- Amended Statement of Beneficial Ownership (SC 13D/A)
22 Dezember 2009 - 11:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1 )
1
‘mktg,
inc.’
(Name
of Issuer)
Common
Stock, $.001 par value each
(Title
of Class of Securities)
60688K
108
(CUSIP
Number)
Marc
Particelli
c/o
‘mktg, inc.’
75
Ninth Avenue, 3
rd
Floor
New
York, New York 10011
(212)
403-4040
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December
15, 2009
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note
: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
(Continued
on following pages)
(Page 1
of 5 Pages)
———————
1
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).
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CUSIP
No.
60688K
108
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13D
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Page 2 of
5 Pages
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|
1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Marc
Particelli
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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|
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(a)
|
o
|
|
|
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(b)
|
o
|
|
|
|
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3
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SEC
USE ONLY
|
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4
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SOURCE
OF FUNDS*
PF
|
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
1,080,655
|
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8
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SHARED
VOTING POWER
0
|
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9
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SOLE
DISPOSITIVE POWER
1,080,655
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10
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SHARED
DISPOSITIVE POWER
0
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,080,655
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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x
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(See
Items 5(a) herein)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
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14
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TYPE
OF REPORTING PERSON*
IN
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CUSIP
No.
60688K
108
|
13D
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Page 3 of
5 Pages
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This Amendment No. 1 to a Schedule 13D
filed with the Securities and Exchange Commission on January 23, 2009 (as so
amended, the “Schedule 13D”) is being filed to report the purchase by the
Reporting Person of securities of ‘mktg, inc.’ (the “Issuer”) in a private
placement which closed on December 15, 2009 (the “Private Placement”), all as
more specifically described below. Accordingly, the Schedule 13D is hereby
amended as follows:
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Item
3.
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Source
and Amount of Funds or Other
Consideration.
|
Item 3 of
the Schedule 13D is amended by adding the following paragraph at the end
thereof:
On
December 15, 2009, the Reporting Person purchased the following securities for
an aggregate purchase price of $450,000: (i) a Senior Secured Note in
the principal amount of $225,000 (the “Note”); (ii) 225,000 shares of
Series D Convertible Participating Preferred Stock (the “Preferred Stock) with
an aggregate stated value of $225,000, convertible into 478,723 shares of Common
Stock at an initial conversion price of $.47; and (iii) a Warrant to
purchase an additional 221,064 shares of Common Stock (the “Warrant”) (the Note
and, together with the Preferred Stock and the Warrant, the “Securities”). The
purchase price for the Securities was paid with the personal funds of the
Reporting Person. The conversion price of the Preferred Stock is
subject to antidilution adjustments and certain other adjustments pursuant to
the Certificate of Designations, Preferences and Rights of Series D Convertible
Participating Preferred Stock. The Warrant has an exercise price of $0.001 per
share and is exercisable from June 13, 2010 through June 13, 2016.
In
addition to the Securities purchased in the Private Placement by the Reporting
Person, the Marc C. Particelli 2006 Family Trust (the “Family Trust”) purchased
an aggregate of $50,000 of Securities, consisting of (i) a Note in the principal
amount of $25,000; (ii) 25,000 shares of Preferred Stock with an aggregate
stated value of $25,000, convertible into 53,191 shares of Common Stock; and
(iii) a Warrant to purchase an additional 24,563 shares of Common Stock. The
beneficiaries of the Family Trust are the Reporting Person’s children, and the
trustee of the Family Trust is the Reporting Person’s spouse. The Reporting
Person disclaims beneficial ownership of the Securities purchased by the Family
Trust.
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Item
5.
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Interest
in Securities of the Issuer.
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Item 5 is
hereby amended and restated, as follows:
(a) As
of the date of this filing, the Reporting Person beneficially owns 1,080,655
shares of Common Stock, consisting of (i) 422,632 shares of Common Stock held
directly by the Reporting Person; (ii) 225,000 shares of the Preferred Stock
convertible into 478,723 shares of Common Stock held directly by the Reporting
Person; (iii) 14,300 shares of Common Stock owned by the Reporting Person’s IRA;
and (iv) 165,000 shares of Common Stock issuable upon exercise of stock options
issued to the Reporting Person by the Issuer for services rendered as a director
and officer of the Issuer (the “Options”).
The
Reporting Person disclaims beneficial ownership of the Securities purchased by
the Family Trust in the Private Placement as described in Item 3 above, and an
additional 1,500 shares of Common Stock held by the Family Trust.
(b)
The Reporting Person has the sole power to vote and dispose of, or to direct the
vote or disposition of, the 1,080,655 shares of Common Stock of the Issuer
beneficially owned by him.
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CUSIP
No.
60688K
108
|
13D
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Page 4 of
5 Pages
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(c) The
Reporting Person purchased the Securities in the Private Placement on December
15, 2009 as set forth in Item 3 herein, and was awarded 25,000 shares of Common
Stock as Chairman of the Issuer on November 16, 2009.
(d) Not
Applicable.
(e) Not
Applicable.
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CUSIP
No.
60688K
108
|
13D
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Page 5 of
5 Pages
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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.
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/s/
Marc Particelli
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Marc
Particelli
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