- Amended Statement of Ownership (SC 13G/A)
06 Juli 2009 - 8:55PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(b), (c) AND (d)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
AMENDMENT
NO. 2
ELECTRONIC SENSOR
TECHNOLOGY, INC.
(Name of
Issuer)
COMMON STOCK, $0.001 PAR
VALUE
(Title of
Class of Securities)
285835104
(CUSIP
Number)
June 29,
2009
(Date
of event which requires filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
Page 2 of
7
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1
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S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Midsummer
Investment, Ltd.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
x
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3
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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5
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13,540,557
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Number
of
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6
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Shares
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Beneficially
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None.
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Owned
by
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7
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Each
Reporting
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Person
With
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13,540,557
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8
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None.
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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13,540,557
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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CERTAIN
SHARES
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.36%
(1)
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12
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TYPE
OF REPORTING PERSON: OO
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(1) The
ownership percentage of the Reporting Person is based on (a) 155,853,385 shares
of Common Stock issued and outstanding as of May 6, 2009, as stated in the
Company’s Form 10-Q for the quarter ended March 31, 2009 and filed with the
Securities and Exchange Commission on May 14, 2009 and (b) 3,889,030 shares of
Common Stock issued to Midsummer Investment and 2,166,128 shares of Common Stock
issued to Islandia L.P. pursuant to a Letter Agreement dated June 29, 2009 by
and among such investors and the Company, as filed with the Securities and
Exchange Commission on July 2, 2009 as Exhibit 10.1 to the Form
8-K.
Page 3 of
7
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1
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S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a)
o
|
|
|
|
(b)
x
|
|
3
|
|
|
|
|
|
|
|
|
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
|
|
|
|
|
|
|
|
|
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5
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13,540,557
|
|
Number
of
|
6
|
|
|
Shares
|
|
|
|
Beneficially
|
|
None.
|
|
Owned
by
|
7
|
|
|
Each
Reporting
|
|
|
|
Person
With
|
|
13,540,557
|
|
|
8
|
|
|
|
|
|
|
|
|
None.
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
13,540,557
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
|
|
|
|
|
|
|
|
CERTAIN
SHARES
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
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|
8.36%
(1)
|
|
|
12
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TYPE
OF REPORTING PERSON: OO
|
|
|
|
|
|
|
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(1) The
ownership percentage of the Reporting Person is based on (a) 155,853,385 shares
of Common Stock issued and outstanding as of May 6, 2009, as stated in the
Company’s Form 10-Q for the quarter ended March 31, 2009 and filed with the
Securities and Exchange Commission on May 14, 2009 and (b) 3,889,030 shares of
Common Stock issued to Midsummer Investment and 2,166,128 shares of Common Stock
issued to Islandia L.P. pursuant to a Letter Agreement dated June 29, 2009 by
and among such investors and the Company, as filed with the Securities and
Exchange Commission on July 2, 2009 as Exhibit 10.1 to the Form
8-K.
Page 4 of
7
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Item
1(a).
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Name
of Issuer.
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Electronic
Sensor Technology, Inc. (the “
Issuer
”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices.
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1077
Business Center Circle
Newbury
Park, California 91320
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Item
2(a).
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Names
of Persons Filing.
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Midsummer
Investment, Ltd. (“
Midsummer
Investment
”)
Midsummer
Capital, LLC (“
Midsummer
Capital
”)
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Item
2(b).
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Address
of Principal Business Office, or if none, Residence.
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As
to Midsummer Investment:
Midsummer
Investment, Ltd
c/o
Midsummer Capital, LLC
295
Madison Avenue, 38
th
Floor
New
York, New York 10017
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As
to Midsummer Capital:
295
Madison Avenue, 38th Floor
New
York, NY 10017
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Item
2(c).
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Citizenship.
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As
to Midsummer Investment:
Bermuda
As
to Midsummer Capital:
New
York
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Item
2(d).
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Title
of Class of Securities.
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Common
stock, par value $0.001 per share (the “
Common Stock
”)
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Item
2(e).
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CUSIP
Number.
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285835104
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Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check
whether the person filing is a:
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Not
applicable.
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Item
4.
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Ownership.
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Page 5 of
7
As of the
date hereof, Midsummer Investment beneficially owns an aggregate of
13,540,557
shares of Common
Stock. On June 29, 2009, pursuant to a Letter Agreement by and among
the Company, Midsummer Investment and Islandia L.P., the Company exchanged the
Common Stock Purchase Warrant issued on December 7, 2005 for 3,899,030 shares of
Common Stock, which amount is included in the aggregate beneficial ownership of
Midsummer Investment.
Midsummer
Capital is the investment advisor to Midsummer Investment. By virtue of such
relationship, Midsummer Capital may be deemed to have dispositive power over the
shares owned by Midsummer Investment. Midsummer Capital disclaims beneficial
ownership of such shares. Mr. Michel Amsalem and Mr. Joshua Thomas have
delegated authority from the members of Midsummer Capital with respect to the
shares of Common Stock owned by Midsummer Investment. Messrs. Amsalem and Thomas
may be deemed to share dispositive power over the shares of common stock held by
Midsummer Investment. Messrs. Amsalem and Thomas disclaim beneficial ownership
of such shares of Common Stock, and neither person has any legal right to
maintain such delegated authority.
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Accordingly,
for the purpose of this Statement:
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(a)
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Amount
beneficially owned by Midsummer Investment:
13,540,557
shares of
Common Stock of the Issuer.
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(b)
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Percent
of Class: Midsummer Investment beneficially owns
8.36%
of the Issuer’s
issued and outstanding Common Stock (based on (a) 155,853,385 shares of
Common Stock issued and outstanding as of May 6, 2009, as stated in the
Company’s Form 10-Q for the quarter ended March 31, 2009 and filed with
the Securities and Exchange Commission on May 14, 2009 and (b) 3,889,030
shares of Common Stock issued to Midsummer Investment and 2,166,128 shares
of Common Stock issued to Islandia L.P. pursuant to a Letter Agreement
dated June 29, 2009 by and among such investors and the Company, as filed
with the Securities and Exchange Commission on July 2, 2009 as Exhibit
10.1 to the Form 8-K).
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(c)
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Number
of shares as to which Midsummer Investment
has:
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(i)
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Sole
power to direct the vote:
13,540,557
shares of
Common Stock of the Issuer.
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(ii)
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Shared
power to vote or to direct the vote:
None.
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(iii)
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Sole
power to dispose or direct the disposition of the Common Stock:
13,540,557
shares of
Common Stock of the Issuer.
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(iv)
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Shared
power to dispose or direct the disposition of the Common Stock:
None.
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Page 6 of
7
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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Item
10.
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Certification.
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By
signing below, I certify that, to the best of my 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 which could have
that purpose or effect.
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Page 7 of
7
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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Date: July
6, 2009
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MIDSUMMER
INVESTMENT, LTD.
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By:
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MIDSUMMER
CAPITAL, LLC, its investment manager
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By:
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/s/
Michel A. Amsalem
|
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Name:
Michel A. Amsalem
|
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Title:
President
|
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MIDSUMMER
CAPITAL, LLC
|
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By:
|
/s/
Michel A. Amsalem
|
|
|
|
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Name:
Michel A. Amsalem
|
|
|
|
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Title:
President
|
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