-----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, IXl1bS/KQ6KP/SYrY/GYB20IrgyRSYNuv5f/+XzcVImnik1PgLMp1auwi9EVo12+ mlugphwStHUZbKKv6N7P8A== 0001019687-09-000729.txt : 20090305 0001019687-09-000729.hdr.sgml : 20090305 20090304205108 ACCESSION NUMBER: 0001019687-09-000729 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090305 DATE AS OF CHANGE: 20090304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEINBRANDT SCOTT CENTRAL INDEX KEY: 0001278561 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 619-501-3932 MAIL ADDRESS: STREET 1: 1848 COMMERCIAL STREET CITY: SAN DIEGO STATE: CA ZIP: 92113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLEARVIEW ACQUISITIONS, INC. CENTRAL INDEX KEY: 0001364560 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 204069588 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81964 FILM NUMBER: 09657147 BUSINESS ADDRESS: STREET 1: 1848 COMMERCIAL STREET CITY: SAN DIEGO STATE: CA ZIP: 92113 BUSINESS PHONE: 877-246-4354 MAIL ADDRESS: STREET 1: 1848 COMMERCIAL STREET CITY: SAN DIEGO STATE: CA ZIP: 92113 FORMER COMPANY: FORMER CONFORMED NAME: Clearview Acquisitions, Inc. DATE OF NAME CHANGE: 20081124 FORMER COMPANY: FORMER CONFORMED NAME: Black Sea Oil, Inc. DATE OF NAME CHANGE: 20070322 FORMER COMPANY: FORMER CONFORMED NAME: TERRAPIN ENTERPRISES INC DATE OF NAME CHANGE: 20060601 SC 13D 1 weinbrandt_13d-021109.htm CLEARVIEW ACQUISITIONS, INC. weinbrandt_13d-021109.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934



CLEARVIEW ACQUISITIONS, INC.
(Name of Issuer)
 
 
common stock, par value $0.001 per share
(Title of Class of Securities)
 
 
18506Q103
(CUSIP Number)
  
 
 
Scott Weinbrandt
c/o Helix Wind, Inc.
 1848 Commercial Street
 San Diego, California 92113
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
 
February 11, 2009
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box.  
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 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).
 
SCHEDULE 13D

 
CUSIP No. 18506Q103
  
Page 2 of 5 Pages

 
1
NAME OF REPORTING PERSON
 
Scott Weinbrandt
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
3,410,963
8
SHARED VOTING POWER
 
9
SOLE DISPOSITIVE POWER
3,410,963
10
SHARED DISPOSITIVE POWER
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,410,963
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14
TYPE OF REPORTING PERSON
IN
 
 
SCHEDULE 13D

 
CUSIP No. 18506Q103
  
Page 3 of 5 Pages
 
 
Item 1. Security and Issuer
 
This statement on Schedule 13D (“Statement”) relates to the common stock, par value $0.001 per share (“Common Stock”) of Clearview Acquisitions, Inc. (the “Company”).  The principal executive offices of the Company are located at 1848 Commercial Street, San Diego, California 92113.
 
Item 2. Identity and Background
 
This Statement is being filed by Scott Weinbrandt (the “Reporting Person”), whose business address is 1848 Commercial Street, San Diego, California 92113, and who is a citizen of the United States of America.  Mr. Weinbrandt is the President of the Company, which is the parent company of Helix Wind, Inc. (“Helix Wind”), which is engaged in the small wind turbine alternative energy business offering a distributed power technology platform designed to produce electric energy from the wind.
 
During the last five years, the Reporting Person has not 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 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.
 
Item 3. Source and Amount of Funds or Other Consideration
 
The Reporting Person received 205,463 shares of Common Stock in exchange for his shares of Helix Wind in a reverse triangular merger whereby a wholly-owned subsidiary of the Company was merged with and into Helix Wind and the stockholders of Helix Wind received shares of the Company’s Common Stock for their shares of Helix Wind common stock (the “Merger”).  As part of the Merger, and pursuant to the assumption of his employment agreement with Helix Wind by the Company, the Reporting Person received an option to purchase 5,337,500 shares of the Company’s Common Stock, of which, 3,205,500 shares of Common Stock are beneficially owned and may be acquired through exercise within 60 days.
 
Item 4. Purpose of Transaction
 
The Reporting Person acquired the shares of Common Stock to which this Statement relates as part of the Merger.  The Reporting Person also intends to seek election to the Company’s board of directors, as contemplated by the Merger.
 
