Unassociated Document

0001144204-09-033776.txt : 20090622 0001144204-09-033776.hdr.sgml : 20090622 20090622161038 ACCESSION NUMBER: 0001144204-09-033776 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090622 DATE AS OF CHANGE: 20090622 GROUP MEMBERS: IRA SCOTT GREENSPAN GROUP MEMBERS: STEVEN D. SHAFFER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Good Harbor Partners Acquisition Corp CENTRAL INDEX KEY: 0001337009 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 203303304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81679 FILM NUMBER: 09903476 BUSINESS ADDRESS: STREET 1: 79 BYRON ROAD CITY: WESTON STATE: MA ZIP: 02493 BUSINESS PHONE: 617-237-1014 MAIL ADDRESS: STREET 1: 79 BYRON ROAD CITY: WESTON STATE: MA ZIP: 02493 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HCFP Brenner Holdings, LLC CENTRAL INDEX KEY: 0001449051 IRS NUMBER: 134022676 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2127070418 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 v153010_sc13da.htm Unassociated Document

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Good Harbor Partners Acquisition Corp.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

382094 209

(CUSIP Number)

HCFP Brenner Holdings, LLC

145 E. 57th Street, 10th Floor

New York, NY 10022

(212) 707-0418

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 18, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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).

CUSIP No. 382094 209

	1.	Names of Reporting Persons HCFP Brenner Holdings, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 382094 209

	1.	Names of Reporting Persons Steven D. Shaffer

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 382094 209

	1.	Names of Reporting Persons Ira Scott Greenspan

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
	The class of equity securities to which this Schedule 13D/A relates is the common stock, par value $.0001 per share (“Common Stock”), of Good Harbor Partners Acquisition Corp, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 79 Byron Road, Weston, MA 02493.


Item 2.	Identity and Background

	This Schedule 13D/A is filed on behalf of each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): HCFP Brenner Holdings, LLC (“HCFP”), Steven D. Shaffer, and Ira Scott Greenspan. HCFP, Steven D. Shaffer and Ira Scott Greenspan are collectively referred to herein as the “Reporting Persons.” The Reporting Persons may be deemed to constitute a “group” for purpose of Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement. This Schedule 13D/A relates to 1,200,000 shares of Common Stock previously held by HCFP (the “Shares”). As managing members of HCFP, Steven D. Shaffer and Ira Scott Greenspan shared voting and dispositive power over the securities previously held by HCFP. The business address of the Reporting Persons is 145 East 57th Street, 10th Floor, New York, NY 10022. During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other person identified in response to this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. Steven D. Shaffer and Ira Scott Greenspan are each citizens of the United States.

Item 3.	Source and Amount of Funds or Other Consideration

	On June 18, 2009, the Issuer repurchased 1,200,000 shares of Common Stock from HCFP, representing all of the shares owned by HCFP, at a per share purchase price equal to $0.025 per share or an aggregate amount of $30,000.

Item 4.	Purpose of Transaction

	The Reporting Persons disposed of the Shares for liquidity purposes. At the date of this Statement, the Reporting Persons have no plans or proposals which would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer’s business or corporate structure; (g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which ay impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those actions enumerated above.


Item 5.	Interest in Securities of the Issuer

	As of the date of this report, as managing members of HCFP, each of Steven D. Shaffer and Ira Scott Greenspan may be deemed to have been the beneficial owner of the Shares previously owned by HCFP. Each of Steven D. Shaffer and Ira Scott Greenspan had the power to vote or direct the vote of, and/or power to dispose or direct the disposition of the Shares previously held, or deemed to be held, by HCFP. Each of Steven D. Shaffer and Ira Scott Greenspan disclaim ownership of the Shares previously held, or deemed to be held, by HCFP except to the extent of his pecuniary interest therein. There have been no transactions in the securities of the Issuer by the Reporting Person in the 60 days immediately preceding the date of this report.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

	None.

Item 7.	Material to be Filed as Exhibits

	Exhibit 1. Repurchase Agreement by and between Good Harbor Partners Acquisition Corp. and HCFP Brenner Holdings, LLC dated June 18, 2009. Exhibit 2. Joint Filing Agreement.

