-----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, AGp0U48eT9gzU2SXnZEN0z0FAp53tg1evNphcv1TOoA8PxfuVxzUeAyi970grmDv /IA0cLKuPI5G2gtkNOUy4g== 0001193125-11-011012.txt : 20110120 0001193125-11-011012.hdr.sgml : 20110120 20110120155043 ACCESSION NUMBER: 0001193125-11-011012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110120 DATE AS OF CHANGE: 20110120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MedClean Technologies, Inc. CENTRAL INDEX KEY: 0000040528 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 210661726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41666 FILM NUMBER: 11538586 BUSINESS ADDRESS: STREET 1: 3 TROWBRIDGE DRIVE CITY: BETHEL STATE: CT ZIP: 06801 BUSINESS PHONE: 203 798 1080 MAIL ADDRESS: STREET 1: 3 TROWBRIDGE DRIVE CITY: BETHEL STATE: CT ZIP: 06801 FORMER COMPANY: FORMER CONFORMED NAME: ADUROMED INDUSTRIES, INC. DATE OF NAME CHANGE: 20070130 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL DEVICES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Manatuck Hill Partners, LLC CENTRAL INDEX KEY: 0001467902 IRS NUMBER: 264540925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1465 POST ROAD EAST CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 203.418.4400 MAIL ADDRESS: STREET 1: 1465 POST ROAD EAST CITY: WESTPORT STATE: CT ZIP: 06880 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 4 TO SCHEDULE 13D Amendment No. 4 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

MedClean Technologies, Inc.

(Name of Issuer)

 

 

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

58405Y104

(CUSIP Number)

Tom Scalia, Chief Financial Officer

Manatuck Hill Partners, LLC

1465 Post Road East

Westport, CT 06880

(203) 418-4400

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

January 18, 2011

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-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, as amended (“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. 58405Y104

 

  1   

Names of reporting persons

I.R.S. Identification Nos. of above persons (entities only)

 

    Manatuck Hill Partners, LLC

    26-4540925

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

      7    

Sole voting power

 

    106,619,669 (1)

     8   

Shared voting power

 

    – 0 –

     9   

Sole dispositive power

 

    106,619,669 (1)

   10   

Shared dispositive power

 

    – 0 –

11

  

Aggregate amount beneficially owned by each reporting person

 

    106,619,669 (1)

12

  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨

 

13

  

Percent of class represented by amount in Row (11)

 

    12.6% (1)

14

  

Type of reporting person (see instructions)

 

     IA

 

(1) As described in the Schedule 13D filed on July 10, 2009, the Reporting Person (as defined below) may be deemed to be part of a group with the other parties to a Master Restructuring Agreement pursuant to the terms of the Master Restructuring Agreement.

The Reporting Person does not affirm to be part of a group and expressly disclaims beneficial ownership of the shares of Common Stock (as defined herein), in the aggregate, beneficially owned by the other parties to the Master Restructuring Agreement. Accordingly, such shares of Common Stock are not included in the amounts specified by the Reporting Person above.

 

2

 

ITEM 1. SECURITY AND ISSUER

This Amendment No. 4 (this “Amendment No. 4”) to the Statement on Schedule 13D, filed on July 10, 2009, as amended from time to time (the “Statement”), is being filed by Manatuck Hill Partners, LLC, a Delaware limited liability company (the “Reporting Person”), and relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of MedClean Technologies, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 3 Trowbridge Drive, Bethel, Connecticut 08601.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Items 5(a), (b) and (c) hereby are supplemented as follows:

(a) The Reporting Person beneficially owns 106,619,669 shares of Common Stock, representing approximately 12.6% of the shares of Common Stock outstanding as of November 21, 2010, based upon the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2010. Such beneficial ownership assumes the issuance of 34,167,225 shares of Common Stock issuable upon the exercise of certain warrants owned by Manatuck Hill Scout Fund, L.P., Manatuck Hill Mariner Master Fund, L.P. and Manatuck Hill Navigator Master Fund, L.P., as more fully described in the Amendment No. 1 to the Statement, filed on December 3, 2009.

(b) The Reporting Person has the sole power to vote or direct the vote of 106,619,669 shares of Common Stock and has the sole power to dispose or direct 106,619,669 shares of Common Stock.

(c) See trading data attached hereto as Exhibit 1. Exhibit 1 is incorporated by reference into this Item 5(c) as if restated in full.

Except as set forth in Exhibit 1 attached hereto and as described in this Amendment No. 4, the Reporting Person has not effected any transaction relating to the Common Stock during the past 60 days.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 hereby is supplemented by adding the following exhibit:

 

Exhibit 1    Required trading data of the transactions in Common Stock.

 

3

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: January 20, 2011   MANATUCK HILL PARTNERS, LLC
  By:     /S/    TOM SCALIA        
  Name:     Tom Scalia
  Title:     Chief Financial Officer

 

4

EXHIBIT INDEX

 

Exhibit 1    Required trading data of the transactions in the Common Stock.

 

5

EX-1 2 dex1.htm REQUIRED TRADING DATA OF THE TRANSACTIONS IN THE COMMON STOCK Required trading data of the transactions in the Common Stock

Exhibit 1

 

Name

    Trade Date     

Buy/Sell

    No. of
Shares		      Average Sale
Price Per Share		  

Manatuck Hill Mariner Master Fund, L.P.

      1/13/2011       Sell          361,800       $ 0.0027 (1) 

Manatuck Hill Navigator Master Fund, L.P.

      1/13/2011       Sell      346,700       $ 0.0027 (1) 

Manatuck Hill Scout Fund L.P.

      1/13/2011       Sell      1,591,500       $ 0.0027 (1) 

Manatuck Hill Mariner Master Fund, L.P.

      1/14/2011       Sell      361,900       $ 0.0025 (2) 

Manatuck Hill Navigator Master Fund, L.P.

      1/14/2011       Sell      346,700       $ 0.0025 (2) 

Manatuck Hill Scout Fund L.P.

      1/14/2011       Sell      1,591,400       $ 0.0025 (2) 

Manatuck Hill Mariner Master Fund, L.P.

      1/18/2011       Sell      534,900       $ 0.0023 (3) 

Manatuck Hill Navigator Master Fund, L.P.

      1/18/2011       Sell      512,500       $ 0.0023 (3) 

Manatuck Hill Scout Fund L.P.

      1/18/2011       Sell      2,352,600       $ 0.0023 (3) 

 

(1) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.0025 to $0.0029, inclusive. Manatuck undertakes to provide to MedClean Technologies, Inc., any security holder of MedClean Technologies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.

 

(2) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.0022 to $0.0026, inclusive. Manatuck undertakes to provide to MedClean Technologies, Inc., any security holder of MedClean Technologies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.

 

(3) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.0021 to $0.0025, inclusive. Manatuck undertakes to provide to MedClean Technologies, Inc., any security holder of MedClean Technologies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.

 

6

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