-----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, BWDhyo/NCQmB/ETlrU692XEIAfW7vviKJk3gXKG/gwWxFTfgc1W7hntixIRdltfi qkTcqiPtW9npdWQxOXOung== 0001144204-10-046084.txt : 20100823 0001144204-10-046084.hdr.sgml : 20100823 20100823134036 ACCESSION NUMBER: 0001144204-10-046084 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100823 DATE AS OF CHANGE: 20100823 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Juhl Wind, Inc CENTRAL INDEX KEY: 0001366312 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 204947667 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85624 FILM NUMBER: 101032051 BUSINESS ADDRESS: STREET 1: 996 190TH AVENUE CITY: WOODSTOCK STATE: MN ZIP: 56186 BUSINESS PHONE: 507 777-4310 MAIL ADDRESS: STREET 1: 996 190TH AVENUE CITY: WOODSTOCK STATE: MN ZIP: 56186 FORMER COMPANY: FORMER CONFORMED NAME: MH&SC, INC DATE OF NAME CHANGE: 20070228 FORMER COMPANY: FORMER CONFORMED NAME: HELP U DRIVE INC DATE OF NAME CHANGE: 20060616 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Daybreak Special Situations Mast Fund, Ltd. CENTRAL INDEX KEY: 0001459209 IRS NUMBER: 980563308 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 EAST COOK AVENUE STREET 2: SUITE 100 CITY: LIBERTYVILLE STATE: IL ZIP: 60048 BUSINESS PHONE: 847-968-2655 EXT. 22 MAIL ADDRESS: STREET 1: 100 EAST COOK AVENUE STREET 2: SUITE 100 CITY: LIBERTYVILLE STATE: IL ZIP: 60048 FORMER COMPANY: FORMER CONFORMED NAME: Daybreak Special Situations Fund, Ltd. DATE OF NAME CHANGE: 20090320 SC 13D 1 v194844_sc13d.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*

 
JUHL WIND, INC.

(Name of Issuer)


Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)


48131M102

(CUSIP Number)


Daybreak Special Situations Master Fund, Ltd.
100 E. Cook Road, 2nd Floor, Libertyville, Illinois 60048

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


August 11, 2010

(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 NUMBER 48131M102
 
1
NAME OF REPORTING PERSONS

Daybreak Special Situations Master Fund, Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)  o
(b)  o
 
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)    o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
1,040,6801
 
8
SHARED VOTING POWER
1,845,2392
 
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,885,919
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)
 
13.11%
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
1Includes 180,466 shares of common stock held by the Reporting Person, 260,000 shares of common stock issuable upon conversion of Series A Preferred Stock and 600,214 shares of common stock issuable upon conversion of Series B Preferred Stock

2Includes 1,845,239 shares of common stock beneficially owned by an affiliate of the Reporting Person, Greenview Capital, LLC and its individual members.
 
 
 

 
CUSIP NUMBER 48131M102
 
ITEM 1.  SECURITY AND ISSUER.

This statement relates to shares of Common Stock, Par Value $0.0001(the "Stock"), of Juhl Wind, Inc., a Delaware corporation (the "Issuer").  The principal executive offices of the Issuer are located at 996 190th Avenue, Woodstock, MN  58186.

ITEM 2.  IDENTITY AND BACKGROUND.

(a)              The name of the reporting person is Daybreak Special Situations Master Fund, Ltd. (the “Reporting Person”).

(b)              The address of the Reporting Person is 100 E. Cook Road, 1st Floor, Libertyville, Illinois 60048.

(c)              N/A.

(d)              During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)              During the last five years, the Reporting Person has not 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.

(f)              The Reporting Person is a Cayman Islands exempted company.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On June 24, 2008, the Reporting Person entered into a Securities Purchase Agreement with the Issuer pursuant to which the Reporting Person purchased shares of the Issuer’s Series A Preferred Stock, Series A Warrant Shares, Series B Warrant Shares and Series C Warrant Shares for the subscription price of $500,000.

On June 29, 2009, the Reporting Person entered into a Warrant Amendment Agreement with the Issuer whereby the parties agreed that the Reporting Person would exercise a portion of its Series A Warrants resulting in the issuance of 197,368 shares of Series B Convertible Preferred Stock to the Reporting Person.

On June 29, 2009, the Reporting Person entered into an agreement with the Issuer whereby the Issuer and the Reporting Person agreed to exchange the Reporting Person’s remaining Series A Warrants, and all of their Series B and Series C Warrants for 442,846 shares of the Company’s Series B Convertible Preferred Stock.

Common shares held in the name of the Reporting Person have been issued as a result of Series A dividends or penalty payments pursuant to the above-referenced agreements.


CUSIP NUMBER 48131M102
 
ITEM 4.  PURPOSE OF TRANSACTION.

The Reporting Person acquired the Stock pursuant to the transactions described in Item 3 of this Schedule 13D which is incorporated herein by reference.

The Reporting Person has no plans or proposals which relate to or 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 directors or to fill any existing vacancies on the board;

(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, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

(g)              Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may 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 case to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)              A class of 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 enumerated above.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

(a)              The Reporting Person is the beneficial owner of 2,885,919 shares of Common Stock of the Issuer, representing approximately 13.11% of the issued and outstanding shares of the Issuer’s Common Stock based upon 21,157,401 shares of Common Stock outstanding as of August 11, 2010 as reported by the Issuer in its Form 10-Q for the quarterly period ended June 30, 2010, filed with the SEC on August 16, 2010.  The shares of common stock underlying convertible shares are deemed outstanding for purposes of computing the percentage of the Reporting Person.

(b)              The powers that the Reporting Person has relative to the shares discussed herein may be found in rows 7 through 10 of the cover page of this Schedule which is hereby incorporated herein by reference.

(c)              On July 1, 2010, the Reporting Person received its quarterly award of common stock issued as a dividend on its Series A Preferred Stock.  With the exception of this award, during the past sixty days, the Reporting Person has not effected a transaction in the Common Stock of the Issuer.


CUSIP NUMBER 48131M102
 
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
Securities Purchase Agreement, dated June 24, 2008, between Juhl Wind, Inc. and each of Vision Opportunity Master Fund, Ltd., Daybreak Special Situations Master Fund, Ltd., Bruce Meyers and Imtiaz Khan1
 
Exhibit 2
Warrant Amendment Agreement dated June 29, 2009 among Juhl Wind, Inc. and each of Vision Opportunity Master Fund, Ltd., Daybreak Special Situations Master Fund, Ltd., Bruce Meyers and Imtiaz Khan2
 
Exhibit 3
Securities Exchange Agreement dated June 29, 2009 among Juhl Wind, Inc. and each of Vision Opportunity Master Fund, Ltd., Daybreak Special Situations Master Fund, Ltd., Bruce Meyers and Imtiaz Khan2

1Incorporated by reference to the exhibits included with the Issuer’ Current Report on Form 8-K dated June 24, 2008, and filed with the U. S. Securities and Exchange Commission on June 25, 2008.

2Incorporated by reference to the exhibits included with the Issuer’s Current Report on Form 8-K dated July 1, 2009, and filed with the U. S. Securities and Exchange Commission on July 1, 2009.
 
 

CUSIP NUMBER 48131M102
 
SIGNATURES
 
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.

  DATED:   August 20, 2010  
     
  DAYBREAK SPECIAL SITUATIONS MASTER FUND, LTD.  
       
 
By:
/s/John G. Prinz
 
       
  Its
Managing Partner of General Partner
 
       

 

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