Except as set forth in this Item 4, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D, however, the Reporting Person intends to review his investment in the Company on a continuing basis.
 
SCHEDULE 13D

 
CUSIP No. 18506Q103
  
Page 4 of 5 Pages
 
Item 5. Interest in Securities of the Issuer
 
a. As of the date of this filing, the Reporting Person beneficially and directly owned 3,410,963 shares of Common Stock, representing approximately 11.8% of the shares of Common Stock presently outstanding based upon the 25,681,094 shares of Common Stock reported by the Company to be issued and outstanding as of February 11, 2009 in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2009.   Of such shares, 205,463 shares of Common Stock are owned directly by the Reporting Person and 3,205,500 shares may be acquired through the exercise of stock options within 60 days.  The Reporting Person also holds options for an additional 2,132,000 shares of Common Stock which are not exercisable within the next 60 days and thus not deemed to be beneficially owned at this time.
 
b. The Reporting Person has sole voting and dispositive power over the 3,410,963 shares of Common Stock he beneficially owns.
 
c. The Reporting Person has not effected any transaction in shares of the Common Stock during the 60 days preceding the date hereof, except to the extent disclosed in this filing, which includes the Merger.  The shares of Common Stock subject to stock options have an exercise price of $0.50 per share.  The other shares of Common Stock were not issued for a specified price per share.  The Merger was effected in San Diego, California.
 
d. Not applicable.
 
e. Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
 
On January 28, 2009, Helix Wind, the Company and Helix Wind Acquisition Corp., a wholly-owned subsidiary of the Company, entered into an Agreement to effect the Merger, upon the closing of which, the Reporting Person became entitled to receive shares of the Company’s Common Stock in return for his shares of Helix Wind common stock and options to purchase the Company’s Common Stock in connection with his Employment Agreement with Helix Wind, which was assumed by the Company.  The Reporting Person’s option to purchase shares of the Common Stock of the Company is provided for in a Stock Option Agreement dated February 11, 2009.  3,205,500 shares underlying such stock option vested on February 11, 2009, and additional 1,067,500 shares will vest on December 31, 2009 and an additional 1,067,500 shares will vest on December 31, 2010.
 
Item 7. Material to be Filed as Exhibits
 
Exhibit  No.                           Exhibit Description
 
10.1
Stock Option Agreement dated February 11, 2009, by and between Clearview Acquisitions, Inc. and Scott Weinbrandt.
 
10.2
Agreement dated as of January 28, 2009, by and among Clearview Acquisitions, Inc., Helix Wind Acquisition Corp. and Helix Wind, Inc. incorporated by reference from Exhibit 10.1 to Clearview Acquisitions, Inc.'s Current Report on Form 8-K filed on January 28, 2009 (File No. 000-52107).
 
 
[The remainder of this page intentionally left blank.]
 
 
SCHEDULE 13D

 
CUSIP No. 18506Q103
  
Page 5 of 5 Pages
 
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.
 
 
Date:  February 20, 2009
 
 
/s/ Scott Weinbrandt
Signature
 
 
Scott Weinbrandt
Name/Title
  

 
 EX-10.1 2 weinbrandt_13d-ex1001.htm STOCK OPTION AGREEMENT weinbrandt_13d-ex1001.htm
Exhibit 10.1
 
SHARE EMPLOYEE INCENTIVE STOCK OPTION PLAN

NOTICE OF GRANT OF
INCENTIVE STOCK OPTION

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

Name of Optionee:
SCOTT WEINBRANDT

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and the Option Agreement, as follows:

Date of Grant:
February 11, 2009
   
Vesting Commencement Date:
February 11, 2009
   
Exercise Price per Share:
$ 0.50
   
Total Number of Shares Granted:
5,337,500
   
Type of Option:
Incentive Stock Option
   
Term:
Five years

Vesting Schedule:  This Option may be exercised, in whole or in part, in accordance with the following schedule:

Number of Shares
(Installment)
 
Date of Earliest
Exercise (Vesting)
3,202,500
Date of Grant
1,067,500
December 31, 2009
1,067,500
December 31, 2010

Termination Date:
February 10, 2014

This Option may not be exercised after termination of your employment or consulting relationship, or such longer period as may be applicable upon death or disability of Optionee as provided in the Plan. In the event of the Optionee's change in status from Employee to Consultant or Consultant to Employee, this Option Agreement shall remain in effect. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

