of assets of the Issuer; (iv) 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; (v) any material change in the present capitalization or dividend policy
of the Issuer; (vi) any other material change in the Issuer's business or
corporate structure; (vii) 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; (viii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an interdealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to
any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) The aggregate number and percentage of shares of Common Stock to
which this Schedule 13D relates is 1,642,858 shares (including 500,000 shares of
Common Stock issuable upon the exercise of immediately exercisable warrants),
representing 20.76% of the shares of Common Stock outstanding, as represented to
the Reporting Persons by the Issuer. SVCH directly beneficially owns all of such
1,642,858 shares to which this Schedule 13D relates. Stanford, as the sole
shareholder of SVCH, could be deemed to have indirect beneficial ownership of
the shares of Common Stock directly beneficially owned by SVCH.
(b) SVCH, together with Stanford, has the shared power to vote or direct
the vote and the shared power to dispose or to direct the disposition of the
shares of Common Stock reported as beneficially owned by it in Item 5(a) hereof.
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(c) The Reporting Persons' only transaction in shares of Common Stock
during the past 60 days was the consummation of the Securities Purchase
Agreement identified in Item 3 hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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Except as described in Item 4 hereof, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Persons, or between the Reporting Persons and any person, with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any of the securities of the Issuer, finders' fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following documents are being filed as exhibits to this Schedule 13D
and are each incorporated herein by reference:
Exhibit 10.1 Securities Purchase Agreement, dated as of November 30,
2001, by and between Stanford Venture Capital Holdings, Inc.
and Senesco Technologies, Inc.
Exhibit 10.2 Warrant dated as of December 2, 2001, issued to Stanford
Venture Capital Holdings, Inc. to purchase common stock at
$2 per share.
Exhibit 10.3 Warrant dated as of December 2, 2001, issued to Stanford
Venture Capital Holdings, Inc. to purchase common stock at
$3.25 per share.
Exhibit 10.4 Registration Rights Agreement, dated as of November 30,
2001, by and between Stanford Venture Capital Holdings, Inc.
and Senesco Technologies, Inc.
Exhibit 10.5 Assignment, Assumption and Joinder Agreement, dated as of
December 3, 2001, by and among Senesco Technologies, Inc.,
Stanford Venture Capital Holdings, Inc., Daniel T. Bogar,
William R. Fusselmann, Osvaldo Pi and Ronald M. Stein.
Exhibit 99.1 Joint Filing Agreement, dated as of December 27, 2001, by
and between Stanford Venture Capital Holdings, Inc. and R.
Allen Stanford.
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SIGNATURE
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After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: December 31, 2001 /s/ R. Allen Stanford
---------------------------------
R. Allen Stanford
Date: December 31, 2001 STANFORD VENTURE CAPITAL HOLDINGS, INC.
By: /s/ Yolanda M. Suarez
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Name: Yolanda M. Suarez
Title: Secretary
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EXHIBIT INDEX
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Exhibit No. Exhibit Description
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Exhibit 10.1 Securities Purchase Agreement, dated as of November 30, 2001,
by and between Stanford Venture Capital Holdings, Inc. and
Senesco Technologies, Inc.
Exhibit 10.2 Warrant dated as of December 2, 2001, issued to Stanford
Venture Capital Holdings, Inc. to purchase common stock at $2
per share.
Exhibit 10.3 Warrant dated as of December 2, 2001, issued to Stanford
Venture Capital Holdings, Inc. to purchase common stock at
$3.25 per share.
Exhibit 10.4 Registration Rights Agreement, dated as of November 30, 2001,
by and between Stanford Venture Capital Holdings, Inc. and
Senesco Technologies, Inc.
Exhibit 10.5 Assignment, Assumption and Joinder Agreement, dated as of
December 3, 2001, by and among Senesco Technologies, Inc.,
Stanford Venture Capital Holdings, Inc., Daniel T. Bogar,
William R. Fusselmann, Osvaldo Pi and Ronald M. Stein.
Exhibit 99.1 Joint Filing Agreement, dated as of December 27, 2001, by and
between Stanford Venture Capital Holdings, Inc. and R. Allen
Stanford.
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