SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1) 1
Senesco Technologies, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
817208 40 8
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(CUSIP Number)
Joel Brooks, 34 Chambers Street, Princeton, New Jersey 08542 (609-252-0680)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 2000
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(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(c), 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(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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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 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 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. 817208 40 8 13D Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Umbrella Project, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS * WC, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey, U.S.A.
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NUMBER OF
7 SOLE VOTING POWER 1,840,465 (See Item 5)
SHARES -------------------------
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BENEFICIALLY
8 SHARED VOTING POWER N/A
OWNED BY
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EACH
9 SOLE DISPOSITIVE POWER 1,840,465 (See Item 5)
REPORTING -------------------------
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PERSON WITH
10 SHARED DISPOSITIVE POWER N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,840,465 ( See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.4%
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14 TYPE OF REPORTING PERSON* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock, $.01 par value (the "Common Stock"), of
Senesco Technologies, Inc., a Delaware corporation (the "Company").
The address of the principal executive offices of the Company is 34
Chambers Street, Princeton, New Jersey 08542.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is being filed by The Umbrella Project,
L.L.C., a New Jersey limited liability company ("Umbrella"). The
address of Umbrella's principal place of business and principal office
is 95 Old Dutch Road, Far Hills, NJ 07931. Umbrella's principal
business is a holding company which invests in a variety of business
entities conducting various activities. Umbrella's sole member is
Phillip O. Escaravage. Mr. Escaravage is a citizen of Canada but a
resident alien of the United States.
During the last five years, neither Umbrella nor Mr. Escaravage has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), and Umbrella or Mr. Escaravage was not a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding it was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 9, 1998, Senesco, Inc., a New Jersey corporation
("Senesco"), Nava Leisure USA, Inc., an Idaho corporation ("Nava"),
Nava Leisure Acquisition Corp., a New Jersey corporation and
wholly-owned subsidiary of Nava ("NAC"), and the Principal
Stockholders (as defined therein), entered into an Agreement and Plan
of Merger, providing for the merger of NAC with and into Senesco, and
the issuance to the shareholders of Senesco one newly issued share of
Common Stock of Nava for each share of Common Stock of Senesco whereby
the shareholders of Senesco acquired a majority of the issued and
outstanding shares of Common Stock of Nava (the "Merger"). The Merger
was consummated on January 22, 1999, the date upon which the
Certificate of Merger filed with the Secretary of State of the State
of New Jersey was declared effective. Upon the consummation of the
Merger, Senesco was the surviving corporation and remained a
subsidiary of Nava which changed its name to Senesco Technologies,
Inc., an Idaho corporation ("STI").
Umbrella was a shareholder of Senesco and beneficially owned 933,476
shares of Common Stock of Senesco. As a result of the Merger, on
January 22, 1999, Umbrella received 933,476 shares of Common Stock of
STI (formerly Nava), consisting of 34.57% of the 2,700,008 shares of
STI Common Stock issued and outstanding.
On September 7, 1999, STI granted to Mr. Escaravage options to
purchase 40,000 shares of STI's Common Stock, on a post stock split
adjusted basis (as described below), at an exercise price equal to
$3.85 per share. Mr. Escaravage received such options as consideration
for his services as a Director of STI. All such options are currently
vested.
On September 29, 1999, STI declared a two-for-one forward stock split
of its issued and outstanding Common Stock and, as a result,
Umbrella's holdings of STI Common Stock increased to 1,866,952 shares.
On September 30, 1999, STI merged with and into the Company, for the
sole purpose of reincorporating the corporation from the State of
Idaho to the State of Delaware.
Pursuant to a Common Stock Purchase Agreement by and between the
Company and Umbrella, dated as of January 31, 2000, Umbrella purchased
34,737 shares of the Company's restricted Common Stock for an
aggregate purchase price of $100,000, using its working capital.
Page 3 of 6 Pages
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Escaravage is the founder of Senesco and a current director of the
Company. The acquisition of the shares of the Company's Common Stock
reported herein were made to acquire a voting interest in the Company
and an equity investment interest in the Company. Umbrella and/or Mr.