 
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CLEARVIEW ACQUISITIONS, INC.
SHARE EMPLOYEE INCENTIVE STOCK OPTION PLAN

INCENTIVE STOCK OPTION
OF
SCOTT WEINBRANDT


This Incentive Stock Option (the “Option”) is granted to the person named above (“Optionee”) by Clearview Acquisitions, Inc. (the “Corporation”) pursuant to the Clearview Acquisitions, Inc. Share Employee Incentive Stock Option Plan attached as Exhibit A (the “Plan”) as of this 11th day of February 2009, the date this Option was granted pursuant to the Plan (the “Date of Grant”).  This Option provides you an option to purchase the number of shares of Common Stock of the Corporation at the times and on the terms set forth below.  This Option is intended to qualify as an “Incentive Stock Option” within the meaning of § 422 of the Internal Revenue Code of 1986, as amended (the “Code”).  However, to the extent that this Option exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO").

1.             Number of Shares and Vesting.  The total number of shares of Common Stock subject to this Option is five million three hundred thirty-seven thousand five hundred (5,337,500) shares.  Subject to the other terms of this Option, this Option shall be exercisable with respect to each installment shown below on or after the date of vesting applicable to such installment as follows:
 
Number of Shares
(Installment)
 
Date of Earliest
Exercise (Vesting)
3,202,500
Date of Grant
1,067,500
December 31, 2009
1,067,500
December 31, 2010

Regardless of the foregoing schedule, this Option shall become 100% vested in the event of a “Corporate Transaction,” as defined in the Plan.
 
2.              Exercise Price.  The exercise price of this Option is fifty cents ($0.50) per share, which is not less than the fair market value of the Common Stock on the date of grant of this Option.  The exercise price per share shall be paid upon exercise of all or any part of each installment which has become exercisable by you.
 
3.              Minimum Exercise.  The minimum number of shares with respect to which this Option may be exercised at any one time is the lesser of one hundred (100) or the number of shares as to which this Option is then exercisable.
 

 
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4.              Assurances Upon Exercise.  The Corporation may require you, or any person to whom this Option is transferred under paragraph 7 of this Option, as a condition of exercising this Option: (i) to give written assurances satisfactory to the Corporation as to such person’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Corporation who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising this Option; and (ii) to give written assurances satisfactory to the Corporation stating that such person is acquiring the Common Stock subject to this Option for such person’s own account and not with any present intention of selling or otherwise distributing the stock.  The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if:  (i) the issuance of the shares of Common Stock upon the exercise of this Option has been registered under a then currently effective registration statement under the Securities Act of 1933, as amended; or (ii) as to any particular requirement, a determination is made by counsel for the Corporation that such requirement need not be met in the circumstances under the then applicable securities laws.  The Corporation may, upon advice of counsel to the Corporation, place legends on stock certificates issued upon exercise of this Option as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.
 
5.             Term.  The term of this Option commences on the date hereof and, unless sooner terminated as set forth below or in the Plan, terminates ten (10) years from the date it was granted.  This Option may terminate prior to the expiration of its term as set forth in the Plan.
 
6.             Notice of Exercise.  This Option may be exercised, to the extent specified above, by delivering written notice of exercise together with the exercise price to the Secretary of the Corporation, or to such other person as the Corporation may designate, during regular business hours, together with such additional documents as the Corporation may then require pursuant to the Plan.  The notice must specify the number of shares to be purchased upon exercise and a date within 15 days after receipt of the notice by the Corporation on which the purchase is to be completed.  The exercise price must be paid in cash.

7.             Transferability.  This Option is not transferable, except by will or by the laws of descent and distribution, and shall be exercisable during your life only by you.  However, you may designate a third party who, in the event of your death, would be entitled to exercise this Option, by providing a written notice in a form satisfactory to the Secretary of the Corporation.

8.             State Securities Laws.  Notwithstanding the other provisions of this Option, in the event that you are or become a resident of any state other than the State of California, the Corporation may, in its reasonable discretion, determine that the registration or qualification of the shares of Common Stock covered by this Option is necessary or desirable as a condition of or in connection with the exercise of this Option.  If the Corporation makes such a determination, this Option may not be exercised in whole or in part unless and until such registration or qualification shall have been effected or obtained free of any conditions not acceptable to the Corporation, in its reasonable discretion.  The Corporation shall use good faith reasonable efforts to obtain or effect such registration or qualification, but is not required to obtain or effect such registration or qualification.