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: June 22, 2009
		HCFP BRENNER HOLDINGS, LLC
	By:	/s/ Steven D. Shaffer
	Name: Steven D. Shaffer
	Title/Position: Managing Member

	/s/ Steven D. Shaffer
	Steven D. Shaffer

	/s/ Ira Scott Greenspan
	Ira Scott Greenspan

EX-1 2 v153010_ex1.htm Unassociated Document

REPURCHASE AGREEMENT

This Agreement (the “Agreement”) is made as of the 18th day of June, 2009 by and between Good Harbor Partners Acquisition Corp. (the “Company”), a Delaware corporation having its offices at 79 Byron Road, Weston, MA 02493 and HCFP Brenner Holdings, LLC, an entity with its offices at 145 East 57th Street, 10th Floor, New York, New York 10022 (the “Seller”).

W I T N E S S E T H:

WHEREAS, the Seller is the owner of 1,200,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”);

WHEREAS, the Seller desires to sell to the Company, and the Company desires to purchase from the Seller, all 1,200,000 shares of Common Stock owned by the Seller (the “Shares”), on and subject to the terms of this Agreement (the “Repurchase”); and

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Company and the Seller hereby agree as follows:

1. Sale of the Shares. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Seller shall sell the Shares to the Company, and the Company shall purchase the Shares from the Seller for an aggregate purchase price equal to $30,000 (the “Purchase Price”) for the purchase of all 1,200,000 Shares held by the Seller.

2. Closing. The purchase and sale of the Shares shall take place upon execution and delivery of this Agreement (the “Closing”), to be held at such time and place as shall be determined by the parties. At the Closing, the Seller shall deliver to the Company certificates for the Shares, duly endorsed in form for transfer to the Company and the Company shall pay the Purchase Price for the Shares.

3. Representations of the Seller.

(a) The Seller has all necessary power and authority to enter into and to perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b) The Seller owns all right, title and interest in and to, and have the right to transfer to the Company, in connection with the Repurchase provided for herein, all of the Shares being repurchased by the Company, pursuant to the terms of this Agreement, free and clear of all liens, security interests, charges and other encumbrances.

(c) The Seller has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Repurchase of the Shares and the business, financial condition, and results of operations of the Company, and all such questions have been answered to the full satisfaction of the Seller.

(d) The Seller acknowledges and understands that the Company, on or around the date of the consummation of the Repurchase, may sell shares of Common Stock, or other securities of the Company, to third parties at per share, or effective per-share, purchase prices that may be significantly higher or lower than the per share purchase price being paid hereunder by the Company for the Shares. Notwithstanding any such sales, the Seller agrees to accept the Purchase Price as full and fair payment for the Shares.

4. Representations of the Company

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) The Company has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement, and the execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary action on the part of the Company and its board of directors. This Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

5. Miscellaneous. This Agreement constitutes the entire agreement of the parties, superseding and terminating any and all prior or contemporaneous oral and written agreements, understandings or letters of intent between or among the parties with respect to the subject matter of this Agreement. No part of this Agreement may be modified or amended, nor may any right be waived, except by a written instrument which expressly refers to this Agreement, states that it is a modification or amendment of this Agreement and is signed by the parties to this Agreement, or, in the case of waiver, by the party granting the waiver. If any section, term or provision of this Agreement shall to any extent be held or determined to be invalid or unenforceable, the remaining sections, terms and provisions shall nevertheless continue in full force and effect. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements executed and to be performed wholly within such State, without regard to any principles of conflicts of law. This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns; provided, however, that neither party may assign this Agreement or any of its rights under this Agreement without the prior written consent of the other party. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signature Page Follows]]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	GOOD HARBOR PARTNERS ACQUISITION CORP. By: /s/ Ralph Sheridan Name: Ralph Sheridan Title: Chief Executive Officer
	HCFP BRENNER HOLDINGS, LLC By: /s/ Ira Scott Greenspan Name: Ira Scott Greenspan Title: Managing Member