Escaravage may from time to time, depending upon market conditions,
the state of affairs of the Company and other factors, acquire
additional shares of Common Stock of the Company, subject to
applicable laws and to the availability of shares at prices deemed
favorable. Alternatively, Umbrella and/or Mr. Escaravage may dispose
of shares of the Company's Common Stock. Umbrella and/or Mr.
Escaravage will continue to consider their respective equity interests
in the Company and they reserve the right to formulate such plans or
proposals, and to take such action, as may seem appropriate in light
of future circumstances.
Except as set forth above, neither Umbrella nor Mr. Escaravage have
any present plans or intentions which would result in or relate to any
of the following:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(c) A sale or transfer of a material amount of assets of the Company;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Umbrella is the beneficial owner and record holder of 1,840,465
shares of the Company's Common Stock. Umbrella disclaims any
beneficial interest in the option to purchase 40,000 shares of
the Company's Common Stock held by Mr. Escaravage. Umbrella's
1,840,465 shares of Common Stock represents 23.4% of the issued
and outstanding shares of Common Stock of the Company, based on
7,872,626 issued and outstanding shares reported on the Company's
proxy statement filed with the Securities and Exchange Commission
on October 27, 2000.
Page 4 of 6 Pages
Mr. Escaravage is the beneficial owner of options to purchase
40,000 shares of the Company's Common Stock that are exercisable
within 60 days. The option to purchase 40,000 shares of the
Company's common stock held by Mr. Escaravage represents less
than 1% of the issued and outstanding shares of Common Stock of
the Company, based on 7,872,626 issued and outstanding shares
reported on the Company's proxy statement filed with the
Securities and Exchange Commission on October 27, 2000.
(b) Umbrella has the sole power to vote and the sole power to dispose
of 1,840,465 shares of the Company's Common Stock held solely by
it. Mr. Escaravage has the sole power to vote and the sole power
to dispose of and options to purchase 40,000 shares of the
Company's Common Stock held solely by him.
(c) On September 7, 1999, the Company granted to Mr. Escaravage
options to purchase 40,000 shares of the Company's Common Stock,
at an exercise price equal to $3.85 per share, with 50% of the
options vesting on the date of grant and 50% of the options
vesting on June 30, 2000. Such options were issued to Mr.
Escaravage in consideration for his services as a director of the
Company.
Pursuant to a Common Stock Purchase agreement dated as of January
18, 2000, Umbrella sold 61,224 shares of the Company's Common
Stock to an unrelated third party for an aggregate purchase price
of $150,000.
Pursuant to a Common Stock Purchase Agreement by and between the
Company and Umbrella, dated as of January 31, 2000, Umbrella
purchased 34,737 shares of the Company's Common Stock for an
aggregate purchase price of $100,000.
The percentage of the issued and outstanding Common Stock of the
Company beneficially owned by Umbrella was materially reduced due
to (i) the sale by Umbrella of 61,224 shares of Common Stock to
an unrelated third party, and (ii) the Company's private
placement of 1,471,700 shares of its restricted Common Stock,
completed in June, 2000.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH THE
ISSUER.
There is no contract, arrangement, understanding or relationship
(legal or otherwise) between Umbrella and the Company with respect to
any securities of the Company, including but not limited to, transfer
of voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Agreement and Plan of Merger dated as of October 9, 1998 made by and
among Nava Leisure USA, Inc., an Idaho corporation, the Principal
Stockholders (as defined therein), Nava Leisure Acquisition Corp., a
New Jersey corporation, and Senesco, L.L.C., a New Jersey limited
liability company and predecessor entity to Senesco, Inc.
(Incorporated by reference to Nava Leisure USA, Inc.'s definitive
proxy statement on Schedule 14A dated January 11, 1999.)
Page 5 of 6 Pages
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.
The Umbrella Project, L.L.C. (Stockholder)
February 14, 2001 By: /s/ Phillip O. Escaravage
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Phillip O. Escaravage, Sole Member and
Managing Member
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001.).
Page 6 of 6 Pages