-----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, R2ySAevMwyHPOTO3/dJTDZsAyn7sDjNayMTNQs8MTZ0iSX/bVoCZCtbz+eL/njHG jYjDYqjqICZvYac+NSGhZw== 0000902664-09-003783.txt : 20091105 0000902664-09-003783.hdr.sgml : 20091105 20091105095204 ACCESSION NUMBER: 0000902664-09-003783 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091105 DATE AS OF CHANGE: 20091105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEKEM METALS INC CENTRAL INDEX KEY: 0001223550 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 870669131 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79662 FILM NUMBER: 091159829 BUSINESS ADDRESS: STREET 1: 875 DONNER WAY UNIT 705 CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: 801-582-1881 MAIL ADDRESS: STREET 1: 875 DONNER WAY UNIT 705 CITY: SALT LAKE CITY STATE: UT ZIP: 84108 FORMER COMPANY: FORMER CONFORMED NAME: EMPS RESEARCH CORP DATE OF NAME CHANGE: 20030318 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLG Partners LP CENTRAL INDEX KEY: 0001289643 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 CURZON STREET CITY: LONDON STATE: X0 ZIP: W1J 5HB BUSINESS PHONE: 44 20 7016 7000 MAIL ADDRESS: STREET 1: 1 CURZON STREET CITY: LONDON STATE: X0 ZIP: W1J 5HB SC 13D/A 1 p09-1898sc13da.txt BEKEM METALS, INC. SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D/A* (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT No. 3)(1) BEKEM METALS, INC. ------------------------------------------------------ (Name of Issuer) COMMON STOCK, $.001 PAR VALUE PER SHARE ------------------------------------------------------ (Title of Class of Securities)) 077264109 ------------------------------------------------------ (CUSIP NUMBER) Victoria Parry Senior Legal Counsel GLG Partners LP One Curzon Street London W1J 5HB ------------------------------------------------------ (Name, address and telephone number of person authorized to receive notices and communications) October 27, 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(e), 13d-1(f) or 13d-1(g), 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. (Continued on following pages) (Page 1 of 13 Pages) - -------------------------------------------------------------------------------- (1) 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 purposes 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. 077264109 13D/A Page 2 of 13 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS GLG Emerging Markets Fund - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (see instructions) WC - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (see instructions) PN - -------------------------------------------------------------------------------- CUSIP No. 077264109 13D/A Page 3 of 13 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS GLG Partners LP - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (see instructions) OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (see instructions) PN - ----------------------------------------------------------------------------- CUSIP No. 077264109 13D/A Page 4 of 13 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS GLG Partners Limited - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (see instructions) OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (see instructions) OO - ----------------------------------------------------------------------------- CUSIP No. 077264109 13D/A Page 5 of 13 - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS GLG Partners, Inc. - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (see instructions) OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (see instructions) CO - ----------------------------------------------------------------------------- CUSIP No. 077264109 13D/A Page 6 of 13 This Amendment No. 3 (this "Amendment") amends the statement on Schedule 13D filed on July 10, 2006 as amended by Amendment No. 1, dated February 28, 2007 and as further amended by Amendment No. 2 dated April 6, 2007 (as amended, the "Schedule 13D") with respect to shares of Common Stock, par value $0.001 per share ("Common Stock") of Bekem Metals, Inc., a Utah corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the original Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended and restated as follows: (a) This statement is filed by: (i) GLG Emerging Markets Fund; (ii) GLG Partners LP; (iii) GLG Partners Limited; and (iv) GLG Partners, Inc. GLG Partners LP serves as the investment manager to GLG Emerging Markets Fund. GLG Partners Limited serves as the general partner to GLG Partners LP. GLG Partners, Inc. indirectly wholly owns GLG Partners Limited. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) The address of the principal business office of the Parent Company is: 390 Park Avenue, 20th Floor New York, New York 10022 The address of the principal business office of each of the other Reporting Persons is: c/o GLG Partners LP 1 Curzon Street London W1J 5HB United Kingdom (c) The principal business of the Reporting Persons is the management of investment funds and activities related thereto. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). CUSIP No. 077264109 13D/A Page 7 of 13 (e) On June 26, 2007, GLG Partners LP ("GLG") entered into a settlement with the U.S. Securities and Exchange Commission (the "SEC") relating to allegations that GLG had violated Rule 105 of Regulation M of the Securities Exchange Act of 1934, as amended ("Rule 105"), between July 2003 and May 2005. (SEC v. GLG Partners L.P., Civil Action No. 07-cv-01136 (D.D.C.)). Without admitting or denying the allegations, GLG consented to pay a $500,000 penalty. In a related administrative proceeding, GLG consented to the entry of an Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order (the "Order"). Without admitting or denying the SEC's findings, GLG agreed to cease and desist from committing or causing any future violations of Rule 105 and disgorge approximately $2.2 million, along with approximately $490,000 in prejudgment interest. GLG also undertook to adopt and implement certain prophylactic policies and procedures focused on compliance with Rule 105. Other than as set forth herein, none of the Reporting Persons 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, U.S. Federal or State securities laws or finding any violation with respect to such laws. (f) GLG Emerging Markets Fund is a Cayman Islands company. GLG Partners LP is a limited partnership formed under the laws of England and Wales. GLG Partners Limited is a limited company formed under the laws of England and Wales. GLG Partners, Inc. is a Delaware corporation Schedule 1 attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) As of June 30, 2008, the previously reported Warrants to purchase 7,000,000 shares of Common Stock held by GLG Emerging Markets Fund expired pursuant to their terms and, therefore, the Reporting Persons no longer should be deemed to beneficially own as of such date the shares of Common Stock underlying such Warrants. As of the date hereof, none of the Reporting Persons beneficially owns any shares of Common Stock. (b) Not applicable. (c) Information concerning transactions in the Common Stock of the Company, which were all effected by GLG Emerging Markets Fund in the open market through a broker, during the last sixty days are set forth on Schedule 2 attached hereto. (d) Not applicable. (e) As of October 27, 2009, the Reporting Persons ceased to be the beneficial owner more than five percent of the class of securities. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended and supplemented to include the following: The Reporting Persons entered into the Joint Acquisition Statement attached as Exhibit 2 hereto. CUSIP No. 077264109 13D/A Page 8 of 13 Item 7. Materials to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended and supplemented to include the following: There is filed herewith as Exhibit 2 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. CUSIP No. 077264109 13D/A Page 9 of 13 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: November 5, 2009 GLG EMERGING MARKETS FUND GLG PARTNERS LP Individually and in its capacity as Investment Manager of GLG Emerging Markets Fund By: /s/ Victoria Parry ------------------ Name: Victoria Parry Title: Senior Legal Counsel of GLG Partners LP GLG PARTNERS LIMITED Individually and in its capacity as General Partner of GLG Partners LP By: /s/ Emmanuel Roman ------------------ Name: Emmanuel Roman Title: Managing Director GLG PARTNERS, INC. By: /s/ Alejandro R. San Miguel --------------------------- Name: Alejandro R. San Miguel Title: General Counsel and Corporate Secretary CUSIP No. 077264109 13D/A Page 10 of 13 SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS The following sets forth the name, position, address, principal occupation and citizenship of each director and executive officer of the applicable Reporting Persons (the "Instruction C Persons"). To the best of the Reporting Persons' knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other 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 and (ii) none of the Instruction C Persons owns any shares of Common Stock or is party to any contract or agreement as would require disclosure in this Schedule 13D.
