-----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, Hp7G7NcSlQFCFNBUNAJYouToM2WIyqVnGi+CYpD16hLuhE//Sp/xlRuFGvFnDYDZ vGOVRlex4L+2LVRUDUbDkA== 0000908737-08-000004.txt : 20080102 0000908737-08-000004.hdr.sgml : 20080101 20080102173028 ACCESSION NUMBER: 0000908737-08-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071231 ITEM INFORMATION: Changes in Control of Registrant FILED AS OF DATE: 20080102 DATE AS OF CHANGE: 20080102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GlenRose Instruments Inc. CENTRAL INDEX KEY: 0001340095 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 203521719 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51645 FILM NUMBER: 08502904 BUSINESS ADDRESS: BUSINESS PHONE: 781.622.1120 MAIL ADDRESS: STREET 1: 45 FIRST AVENUE CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Glenrose Instruments Inc. DATE OF NAME CHANGE: 20050928 8-K 1 glenrose_8k.htm GLENROSE INSTRUMENTS INC. glenrose_8k.htm
 
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, DC 20549
 
_________________________
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 31, 2007

_____________
 
GLENROSE INSTRUMENTS INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
000-51645
(Commission file no.)
20-3521719
(I.R.S. Employer Identification No.)
GlenRose Instruments Inc.
45 First Avenue
Waltham, MA 02451
(Address of principal executive offices)

Registrant’s telephone number, including area code: (781) 622-1120
 
_________________________

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
£ Written communications pursuant to Rule 425 under the Securities Act
 
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 



ITEM 5.01 – CHANGES IN CONTROL OF REGISTRANT
 
The GlenRose Partnership L.P., a Delaware limited partnership (the “Partnership”) and the holder of 3,000,000 shares of common stock of GlenRose Instruments Inc., a Delaware corporation (the “Company”), dissolved effective as of December 31, 2007.  Upon dissolution, the Partnership distributed all of the common stock of the Company that was owned by the Partnership to its partners.  The partners of the Partnership include certain of the Company’s officers and directors.
 
As a result of the distribution by the Partnership, a change of control of the Company may be deemed to have  occurred.  The names of the current directors and executive officers of the Company, the holders of more than 5% of the outstanding shares of common stock, the number of shares held and the percentage of the total issued and outstanding common stock owned by each of them are as set forth below as of December 31, 2007, after giving effect to the distribution.
 
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of December 31, 2007 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. To the Company’s knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name.  Except as otherwise indicated, the address of each of the persons in this table is c/o GlenRose Instruments Inc., 45 First Avenue, Waltham, MA 02451.
 
     
Shares Beneficially Owned
Name and Address of Beneficial Owner
Outstanding Shares
Beneficially Owned
Right to Acquire
Within 60 Days After
December 31, 2007
Number
Percentage
Holders of 5% or more of the Company’s
voting securities:
        
George N. Hatsopoulos
233 Tower Road
Lincoln, MA 01773
513,954
0
513,954
15.6%
Kenmare (1)
712 Fifth Avenue
New York, NY 10019
301,324
0
301,324
9.2%
Philip Frost, M.D.
440 Biscayne Boulevard
Miami, FL 33137
500,106
0
500,106
15.2%
Ralph Wanger Trust
191 North Wacker Drive
Chicago, IL 60606
256,977
0
256,977
7.8%
WHI Private Equity Managers Fund LLC
191 N. Wacker Drive
Chicago, IL 60606
250,053
0
250,053
7.6%
 
 
 
 

 
2


Directors and Executive Officers:
        
John N. Hatsopoulos
513,954
0
513,954
15.6%
Arvin H. Smith
513,954
0
513,954
15.6%
Dr. Richard Chapman
12,503
0
12,503
0.4%
Anthony S. Loumidis
0
0
0
--
Robert Aghababian
0
0
0
--
Barry S. Howe
0
0
0
--
Theo Melas-Kyriazi
0
0
0
--
William Zolner
0
0
0
--
All executive officers and directors as a group
1,040,411
0
1,040,411
31.6%

(1) Includes 235,756 shares beneficially owned by Kenmare Fund I, L.P., and 65,568 shares beneficially owned by Kenmare Offshore, Ltd.
 
 
 
 
 

 
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SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 31, 2007
GLENROSE INSTRUMENTS INC.
By: /s/ Anthony S. Loumidis
       _____________________________________
       Anthony S. Loumidis, Chief Financial Officer
 
 
 
 

 

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