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<SEC-DOCUMENT>0001144204-11-002843.txt : 20110119
<SEC-HEADER>0001144204-11-002843.hdr.sgml : 20110119
<ACCEPTANCE-DATETIME>20110119152724
ACCESSION NUMBER: 0001144204-11-002843
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110119
DATE AS OF CHANGE: 20110119
GROUP MEMBERS: RICHARD VON TSCHARNER
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Plastinum Polymer Technologies Corp.
CENTRAL INDEX KEY: 0001368044
STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089]
IRS NUMBER: 204255141
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-82701
FILM NUMBER: 11535691
BUSINESS ADDRESS:
STREET 1: 10100 SANTA MONICA BLVD.,
STREET 2: SUITE 300
CITY: LOS ANGELES,
STATE: CA
ZIP: 90067
BUSINESS PHONE: (310) 651-9972
MAIL ADDRESS:
STREET 1: 10100 SANTA MONICA BLVD.,
STREET 2: SUITE 300
CITY: LOS ANGELES,
STATE: CA
ZIP: 90067
FORMER COMPANY:
FORMER CONFORMED NAME: PLASTINUM CORP
DATE OF NAME CHANGE: 20060628
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: LOMBARD ODIER DARIER HENTSCH & CIE
CENTRAL INDEX KEY: 0001106185
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 11, RUE DE LA CORRATERIE
STREET 2: 1204
CITY: GENEVA
STATE: V8
ZIP: CH 1204
BUSINESS PHONE: 01141227093535
MAIL ADDRESS:
STREET 1: 11, RUE DE LA CORRATERIE
STREET 2: 1204
CITY: GENEVA
STATE: V8
ZIP: CH 1204
FORMER COMPANY:
FORMER CONFORMED NAME: LOMBARD ODIER & CIE
DATE OF NAME CHANGE: 20000210
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>v208475_sc13da.txt
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 /*/)
Plastinum Polymer Technologies Corp.
--------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------------------
(Title of Class of Securities)
727606 10 5
--------------------------------------------------------------
(CUSIP Number)
Laurent Yazmaciyan, Vice President
Jose Filella, Assistant Vice President
Lombard Odier Darier Hentsch & CIE
11, rue de la Corraterie
1204, Geneva, Switzerland
0041 22 709 24 15
--------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 13, 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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
/*/ 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 727606 10 5
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lombard Odier Darier Hentsch & Cie
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,300,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,300,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 727606 10 5
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard von Tscharner
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 415,547,227
SHARES -------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 408,247,227
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,300,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
415,547,227
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 5 to Schedule 13D relates to the common stock, par
value $0.01 (the "Common Stock"), of Plastinum Polymer Technologies Corp. (the
"Issuer").
The address of the Issuer's principal executive office is 10100 Santa
Monica Blvd., Suite 300, Los Angeles, CA 90067.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended by inserting the following at the end thereof:
Pursuant to the terms of an Investment Agreement entered into on January
5, 2011 among the Issuer, Richard von Tscharner ("RT"), PPT Holding, B.V., a
subsidiary of the Issuer ("PPT"), and certain other parties (the "Investment
Agreement"), on January 13, 2011, RT (i) converted four Convertible Promissory
Notes of the Issuer he owned in an aggregate principal amount of $8,172,000,
plus all accrued but unpaid interest thereon in the amount of $1,539,481, for a
total aggregate value of $9,711,481, into 3,884,592.44 newly issued shares of
the Issuer's Series C Convertible Preferred Stock ("Series C Shares") at a
conversion price of $2.50 per Series C Share, and (ii) converted 3,800 shares of
the Issuer's Series B-1 Convertible Preferred Stock plus $15,158 in accrued but
unpaid dividends thereon, for an aggregate value of $395,158, into 158,063.34
newly issued Series C Shares at a conversion price of $2.50 per Series C Share.
Each Series C Share will be automatically converted into shares of the Issuer's
Common Stock at $.025 per share, or 100 shares of Common Stock per Series C
Share, at such time as there are a sufficient number of authorized shares of
Common Stock available to permit the conversion of all Series C Shares and,
until converted, has the same voting, dividend and distribution rights as the
number of shares of Common Stock into which it would automatically convert.
