UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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. |
293306106 |
1 | NAMES OF REPORTING PERSONS NGP Energy Technology Partners II, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,362,281 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,362,281 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,362,281 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.1% (1) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 2 of 10
CUSIP No. |
293306106 |
1 | NAMES OF REPORTING PERSONS NGP ETP II, L.L.C. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,362,281 (1) | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,362,281 (1) | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,362,281 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.1% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
Page 3 of 10
CUSIP No. |
293306106 |
1 | NAMES OF REPORTING PERSONS Energy Technology Partners, L.L.C. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,362,281 (1) | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,362,281 (1) | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,362,281 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.1% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
Page 4 of 10
CUSIP No. |
293306106 |
1 | NAMES OF REPORTING PERSONS Philip J. Deutch |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,362,281 (1) | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,362,281 (1) | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,362,281 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.1% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Page 5 of 10
Item 1. |
(a) | Name of Issuer: ENGlobal Corporation |
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(b) | Address of Issuers Principal Executive Offices: 654 North Sam Houston Parkway
East, Suite 400, Houston, Texas 77060-5914 |
Item 2. |
(a) | Name of Person Filing: NGP Energy Technology Partners II, L.P. (NGP Energy
Tech), NGP ETP II, L.L.C. (NGP GP), Energy Technology Partners, L.L.C. (ETP) and
Philip J. Deutch (Deutch). NGP GP is the general partner of NGP Energy Tech. ETP is the
sole manager of NGP GP and Deutch is the sole member and manager of ETP. Each of NGP
Energy Tech, NGP GP, ETP and Deutch may be referred to herein as a Reporting Person. |
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(b) | Address of Principal Business Office or, if none, Residence: The address and
principal business office of each Reporting Person and is 1700 K Street NW, Suite 750,
Washington, D.C. 20006. |
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(c) | Citizenship: |
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NGP Energy Tech is a limited partnership organized under the laws of the
State of Delaware. NGP GP and ETP are limited liability companies organized under
the laws of the state of Delaware. Deutch is a citizen of the United States. |
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(d) | Title of Class of Securities: Common Stock, par value $.001 per share |
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(e) | CUSIP Number: 293306106 |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: |
(a) | o | Broker or dealer registered under Section 15 of the Act (15 U.S.C 78c). |
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(b) | o | Bank as defined in Section 3(a) (6) of the Act (15 U.S.C 78c). |
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(c) | o | Insurance Company as defined in Section 3(a) (19) of the Act (15 U.S.C
78c). |
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(d) | o | Investment Company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a-8). |
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(e) | o | Investment Adviser in accordance with SS 240. 13d-1(b) (1) (ii) (E); |
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(f) | o | Employee Benefit Plan or Endowment Fund in accordance with SS 240.
13d-1(b) (ii) (F); |
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(g) | o | Parent Holding Company or Control Person in accordance with SS.SS.240.
13d-1(b) (ii) (G); |
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(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
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(i) | o | A church plan that is excluded from the definition of an investment
company under Section 3(c) (14) of the Investment Company Act of 1940(15 U.S.C
80a-3); |
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(j) | o | Group, in accordance with SS 240. 13d-1(b) (1) (ii) (J); |
Page 6 of 10
Item 4. | Ownership |
(a) | Amount beneficially owned: |
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Each of the Reporting Persons may be deemed to beneficially own an aggregate of
1,362,281 shares of the Issuers Common Stock. |
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(b) | Percent of class: |
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Each of the Reporting Persons may be deemed to beneficially own 5.1 percent of the
Issuers Common Stock. This number represents the percentage obtained by: dividing (a)
the total number of shares of the Issuers common stock being reported in this Statement
(1,362,281) by (b) the number of shares of the Issuers common stock outstanding
on August 1, 2011 (26,602,156), based on information publicly disclosed by the Issuer. |
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(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote |
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NGP Energy Tech: 1,362,281 shares |
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NGP GP: 1,362,281 shares* |
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ETP: 1,362,281 shares* |
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Deutch: 1,362,281 shares* |
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(ii) | Shared power to vote or to direct the vote |
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None. |
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(iii) | Sole power to dispose or to direct the disposition of |
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NGP Energy Tech: 1,362,281 shares |
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NGP GP: 1,362,281 shares* |
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ETP: 1,362,281 shares* |
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Deutch: 1,362,281 shares* |
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(iv) | Shared power to dispose or to direct the disposition of |
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None. |
* | NGP Energy Tech will have sole voting and dispositive power with respect to the shares
of Common Stock of the Issuer beneficially owned by NGP Energy Tech. By virtue of the
relationships between and among the Reporting Persons described in Item 2 of this
Statement, NGP GP, ETP and Deutch may be deemed to have the power to direct the voting and
disposition of the shares of Common Stock beneficially owned by NGP Energy Tech. NGP GP,
ETP and Deutch disclaim beneficial ownership of the reported securities except to the
extent of their pecuniary interests therein. |
Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable. |
Page 7 of 10
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person |
Not applicable. |
Item 8. | Identification and Classification of Members of the Group |
Not applicable. |
Item 9. | Notice of Dissolution of Group |
Not applicable. |
Item 10. | Certifications |
By signing below each of the undersigned certifies that, to the best of such undersigneds
respective knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect. |
Page 8 of 10
Date: August 26, 2011 | ||||||
NGP Energy Technology Partners II, L.P. | ||||||
By: NGP ETP II, L.L.C. | ||||||
Its: General Partner | ||||||
By: | /s/ Philip J. Deutch | |||||
Name: | Philip J. Deutch | |||||
Title: | Authorized Member | |||||
NGP ETP II, L.L.C. | ||||||
By: | /s/ Philip J. Deutch | |||||
Name: | Philip J. Deutch | |||||
Title: | Authorized Member | |||||
Energy Technology Partners, L.L.C. | ||||||
By: | /s/ Philip J. Deutch | |||||
Name: | Philip J. Deutch | |||||
Title: | Sole Member and Manager | |||||
/s/ Philip J. Deutch | ||||||
Philip J. Deutch |
Page 9 of 10
Exhibit No. | Exhibit | |
1
|
Joint Filing Statement, dated August 26, 2011, by and among NGP Energy Technology Partners II, L.P., NGP ETP II, L.L.C., Energy Technology Partners, L.L.C. and Philip J. Deutch |
Page 10 of 10
Date: August 26, 2011 | ||||
NGP Energy Technology Partners II, L.P. | ||||
By: NGP ETP II, L.L.C. | ||||
Its: General Partner | ||||
By: | /s/ Philip J. Deutch | |||
Name: | Philip J. Deutch | |||
Title: | Authorized Member | |||
NGP ETP II, L.L.C. | ||||
By: | /s/ Philip J. Deutch | |||
Name: | Philip J. Deutch | |||
Title: | Authorized Member | |||
Energy Technology Partners, L.L.C. | ||||
By: | /s/ Philip J. Deutch | |||
Name: | Philip J. Deutch | |||
Title: | Sole Member and Manager | |||
/s/ Philip J. Deutch | ||||
Philip J. Deutch |