GLG EMERGING MARKETS FUND Name Position Address Principal Occupation Citizenship/Place of Organization Aniello Anthony Bianco Director Residential Address: Retired U.S.A. 4621 Fieldston Road, Bronx, NY 10471 Alun John Davies Director Business Address: Co-founder of Global United Kingdom Funds Management Ltd Global Funds Management Ltd, Harbour Place, 2nd Floor, 103 South Church Street, P.O. Box 10034, KY1-1001, George Town, Cayman Islands Michael Gerard Jackson Director Business Address: Partner of Matheson Ireland Ormsby Prentice Matheson Ormsby Prentice, 70 Sir John Rogerson's Quay, Dublin 2, Ireland GLG PARTNERS LIMITED Noam Gottesman Director Business Address: Co-Chief Executive U.S.A. Officer and Managing GLG Partners LP Director of One Curzon Street, GLG Partners LP London W1J 5HB, UK Pierre P.A. Lagrange Director Business Address: Managing Director of Belgium GLG Partners LP GLG Partners LP, One Curzon Street, London W1J 5HB, UK Emmanuel Roman Director Business Address: Co-Chief Executive France Officer and Managing GLG Partners LP, Director of One Curzon Street, GLG Partners LP London W1J 5HB, UK
CUSIP No. 077264109 13D/A Page 11 of 13
GLG PARTNERS, INC. Name Position Address Principal Occupation Citizenship/Place of Organization Noam Gottesman Director Business Address: Chairman and Co-Chief U.S.A. Executive Officer of One Curzon Street, GLG Partners LP London W1J 5HB, UK Pierre P.A. Lagrange Director Business Address: Senior Managing Belgium Director of One Curzon Street, GLG Partners LP London W1J 5HB, UK Emmanuel Roman Director Business Address: Co-Chief Executive France Officer of One Curzon Street, GLG Partners LP London W1J 5HB, UK Ian G.H. Ashken Director Business Address: Chief Financial Officer United Kingdom Jarden Corporation, 555 Theodore Fremd Avenue, Suite B-302, Rye, NY 10508 Martin Franklin Director Business Address: Chairman & Chief United Kingdom Executive Officer Jarden Corporation, 555 Theodore Fremd Avenue, Suite B-302, Rye, NY 10508 James N. Hauslein Director Business Address: President U.S.A. Hauslein & Company Inc., 560 Lexington Avenue, 10th Floor, NY, NY 10022 William P. Lauder Director Business Address: Executive Chairman U.S.A. The Estee Lauder Companies, Inc., 767 Fifth Avenue, 40th Floor, NY, NY 10153 Simon White Executive Business Address: Chief Operating United Kingdom Officer Officer GLG Partners, Inc. 390 Park Avenue, 20th Floor, NY, NY 10022 Jeffrey Rojek Executive Business Address: Chief Financial U.S.A. Officer Officer GLG Partners, Inc. 390 Park Avenue, 20th Floor, NY, NY 10022 Alejandro San Miguel Executive Business Address: General Counsel and U.S.A. Officer Corporate Secretary GLG Partners, Inc. 390 Park Avenue, 20th Floor, NY, NY 10022
CUSIP No. 077264109 13D/A Page 12 of 13 SCHEDULE 2 This Appendix sets forth information with respect to each purchase and sale of Common Stock which were effectuated by a Reporting Person during the past sixty days. The reported sales was effectuated in the open market through a broker. Shares of Common Stock purchased or sold by GLG Emerging Markets Fund: Date of Transaction Number of Shares Price Per Share ($) Bought/(Sold) 10/27/2009 (21,043,000) 0.00351 CUSIP No. 077264109 13D/A Page 13 of 13 EXHIBIT 2 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(k)1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: November 5, 2009 GLG EMERGING MARKETS FUND GLG PARTNERS LP Individually and in its capacity as Investment Manager of GLG Emerging Markets Fund By: /s/ Victoria Parry ------------------ Name: Victoria Parry Title: Senior Legal Counsel of GLG Partners LP GLG PARTNERS LIMITED Individually and in its capacity as General Partner of GLG Partners LP By: /s/ Emmanuel Roman ------------------ Name: Emmanuel Roman Title: Managing Director GLG PARTNERS, INC. By: /s/ Alejandro R. San Miguel --------------------------- Name: Alejandro R. San Miguel Title: General Counsel and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----