-----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, NFRFlIecK58QVuyQyMMXBqDkb/UttYoYpLoWBCxPCI6Tyx/HfjUl2nlJFoatAeRC Hda0LKuupNVSDj1u7Ooswg== 0001104659-07-079677.txt : 20071105 0001104659-07-079677.hdr.sgml : 20071105 20071105131530 ACCESSION NUMBER: 0001104659-07-079677 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071105 GROUP MEMBERS: HEIGHTS CAPITAL MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAYSTAR TECHNOLOGIES INC CENTRAL INDEX KEY: 0001262200 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 841390053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79773 FILM NUMBER: 071213136 BUSINESS ADDRESS: STREET 1: 13 CORPORATE DRIVE CITY: HALFMOON STATE: NY ZIP: 12065 BUSINESS PHONE: 518-383-4600 MAIL ADDRESS: STREET 1: 13 CORPORATE DRIVE CITY: HALFMOON STATE: NY ZIP: 12065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL /E9/ CENTRAL INDEX KEY: 0001011712 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 401 CITY LINE AVENUE, SUITE 220 STREET 2: C/O BALA INTERNATIONAL INC CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106172700 MAIL ADDRESS: STREET 1: 1900 MARKET ST STREET 2: C/O ARBIT INC CITY: PDELPHIA STATE: PA ZIP: 19102 SC 13G 1 a07-28303_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 


 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

DayStar Technologies, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

23962Q100

(CUSIP Number)

October 26, 2007

(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. 23962Q100

 

 

1.

Names of Reporting Persons.
Capital Ventures International

 

 

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
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,500,000 Shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,500,000 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000 Shares of Common Stock

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.7%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


** Heights Capital Management, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over these shares.

 

2



 

CUSIP No. 23962Q100

 

 

1.

Names of Reporting Persons.
Heights Capital Management, Inc.

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,500,000 Shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,500,000 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000 Shares of Common Stock

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.7%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


** Heights Capital Management, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over these shares.

 

3



 

Item 1.

 

(a)

Name of Issuer
DayStar Technologies, Inc., a Delaware corporation (the “Company”)

 

(b)

Address of Issuer’s Principal Executive Offices
13 Corporate Drive, Halfmoon, NY 12065

 

Item 2.

 

(a)

Name of Person Filing
This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock of the Company, $0.01 par value per share (the “Shares”).

 

(i)   Capital Ventures International

 

(ii)   Heights Capital Management, Inc.

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office of Capital Ventures International is:

 

One Capitol Place

P.O. Box 1787 GT

Grand Cayman, Cayman Islands

British West Indies

 

The address of the principal business office of Heights Capital Management, Inc. is:

 

101 California Street, Suite 3250

San Francisco, California 94111

 

(c)

Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

 

(d)

Title of Class of Securities
Common Stock, $0.01 par value per share

 

(e)

CUSIP Number
23962Q100

 

4



 

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 (15 U.S.C. 78c).

 

(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);

 

(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.

 

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.  As of October 31, 2007, the Company had 32,448,762 Shares outstanding (based on (i) the Company’s Prospectus on Form 424B4 filed on October 26, 2007, indicating that 30,198,762 Shares would be outstanding as of the completion of the offering described in the Prospectus (the “Offering”), and (ii) the Company’s Form 8-K filed on November 1, 2007, stating that the underwriters had exercised their over-allotment option to purchase an additional 2,250,000 Shares in the Offering).

 

Heights Capital Management, Inc., which serves as the investment manager to Capital Ventures International, may be deemed to be the beneficial owner of all Shares owned by Capital Ventures International.  Each Reporting Person hereby disclaims any beneficial ownership of any such Shares, except to the extent of any 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.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

5



 

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 each of the undersigned certifies that, to the best of its 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.

 

Exhibits:

 

Exhibit I:  Joint Filing Agreement, dated as of November 2, 2007, by and among Capital Ventures International and Heights Capital Management, Inc.

 

6



 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.

 

Dated: November 2, 2007

 

 

CAPITAL VENTURES INTERNATIONAL

HEIGHTS CAPITAL MANAGEMENT, INC.

 

 

By: Heights Capital Management, Inc.

By:

/s/ Todd Silverberg

 

pursuant to a Limited Power of Attorney

Name:

Todd Silverberg

 

Title

Secretary

By:

/s/ Todd Silverberg

 

 

Name:

Todd Silverberg

 

Title

Secretary

 

 

 

The Limited Power of Attorney executed by Capital Ventures International, authorizing Heights Capital Management, Inc. to sign and file this Schedule 13G on its behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on December 1, 2006 by Capital Ventures International and Heights Capital Management, Inc. with respect to the common stock of Discovery Laboratories, Inc., is hereby incorporated by reference.

 

7



 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Shares is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated: November 2, 2007

 

 

CAPITAL VENTURES INTERNATIONAL

HEIGHTS CAPITAL MANAGEMENT, INC.

 

 

By: Heights Capital Management, Inc.

By:

/s/ Todd Silverberg

 

pursuant to a Limited Power of Attorney

Name:

Todd Silverberg

 

Title

Secretary

By:

/s/ Todd Silverberg

 

 

Name:

Todd Silverberg

 

Title

Secretary

 

 

8


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