SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Ceristar, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
15677V101
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(CUSIP Number)
Barry Herman
SovCap Equity Partners, Ltd.
Cumberland House, #27 Cumberland Street
P.O. Box N-10818
Nassau, New Providence, The Bahamas
(242) 356-2486
with a copy to:
Michael D. Schwamm, Esq.
Duane Morris LLP
380 Lexington Avenue
New York, NY 10168
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 28, 2004
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(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 which is the subject of this Schedule 13D, and is filing
this schedule because ofss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.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. 15677V101 Page 2 of 14
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SovCap Equity Partners, Ltd.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds: WC, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
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6. Citizenship or Place of Organization Bahamas
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Number of 7. Sole Voting Power 16,091,480
Shares Bene- ------------------------------------------------------------
nicially Owned 8. Shared Voting Power 0
By Each ------------------------------------------------------------
Reporting 9. Sole Dispositive Power 16,091,480
Person With ------------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 16,091,480
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 69.8%
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14. Type of Reporting Person (See Instructions) PN
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CUSIP No. 15677V101 Page 3 of 14
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SovCap Investment Management Group, LLC.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds: OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
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6. Citizenship or Place of Organization Georgia
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Number of 7. Sole Voting Power 0
Shares Bene- ------------------------------------------------------------
nicially Owned 8. Shared Voting Power 0
By Each ------------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ------------------------------------------------------------
10. Shared Dispositive Power 16,091,480
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 16,091,480
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 69.8%
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14. Type of Reporting Person (See Instructions) OO
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CUSIP No. 15677V101 Page 4 of 14
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Paul Hamm
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds: OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
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6. Citizenship or Place of Organization United States
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Number of 7. Sole Voting Power 18,000
Shares Bene- ------------------------------------------------------------
nicially Owned 8. Shared Voting Power 337,058
By Each ------------------------------------------------------------
Reporting 9. Sole Dispositive Power 18,000
Person With ------------------------------------------------------------
10. Shared Dispositive Power 16,428,538
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 16,446,538
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 71.4%
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14. Type of Reporting Person (See Instructions) IN
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CUSIP No. 15677V101 Page 5 of 14
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Martin
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds: OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
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6. Citizenship or Place of Organization United States
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Number of 7. Sole Voting Power 0
Shares Bene- ------------------------------------------------------------
nicially Owned 8. Shared Voting Power 0
By Each ------------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ------------------------------------------------------------
10. Shared Dispositive Power 16,091,480
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 16,091,480
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 69.8%
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14. Type of Reporting Person (See Instructions) IN
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CUSIP No. 15677V101 Page 6 of 14
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AlphaWest Capital Partners LLC.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds: OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
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6. Citizenship or Place of Organization Delaware
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Number of 7. Sole Voting Power 0
Shares Bene- ------------------------------------------------------------
nicially Owned 8. Shared Voting Power 337,058
By Each ------------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ------------------------------------------------------------
10. Shared Dispositive Power 337,058
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 337,058
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 1.5%
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14. Type of Reporting Person (See Instructions) OO
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CUSIP No. 15677V101 Page 7 of 14
This Schedule 13D amends and replaces the Schedule 13G filed on behalf of SovCap
Equity Partners, Ltd., SovCap Investment Management Group, LLC, Paul Hamm and
Peter Martin with the Securities and Exchange Commission on February 5, 2003
(the "Statement") as the result of the acquisition by SovCap Equity Partners LP
of additional shares of common stock of Ceristar, Inc. such that its ownership
exceeded 20% of the issued and outstanding shares of Ceristar, Inc. This
Schedule 13D also reflects the addition of AlphaWest Capital Partners LLC as a
reporting person as a result of its acquisition of shares of common stock of
Ceristar, Inc.
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.001 per share (the "Common Stock"), of Ceristar, Inc.,
a Delaware corporation (the "Company" or "Ceristar"), which has its principal
executive offices at 50 West Broadway, Suite 1100, Salt Lake City, Utah 84119.
Item 2. Identity and Background
(a)-(c) This Schedule 13D is being filed by SovCap Equity Partners, Ltd.,
a Bahamas limited partnership ("SovCap EP"), SovCap Investment Management Group,
LLC, a Georgia limited liability company ("SovCap IMG"), Paul Hamm ("Hamm"),
Peter Martin ("Martin") and AlphaWest Capital Partners LLC, a Delaware limited
liability company ("AlphaWest"). SovCap EP is a private equity fund with a
principal office and principal business address at Cumberland House, #27
Cumberland Street, P.O. Box N-10818, Nassau, New Providence, The Bahamas. SovCap
IMG is the asset management company of SovCap EP with a principal office and
principal business address at 10 Glenlake Parkway, Suite 130, Atlanta, GA 30328.