Further, pursuant to the terms of the Investment Agreement, on January 13,
2011, RT invested 2,500,000 Euros in PPT in return for which he received
additional equity in PPT amounting to approximately 51% of the overall equity in
PPT after giving effect to the issuance. The funds used to purchase the equity
stake in PPT were personal funds of RT.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety to read as follows:
(a) LODH beneficially owns in the aggregate 7,300,000 shares of Common
Stock, all of which are shares of Common Stock owned of record by LODH. Based on
a total of 772,112,447 shares of Common Stock deemed outstanding (including
105,875,899 shares of Common Stock issued and outstanding as of January 13, 2011
and giving effect to the deemed conversion of all outstanding Series C Shares
into 666,236,548 shares of Common Stock (according to information provided by
the Issuer and further in accordance with the beneficial ownership rules)), the
shares beneficially owned by LODH represent approximately 0.9% of the Issuer's
Common Stock.
<PAGE>
RT beneficially owns in the aggregate 415,547,227 shares of Common Stock,
which includes (i) 7,300,000 shares of Common stock owned by LODH, (ii) 61,649
shares of issued and outstanding Common Stock owned by RT, (iii) 4,042,655.78
issued and outstanding Series C Shares convertible into a total of 404,265,578
shares of Common Stock, (iv) immediately exercisable warrants owned by RT to
purchase 300,000 shares of Common Stock at an exercise price of $0.57 per share
that expire November 6, 2012, and (v) immediately exercisable warrants owned by
RT to purchase 3,620,000 shares of Common Stock at an exercise price of $0.20
per share that expire January 19, 2013. Based on a total of 772,112,447 shares
of Common Stock deemed outstanding (including 105,875,899 shares of Common Stock
issued and outstanding as of January 13, 2011 and giving effect to the deemed
conversion of all outstanding Series C Shares into 666,236,548 shares of Common
Stock (according to information provided by the Issuer and further in accordance
with the beneficial ownership rules)), the Issuer's securities beneficially
owned by RT represent approximately 53.5% of the Issuer's Common Stock. In
addition, RT has the right, under certain circumstances, to exchange the equity
interest in PPT issued to him on June 4, 2010 for 15% of the Common Stock of the
Issuer on a fully-diluted basis upon exercise of the Participation Agreement Put
Right.
(b) RT has the sole power to vote all of the shares of Common Stock
beneficially owned by the Reporting Persons.
(c) Within the past 60 days, the Reporting Persons have not made any
transactions in the Common Stock other than as may be described in Item 3 of
this Schedule 13D.
(d) No persons, other than the Reporting Persons, have the right to
receive or the power to direct the receipt of the dividends from, or the
proceeds from the sale of, the shares of Common Stock owned by the Reporting
Persons.
(e) On January 13, 2011, LODH ceased to be the beneficial owner of more
than five percent of the Common Stock (after giving effect to the deemed
conversion of all outstanding Series C Shares into 666,236,548 shares of Common
Stock).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Agreement of Joint Filing of Schedule 13D
<PAGE>
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 as of: January 18, 2011
/s/ Richard von Tscharner
-----------------------------------------
Richard von Tscharner
LOMBARD ODIER DARIER HENTSCH & CIE
By: /s/ Laurent Yazmaciyan
------------------------------------
Name: Laurent Yazmaciyan
Title: Vice President
By: /s/ Jose Filella
------------------------------------
Name: Jose Filella
Title: Assistant Vice President
<PAGE>
EXHIBIT A
Agreement of Joint Filing of Schedule 13D
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that only one statement
containing the information required by Schedule 13D need be filed with respect
to the ownership by each of the undersigned of shares of stock of the Issuer.
Dated as of: January 18, 2011
/s/ Richard von Tscharner
-----------------------------------------
Richard von Tscharner
LOMBARD ODIER DARIER HENTSCH & CIE
By: /s/ Laurent Yazmaciyan
------------------------------------
Name: Laurent Yazmaciyan
Title: Vice President
By: /s/ Jose Filella
------------------------------------
Name: Jose Filella
Title: Assistant Vice President
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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