 
3
 


9.             Notices.  Any notices provided for in this Option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Corporation to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Secretary of the Corporation.

10.           Supremacy of the Plan.  This Option is subject to all the provisions of the Plan, a copy of which is attached, and its provisions are hereby made a part of this Option as though set forth in full herein.  This Option is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the provisions of this Option and those of the Plan, the provisions of the Plan shall control.

11.           Optionee Acknowledgments.  By executing this Option, you acknowledge and agree as follows:

11.1           Although the Corporation has made a good faith attempt to qualify this Option as an “Incentive Stock Option” within the meaning of Code § 422, the Corporation does not warrant that this Option granted herein constitutes an “Incentive Stock Option” within the meaning of that section, or that the transfer of stock acquired pursuant to this Option will be treated for Federal and State Income Tax purposes as specified in Code § 421.
 
11.2           You shall, from time to time, notify the Secretary of the Corporation in writing of each disposition (including a sale, exchange, gift, or a transfer of legal title) of shares of Common Stock acquired pursuant to the exercise of this Option, within two (2) years after acquiring those shares.  Such notification shall be in writing and shall be made within 15 days after each such disposition is made.
 
11.3           You understand that if, among other things, you dispose of shares of Common Stock granted to you pursuant to this Option within two years of the granting of this Option to you or within one year of the transfer of such shares to you, or you exercise this Option more than three months after termination of employment, then such shares will not qualify for the beneficial treatment which you might otherwise receive under Code §§ 421 and 422.

11.4           You further understand that upon exercise of this Option you may be subject to alternative minimum tax as a result of such exercise.

11.5           You and your transferees have no rights as a shareholder with respect to any shares of Common Stock covered by this Option until the date of the issuance of a stock certificate for such shares.

11.6           The Corporation is not providing you with advice, warranties or representations regarding any of the legal or tax effects to you with respect to this grant.

11.7           You acknowledge that you are familiar with the terms of the grant made to you under this Option and the Plan, that you have been encouraged by the Corporation to discuss the grant and the Plan with your own legal and tax advisers, and that you agree to be bound by the terms of the grant and the Plan.

12.           Withholding.  You acknowledge that federal and state income and payroll tax may apply upon exercise of this Option.  If the Corporation determines, in its sole discretion, that withholding is required, you agree that such withholding may be accomplished with respect to the cash compensation (if any) due to you from the Corporation.  If withholding pursuant to the foregoing sentence is insufficient (in the sole judgment of the Corporation) to satisfy the full withholding obligation, you agree that you will pay over to the Corporation the amount of cash or, if acceptable to the Corporation in its sole discretion, property with a value necessary to satisfy such remaining withholding obligation on the date this Option is exercised or at a time thereafter specified in writing by the Corporation.

13.           Entire Agreement.  This Option and the Plan constitute the entire agreement between the parties pertaining to the subject matter contained herein and they supersede all prior and contemporaneous agreements, representations, and understandings of the parties.  No supplement, modification, or amendment of this Option shall be binding unless executed in writing by all of the parties.  No waiver of any of the provisions of this Option shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver.

14.           Governing Law.  This Option shall be construed according to the laws of the State of California and federal law, as applicable.  Any dispute relating to this Option shall be brought and heard only in a court of competent jurisdiction in the State of California.

Dated as of the date first written above.

 
CLEARVIEW ACQUISITIONS, INC.
   
   
 
By:      /s/ Ian Gardner                                        
   
 
Name:     Ian Gardner
 
Its:         CEO
   
 
Date: February 11, 2009


 
4
 

The undersigned:

(a)           Acknowledges receipt of the foregoing Option, agrees to its terms and understands that all rights and liabilities with respect to this Option are set forth in this Option and the Plan; and
 
(b)           Acknowledges that as of the date of grant of this Option, it sets forth the entire understanding between the undersigned and the Corporation and its affiliates regarding the acquisition of the Common Stock of the Corporation covered by this Option and supersedes all prior oral and written agreements on that subject.

OPTIONEE:

/s/ Scott Weinbrandt                              
Scott Weinbrandt

Address:                XXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXX

Soc. Sec. #:            XXXXXXXXXXXXXXXX

Date: February 11, 2009
 

 
5
 

EXHIBIT A
 
OPTION PLAN
 
 
 
 
 
 
 
 
 
 
 
 
6
 
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