Schedule 13G

-----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, F/MK2e/TUYGZjZNcLNuYNurL7rLw0l7wa+0VrJEzh8Nqu1KnU5kasnUPPx4SnQdl fAsjH22sbO9LBYpockf1+w== 0001193125-05-141541.txt : 20050713 0001193125-05-141541.hdr.sgml : 20050713 20050713153241 ACCESSION NUMBER: 0001193125-05-141541 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050713 DATE AS OF CHANGE: 20050713 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH BIOTECHNOLOGIES INC CENTRAL INDEX KEY: 0001042418 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 541641133 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51823 FILM NUMBER: 05952338 BUSINESS ADDRESS: STREET 1: 601 BIOTECH DRIVE CITY: RICHMOND STATE: VA ZIP: 23235 BUSINESS PHONE: 8046483820 MAIL ADDRESS: STREET 1: 601 BIOTECH DRIVE CITY: RICHMOND STATE: VA ZIP: 23235 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEARS SAMUEL P JR CENTRAL INDEX KEY: 0001238483 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 35 ELM STREET CITY: DENNIS STATE: MA ZIP: 02638 BUSINESS PHONE: 5083857367 MAIL ADDRESS: STREET 1: 35 ELM STREET CITY: DENNIS STATE: MA ZIP: 02638 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Commonwealth Biotechnologies, Inc.

(Name of Issuer)

Common Stock, without par value

(Title of Class of Securities)

202739 10 8

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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 . 202739 10 8


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Samuel P. Sears, Jr.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b)
3.		SEC Use Only
4.		Citizenship or Place of Organization USA

Number of

Beneficially by

Owned by

Each

Reporting

Person

With:

5. Sole Voting Power

171,976 (1)

6. Shared Voting Power

—

7. Sole Dispositive Power

171,976 (1)

8. Shared Dispositive Power

—


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 171,976 (1)
10.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A
11.		Percent of Class Represented by Amount in Row (11) 5.3%
12.		Type of Reporting Person (See Instructions) IN

(1)	Includes currently exercisable options to purchase an aggregate of 29,029 shares of common stock.

Page 2 of 6

Item 1

(a)

Name of Issuer

Commonwealth Biotechnologies, Inc.

(b)

Address of Issuer’s Principal Executive Offices

601 Biotech Drive

Richmond, Virginia 23235

Item 2

(a)

Name of Person Filing

Samuel P. Sears, Jr.

(b)

Address of Principal Business Office or, if None, Residence

601 Biotech Drive

Richmond, Virginia 23235

(c)

Citizenship

United States

(d)

Title of Class of Securities

Common Stock, without par value

(e)

CUSIP No.

202739 10 8

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)

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

(b)

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

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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)

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

Page 3 of 6



Item 4		Ownership

		The information in Items 1 through 11 on the cover page (page 2) on Schedule 13G is hereby incorporated by reference.

Item 5		Ownership of Five Percent or Less of Class

		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 acquired in the ordinary course of business and were not acquired for the purposes of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired with or as a participant in any transaction having such purposes or effect.

Page 4 of 6

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.


		July 12, 2005
		Date

		Samuel P. Sears, Jr.

		/s/ Bradley A. Haneberg
By:		Bradley A. Haneberg*
Title:		Attorney-in-Fact

*	Duly authorized under Special Power of Attorney appointing Bradley A. Haneberg attorney-in-fact, dated June 27, 2005, by and on behalf of Samuel P. Sears, Jr., filed as Exhibit 99.1 to this Schedule 13G

Page 5 of 6

EXHIBIT INDEX


Exhibit		Title
99.1		Special Power of Attorney, dated June 27, 2005, by and on behalf of Samuel P. Sears, Jr.

Page 6 of 6

EX-99.1 2 dex991.htm SPECIAL POWER OF ATTORNEY Special Power of Attorney

Exhibit 99.1

SPECIAL POWER OF ATTORNEY

The undersigned, Samuel P. Sears, Jr., does hereby constitute and appoint Bradley A. Haneberg, Esq. as the true and lawful attorney of the undersigned, and authorize and designate him to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and rules and regulations under each of such laws. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with the Securities Act or the Exchange Act.

This Special Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Special Power of Attorney to be executed this 27^th day of June, 2005.

/s/ Samuel P. Sears, Jr.

Samuel P. Sears, Jr.

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