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)
John Thompson, Ph.D.
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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 * 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
Canada
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NUMBER OF
7 SOLE VOTING POWER 890,000
SHARES -------------------------
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BENEFICIALLY
8 SHARED VOTING POWER N/A
OWNED BY
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EACH
9 SOLE DISPOSITIVE POWER 890,000
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
890,000
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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 11.2%
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14 TYPE OF REPORTING PERSON* IN
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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.
(a) The name of the person filing this statement is John Thompson,
Ph.D.;
(b) The business address of Dr. Thompson is c/o Senesco Technologies,
Inc., 34 Chambers Street, Princeton, New Jersey 08542;
(c) The present principal occupation or employment of Dr. Thompson is
Executive Vice- President of Research and Development of the
Company;
(d) During the last five years, Dr. Thompson has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors);
(e) During the last five years, Dr. Thompson 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; and
(f) Dr. Thompson is a citizen of Canada.
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").
Dr. Thompson was a shareholder of Senesco and beneficially owned
425,000 shares of Common Stock of Senesco. As a result of the Merger,
on January 22, 1999, Dr. Thompson received 425,000 shares of Common
Stock of STI (formerly Nava), consisting of 15.74% of the 2,700,008
shares of STI Common Stock issued and outstanding.
On September 7, 1999, STI granted to Dr. Thompson options to purchase
40,000 shares of STI Common Stock, on a post stock split adjusted
basis (as described below), at an exercise price equal to $3.85 per
share. Dr. Thompson received such options as consideration for his
services as an executive officer 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, Dr.
Thompson's holdings of STI Common Stock increased to 850,000 shares,
excluding any options to purchase shares of STI Common Stock.
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.
Page 3 of 6 Pages
ITEM 4. PURPOSE OF TRANSACTION.
Dr. Thompson acquired the 850,000 shares of the Company's Common
Stock, on a post stock split adjusted basis, as a result of the Merger
as discussed in Item 3 above. Dr. Thompson 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, Dr. Thompson may dispose of
shares of the Company's Common Stock. Dr. Thompson will continue to
consider his equity interests in the Company and he reserves the right
to formulate such plans or proposals, and to take such action, as he
may deem appropriate in light of future circumstances.
Except as set forth above, Dr. Thompson does not 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) Dr. Thompson beneficially owns 890,000 shares of the Company's
Common Stock, including options to purchase 40,000 shares of
Common Stock exercisable within 60 days. Dr. Thompson's 890,000
shares of Common Stock represents 11.2% of the issued and
outstanding shares of the Company's Common Stock, 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) Dr. Thompson has the sole power to vote or to direct the vote of
all of the 890,000 shares of the Company's Common Stock,
assuming the exercise of all options.
(c) On September 7, 1999, the Company granted to Dr. Thompson 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 Dr. Thompson in
consideration for his services as an executive officer of the
Company.
Page 4 of 6 Pages
The percentage of the issued and outstanding Common Stock of the
Company beneficially owned by Dr. Thompson was materially reduced
due to 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 Dr. Thompson 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.
February 14, 2001 /s/ John E. Thompson
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John E. Thompson, Ph.D., Stockholder
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