-----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, SgykrKwVHqghCBbwzZ2WbsBO/G8p0dP02o30NyRrO81ZtSZWiEtmUrs0Z5KMYCNp 8lU+u+uyKGdk1wX7pQhM8A== 0000903423-02-000601.txt : 20021001 0000903423-02-000601.hdr.sgml : 20021001 20021001153619 ACCESSION NUMBER: 0000903423-02-000601 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MISHKIN EDWIN B TRUSTEE CENTRAL INDEX KEY: 0000941663 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 1098 STREET 2: WALL STREET STATION CITY: NEW YORK STATE: NY ZIP: 10268-1098 BUSINESS PHONE: 212406-0940 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAINWIRE PARTNERS INC /DE/ CENTRAL INDEX KEY: 0000917253 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 570941152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47950 FILM NUMBER: 02778439 BUSINESS ADDRESS: STREET 1: 9229 UNIVERSITY BLVD STREET 2: STE 201 CITY: CHARLESTON STATE: SC ZIP: 29406 BUSINESS PHONE: 8435539456 MAIL ADDRESS: STREET 1: 9229 UNIVERSITY BLVD STREET 2: STE 201 CITY: CHARLESTON STATE: SC ZIP: 29406 FORMER COMPANY: FORMER CONFORMED NAME: ENVIROMETRICS INC /DE/ DATE OF NAME CHANGE: 19940107 SC 13D/A 1 mishkin-rainwire_13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Rainwire Partners, Inc. (formerly Envirometrics, Inc.) (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 (Title of Class of Securities) 751019100 (CUSIP Number) Edwin B. Mishkin, Esq. (the "Trustee"), solely in his capacity as trustee under the Securities Investor Protection Act ("SIPA") pursuant to a court order further described in the Schedule 13D filed on February 3, 1997 by the Trustee with respect to the Common Stock of the Issuer C/O Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 2002 (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 Rule 13d-1(e), 13d-1(f) or 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 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. 75019100 13D/A Page 2 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Edwin B. Mishkin, Esq., solely in his capacity as Trustee under SIPA pursuant to a court order more fully described in the Schedule 13D filed February 3, 1997. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER See Item 5. NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5. WITH 9 SOLE DISPOSITIVE POWER See Item 5. 10 SHARED DISPOSITIVE POWER See Item 5. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5. 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 amends and supplements the Amended and Restated Schedule 13D, filed February 3, 1997 (the "Schedule 13D"), with respect to the common stock, par value $0.001 per share ("Envirometrics Common Stock"), of Envirometrics, Inc. ("Envirometrics"), a Delaware corporation. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. Item 1. Security and Issuer Item 1 is hereby amended and restated in its entirety as follows: "On July 27, 2000, Envirometrics changed its name to Rainwire Partners, Inc. This amendment to the Schedule 13D is therefore filed in respect of the shares of common stock, par value $0.001 per share (the "Common Stock"), of Rainwire Partners, Inc., a Delaware corporation (the "Company"), the principal executive offices of which are located at 8215 Roswell Road, Suite 925, Atlanta, Georgia 30350. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended to read in its entirety as follows: "(a) Based solely upon a review of Adler's trading records, the Trustee believes that, for the purposes of Rule 13d-3(a), the Trustee may be the beneficial owner of 15,582 shares of Common Stock, representing 0.2% of the outstanding shares of Common Stock. The Trustee has determined that the Units and Warrants previously reported as being possibly beneficially owned by him are no longer valid or exercisable. (b) The Trustee believes that, pursuant to his powers and obligations under the Court Order, he has sole voting power and sole dispositive power as to all of the shares of Common Stock listed in Item 5(a) above. (c) In connection with the ongoing liquidation of Adler and the related claims determination process, the Trustee has determined that a portion of the Units, Warrants, shares of Common Stock and shares of Envirometrics Common Stock previously reported as being possibly beneficially owned by him were needed for delivery to former customers of Adler in satisfaction of their claims. In addition, the Trustee has made the following sales to the trustee for the liquidation of Hanover Sterling & Company, Ltd: i. On April 16, 1997, the Trustee sold 300 Envirometrics, Inc. Warrants at a price of $0.13 per Warrant. ii. On May 2, 1997, the Trustee sold 4,126 Envirometrics, Inc. Warrants at a price of $0.01 per Warrant. iii. On May 15, 1997, the Trustee sold 140 Envirometrics, Inc. Warrants at a price of $0.01 per Warrant. Other than the foregoing transactions, the Trustee (and Mr. Mishkin, in his individual capacity) has not effected any transactions in the Common Stock, Warrants or Units within the past sixty (60) days. (d) Not applicable. (e) The Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock." 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. Dated: October 1, 2002 By: /s/ Edwin B. Mishkin ---------------------------------------------- Name: Edwin B. Mishkin, as SIPA Trustee for the liquidation of the business of Adler, Coleman Clearing Corp. -----END PRIVACY-ENHANCED MESSAGE-----