-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O4iZNdi8aMc7r8HtmCMdPxUNc08+TPt+UZPqfqUF+gtcW2let5FnNuKlKgOYlcWP pcQGrBcpeBNM+xBJxxuJSA== 0000929638-07-000130.txt : 20070214 0000929638-07-000130.hdr.sgml : 20070214 20070214131045 ACCESSION NUMBER: 0000929638-07-000130 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: DOUGLAS A. HIRSCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SENESCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0001035354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 841368850 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56243 FILM NUMBER: 07617300 BUSINESS ADDRESS: STREET 1: 34 CHAMBERS STREET STREET 2: PO BOX 3303 CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 6092520880 MAIL ADDRESS: STREET 1: 303 GEORGE STREET STREET 2: SUITE 420 CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 FORMER COMPANY: FORMER CONFORMED NAME: NAVA LEISURE USA INC DATE OF NAME CHANGE: 19970310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Seneca Capital Investments, LLC CENTRAL INDEX KEY: 0001337020 IRS NUMBER: 133928660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-888-2999 MAIL ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 seneca13gsen14feb07.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)* /

 

Senesco Technologies, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

 

817208408

 

(CUSIP Number)

 

December 31, 2006

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

 

o

Rule 13d-1(d)

 

_________________________

 * 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 the disclosures provided in a prior cover page.

The information required in 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.

817208408

 

 

 

 

1

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Seneca Capital Investments, LLC

Douglas A. Hirsch

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)         o

 

(b)         o

3

SEC Use Only

4

Citizenship or Place of Organization.

Seneca Capital Investments, LLC -- Delaware

Douglas A. Hirsch - United States

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

Seneca Capital Investments, LLC - 0 shares

Douglas A. Hirsch - 0 shares

6  Shared Voting Power

Seneca Capital Investments, LLC - 960,970 shares

Douglas A. Hirsch – 960,970 shares

Refer to Item 4 below.

7  Sole Dispositive Power

Seneca Capital Investments, LLC - 0 shares

Douglas A. Hirsch - 0 shares

8  Shared Dispositive Power

Seneca Capital Investments, LLC - 960,970 shares

Douglas A. Hirsch – 960,970 shares

Refer to Item 4 below.

9

Aggregate Amount Beneficially Owned by Each Reporting Person

Seneca Capital Investments, LLC - 960,970 shares

Douglas A. Hirsch – 960,970 shares

Refer to Item 4 below.

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o N/A

 

11

Percent of Class Represented by Amount in Row (9)*

Seneca Capital Investments, LLC - 5.2%

Douglas A. Hirsch – 5.2%

Refer to Item 4 below.

 

12

Type of Reporting Person (See Instructions)

Seneca Capital Investments, LLC - OO (Limited Liability Company)

Douglas A. Hirsch - IN

 

 

Item 1.

(a)

Name of Issuer

 

 

 

CUSIP NO.

817208408

 

 

 

 

 

Senesco Technologies, Inc.

(b)

Address of Issuer’s Principal Executive Offices

 

303 George Street, Suite 420, New Brunswick, New Jersey 08901

 

Item 2.

(a)

Name of Person Filing

 

Seneca Capital Investments, LLC

Douglas A. Hirsch

(b)

Address of Principal Business Office or, if none, Residence

 

Seneca Capital Investments, LLC

Douglas A. Hirsch

c/o Seneca Capital Investments, LLC

590 Madison Avenue

New York, NY 10022

(c)

Citizenship

 

Seneca Capital Investments, LLC - Delaware

Douglas A. Hirsch - United States

(d)

Title of Class of Securities

 

Common Stock, par value $0.01 per share

(e)

CUSIP Number

 

817208408

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

CUSIP NO.

817208408

 

 

 

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount Beneficially Owned**

 

Seneca Capital Investments, LLC - 960,970 shares

Douglas A. Hirsch – 960,970 shares

(b)

Percent of Class

 

Seneca Capital Investments, LLC - 5.2%

Douglas A. Hirsch – 5.2%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote

 

 

Seneca Capital Investments, LLC - 0 shares

Douglas A. Hirsch - 0 shares

 

(ii)

shared power to vote or to direct the vote

 

 

Seneca Capital Investments, LLC - 960,970 shares

Douglas A. Hirsch – 960,970 shares

 

(iii)

sole power to dispose or to direct the disposition of

 

 

Seneca Capital Investments, LLC - 0 shares

Douglas A. Hirsch - 0 shares

 

(iv)

shared power to dispose or to direct the disposition of

 

 

Seneca Capital Investments, LLC - 960,970 shares

Douglas A. Hirsch – 960,970 shares

** Shares reported for Seneca Capital Investments, LLC reflect warrants held of record by private investment funds of which Seneca Capital Investments, LLC is the investment manager or the general partner of the investment manager. Seneca Capital Investments, LLC has voting and investment control over such shares and warrants, but disclaims beneficial ownership of the shares and warrants reported herein except to the extent of its pecuniary interest therein. Shares reported for Douglas A. Hirsch include warrants reported for Seneca Capital Investments, LLC, of which Mr. Hirsch is the managing member, and in such capacity may be deemed to have voting and investment control over such warrants. Mr. Hirsch disclaims beneficial ownership of all such shares and warrants except to the extent of his pecuniary interest therein

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

 

CUSIP NO.

817208408

 

 

 

 

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP NO.

817208408

 

 

 

SIGNATURE

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.

February 14, 2007

SENECA CAPITAL INVESTMENTS, LLC

By: /s/ Douglas A. Hirsch                        

 

Douglas A. Hirsch

 

 

Managing Member

DOUGLAS A. HIRSCH

/s/ Douglas A. Hirsch                  

Douglas A. Hirsch, individually

 

 

 

Exhibit 1

AMENDED AND RESTATED JOINT FILING AGREEMENT

This Amended and Restated Joint Filing Agreement, dated as of February 14, 2007, is by and among Seneca Capital Investments, LLC and Douglas A. Hirsch, an individual (the foregoing are collectively referred to herein as the “Seneca Filers”), and amends and restates in its entirety any prior agreement among any of the Seneca Filers regarding the subject matter hereof.

Each of the Seneca Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of common stock, par value $0.01 per share, of Senesco Technologies, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Seneca Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Amended and Restated Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Amended and Restated Joint Filing Agreement may be terminated by any of the Seneca Filers upon one week’s prior written notice or such lesser period of notice as the Seneca Filers may mutually agree.

 

Executed and delivered as of the date first above written.

SENECA CAPITAL INVESTMENTS, LLC

By: /s/ Douglas A. Hirsch                        

 

Douglas A. Hirsch

Managing Member

DOUGLAS A. HIRSCH

/s/ Douglas A. Hirsch                  

Douglas A. Hirsch, individually

 

 

 

 

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