Hamm and Martin are the managing members of SovCap IMG, each with a principal
office and principal business address at 10 Glenlake Parkway, suite 130,
Atlanta, GA 30328. AlphaWest is a financial advisory firm with a principal
office and principal business address at 10 Glenlake Parkway, Suite 130,
Atlanta, GA 30328. Hamm is the sole member of AlphaWest. Hamm is also serving as
a director and acting Chief Executive Officer of the Company.
SovCap IMG has shared dispositive power (but not voting power) with
respect to the shares of Common Stock owned by SovCap EP. Hamm and Martin, as
the managing members of SovCap IMG, may be deemed to beneficially own any shares
beneficially owned by SovCap IMG. Each of SovCap IMG, Hamm and Martin disclaim
beneficial ownership of the shares held by SovCap EP. As the sole member of
AlphaWest, Hamm may be deemed to have shared voting and dispositive power with
respect to the shares of Common Stock owned by AlphaWest.
The name, residence or business address, and present principal occupation
or employment of each director and executive officer of SovCap EP is as follows:
Residence or Principal Occupation
Name Business Address or Employment
---- ---------------- -------------
Peter D Martin 10 Glenlake Parkway, suite 130, Atlanta, GA 30328 SovCap IMG
Barry W Herman #27 Cumberland Street, Nassau, NP, Bahamas Lion Corp Services
Christian Lori 7002 Chur, Martinsplatz 8, Switzerland Attesta Treuhand -und
Verwaltungs AG
CUSIP No. 15677V101 Page 8 of 14
The name, residence or business address, and present principal occupation
or employment of each managing member and executive officer of SovCap IMG is as
follows:
Residence or Principal Occupation
Name Business Address or Employment
---- ---------------- -------------
Peter D Martin 10 Glenlake Parkway, suite 130, Atlanta, GA 30328 SovCap IMG
Paul Hamm 10 Glenlake Parkway, suite 130, Atlanta, GA 30328 SovCap IMG,
AlphaWest and
Ceristar
The name, residence or business address, and present principal occupation
or employment of the sole member and executive officer of AlphaWest is as
follows:
Residence or Principal Occupation
Name Business Address or Employment
---- ---------------- -------------
Paul Hamm 10 Glenlake Parkway, suite 130, Atlanta, GA 30328 SovCap IMG,
AlphaWest and
Ceristar
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, 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 citizenship of each of the persons identified in this Item 2 is as
follows:
Name Citizenship
---- -----------
Barry Herman United States
Peter Martin United States
Paul Hamm United States
Christian Lori Switzerland
Item 3. Source and Amount of Funds or Other Consideration
During the period from March 7, 2003 through November 20, 2003, SovCap EP
acquired 1,185,888 shares of Common Stock in private transactions directly with
the Company and in open market purchases and in privately negotiated
transactions with third parties for an aggregate purchase price of approximately
$816,000. The source of funds for the acquisition was the available investment
funds of SovCap EP.
During the period from April 14, 2003 to July 21, 2003, SovCap EP sold
412,000 shares of Common Stock in open market sales and in privately negotiated
transactions for an aggregate sale price of approximately $208,000.
CUSIP No. 15677V101 Page 9 of 14
During the period from July 1, 2003 through July 21, 2004. SovCap EP
loaned the Company an aggregate of $2,071,000 pursuant to a series of promissory
notes (the "Notes"). Each of the Notes is due upon demand after the 120th day
following the issue date and carries a repayment premium of 1.5% per month after
the first day of each month after the issue date. The principal amount of the
Notes (together with the repayment premium and accrued and unpaid interest) is
convertible into Common Stock at a conversion price equal to 75% of the average
closing bid price of the Common Stock for the five trading days ending on the
trading day immediately preceding the conversion date. However, under the terms
of the Notes, unless a Note is in Default (as defined in Note) or unless prior
to an Organic Change (as defined in the Note), the holder may not convert any
Note in excess of that number of shares of Common Stock, which upon giving
effect to such conversion, would cause the aggregate number of shares of Common
Stock beneficially owned by the holder and its affiliates to exceed 9.99% of the
outstanding shares of the Common Stock following the conversion (such
limitation, the "Conversion Cap"). As a result of the Conversion Cap, none of
the Notes are currently convertible unless a Default or Organic Change occurs.
On July 28, 2004, SovCap exercised its right to convert the four
promissory notes in aggregate principal amount of $326,000 and received
15,317,592 shares of Common Stock. These Notes were then in Default as a result
of non-payment following demand and accordingly the Conversion Cap was not
applicable to these Notes. This transaction may have resulted in a change of
control of the Company.
During the period from March 25, 2003 through March 31, 2004, Hamm
acquired an aggregate of 13,000 shares of Common Stock in open market purchases
for an aggregate purchase price of approximately $5,240. The source of funds for
such acquisitions were Hamm's personal funds. In addition, on June 5, 2003, Hamm
received 5,000 shares of Common Stock in exchange for consulting services.
During the period from August 25, 2003 through November 26, 2003,
AlphaWest received 206,918 shares of Common Stock in exchange for consulting
services pursuant to the terms of a consulting agreement between AlphaWest and
the Company, dated June 1, 2003. On June 27, 2004, AlphaWest received 130,140
shares of Common Stock in exchange for consulting services pursuant to the terms
of a consulting agreement between AlphaWest and the Company, dated December 15,
2003.
Item 4. Purpose of Transaction
The shares of Common Stock acquired by SovCap EP during the period from
March 7, 2003 through November 20, 2003 and the loans made during the period
from July 1, 2003 through July 21, 2004 were made for investment purposes. At
the time these securities were acquired by SovCap EP, it had no plans or
proposals which related to or would have result in: (a) the acquisition or
disposition by any person of additional securities of Ceristar or disposition of
securities of Ceristar, (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving Ceristar, (c) a sale or transfer
of a material amount of assets of Ceristar or any of its subsidiaries, (d) any
change in the board of directors or management of Ceristar, 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 Ceristar, (f) any other material change in Ceristar's
business or corporate structure, (g) any change in Ceristar's charter, by-laws
or instruments corresponding thereto or other actions which would have impeded
the acquisition of control of Ceristar by any person, (h) a class of securities
of Ceristar to be delisted from a national securities exchange or cease being
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of Ceristar
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934 or (j) any action similar to any of those
enumerated above.
CUSIP No. 15677V101 Page 10 of 14
On June 24, 2004, certain of the Company's officers and officers resigned
and, at the request of the CeriStar Board of Directors and of SovCap EP, Hamm
was appointed as a director and interim Chief Executive Officer by the CeriStar
Board. In the course of evaluating its investment in the Company, SovCap EP
(with the advice of SovCap IMG, Hamm and Martin) determined to convert a
sufficient portion of the Notes to own a majority of the shares of Common Stock
and enable it to exercise control over the policies of the Company should it
determine to do so in order to protect its investment. However, SovCap has not
yet exercised its voting control to effect any change it the structure, policies
or management of the Company. SovCap has and continues to reevaluate its plans
with respect to its investment in Ceristar.
Except as set forth above, each Reporting person does not have any plans
or proposals of the nature described in Items (a) through (j) of Item 4 of
Schedule 13D.
Please refer to Item 3 for additional information responsive to this Item.
Item 5. Interest in Securities of the Issuer
(a)(i) SovCap EP is currently the beneficial owner of 16,091,480 shares
(69.8%) of Common Stock. SovCap EP has sole voting power with respect to the
Common Stock but shares dispositive power with SovCap IMG, its investment
manager.
(ii) SovCap IMG may be deemed to beneficially own the 16,091,480
shares (69.8%) of Common Stock shares beneficially owned by SovCap EP as a
result of its shared dispositive power with respect to the shares of Common
Stock owned by SovCap EP. SovCap IMG does not beneficially owns any shares of
Common Stock, other than the shares of Common Stock owned by SovCap EP and
disclaims beneficial ownership of the shares held by SovCap EP.
(iii) Hamm is currently the beneficially owner of 355,058 shares
(1.5%) of Common Stock, consisting of 18,000 shares of Common Stock owned by
Hamm and 337,058 shares owned by AlphaWest, of which Hamm is the sole member.
Hamm, as a managing member of SovCap IMG, may be deemed to beneficially own any
shares beneficially owned by SovCap IMG, however Hamm disclaim beneficial
ownership of the shares held by SovCap EP.
(iv) Martin, as a managing members of SovCap IMG, may be deemed to
beneficially own any shares beneficially owned by SovCap IMG. Martin does not
beneficially owns any shares of Common Stock, other than the shares of Common
Stock owned by SovCap EP, and disclaims beneficial ownership of the shares held
by SovCap EP.
(v) AlphaWest beneficially owns 337,058 shares (1.5%) of Common
Stock AlphaWest may be deemed to share voting and dispositive power with respect
to these shares with Hamm, the sole member and manager of AlphaWest.
The foregoing percentages are based on 23,048,064 shares of Common Stock
issued and outstanding on August 18, 2004 (as provided by the Company).
(b) Except as to shares for which the reporting person disclaims
beneficial ownership or as set forth above, each reporting person has the sole
power to vote or direct the vote and the sole power to dispose or to direct the
disposition of the securities reported for it or him.
CUSIP No. 15677V101 Page 11 of 14
(c) Please refer to Schedule A for information with respect to
transactions in the securities which were effected during the past sixty days by
each of the reporting persons.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, and the proceeds of sale of, the securities reported
herein as being beneficially owned by each reporting person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None of the reporting person is a party to any contract, arrangement,
understanding or relationship (legal or otherwise) among the reporting persons
named in Item 2 and between such persons and any person with respect to any
securities of the Company , including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put 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
1. Joint Filing Agreement, dated August 20, 2004, among SovCap Equity
Partners, Ltd., SovCap Investment Management Group, LLC, Paul Hamm, Peter
Martin, and AlphaWest Capital Partners LLC.
CUSIP No. 15677V101 Page 12 of 14
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, 2004
SOVCAP EQUITY PARTNERS, LTD.
By /s/ Barry W. Herman
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Name: Barry W Herman
Title: Director
SOVCAP INVESTMENT MANAGEMENT
GROUP, LLC.
By /s/ Paul Hamm
-------------------------------------------------
Name: Paul Hamm
Title: Director
/s/ Paul Hamm
---------------------------------------------------
Paul Hamm
/s/ Peter Martin
---------------------------------------------------
Peter Martin
ALPHAWEST CAPITAL PARTNERS LLC.
By /s/ Paul Hamm
------------------------------------------------
Name: Paul Hamm
Title: Manager
CUSIP No. 15677V101 Page 13 of 14
Schedule A
Recent Transaction
SovCap EP has engaged in the following transactions since May 29, 2004:
(i) On June 16, 2004, SovCap acquired a Note in the principal amount of
$69,000.
(ii) On July 1, 2004, SovCap acquired a Note in the principal amount of
$55,000
(iii) On July 9, 2004, SovCap acquired a Note in the principal amount of
$35,000
(iv) On July 21, 2004, SovCap acquired a Note in the principal amount of
$55,000,
(v) On July 28, 2004, SovCap converted the $35,000 Note issued on July 1,
2003 into 2,592,702 shares of Common Stock.
(vi) On July 28, 2004, SovCap converted the $60,000 Note issued on August
4, 2003 into 2,792,899 shares of Common Stock.
(vii) On July 28, 2004, SovCap converted the $100,000 Note issued on
September 30, 2003 into 4,536,489 shares of Common Stock.
(viii) On July 28, 2004, SovCap converted the $111,000 Note issued on
October 15, 2003 into 5,035,502 shares of Common Stock.
For information with respect to the terms of the Notes, see Item 3.
Except as set for forth above, none of the reporting persons had any transaction
in the Common Stock of the Company sine May 29, 2004
CUSIP No. 15677V101 Page 14 of 14
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, each of the undersigned hereby agrees that the joint filing on behalf
of each of them of a Statement on Schedule 13D, dated August 20, 2004 (including
amendments thereto) with respect to the common stock, par value $.001 per share,
of Ceristar, Inc. may be filed by SovCap Investment Management Group LLC and
further agrees that this Joint Filing Agreement be included as an Exhibit to
such joint filing.
Dated: August 20, 2004
SOVCAP EQUITY PARTNERS, LTD.
By /s/ Barry W. Herman
------------------------------------------------
Name: Barry W Herman
Title: Director
SOVCAP INVESTMENT MANAGEMENT
GROUP, LLC.
By /s/ Paul Hamm
-------------------------------------------------
Name: Paul Hamm
Title: Director
/s/ Paul Hamm
---------------------------------------------------
Paul Hamm
/s/ Peter Martin
---------------------------------------------------
Peter Martin
ALPHAWEST CAPITAL PARTNERS LLC.
By /s/ Paul Hamm
------------------------------------------------
Name: Paul Hamm
Title: Manager