UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )
China
New Energy Group Company
————————————————————————————————————
(Name of
Issuer)
Common
Stock, $0.001 par value
————————————————————————————————————
(Title of
Class of Securities)
16944P109
————————————————————————————————————
(CUSIP
Number)
Shad
Stastney
Vicis
Capital LLC
445 Park
Avenue, Suite 1901
New York,
NY 10022
(212)
909-4600
————————————————————————————————————
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 1,
2009 with respect to Vicis
September
14, 2010 with respect to SLS
————————————————————————————————————
(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
CUSIP No.
16944P109
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1.
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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Vicis
Capital LLC
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45-0538105
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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OO
— funds of its advisory client
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6.
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Citizenship or Place of
Organization
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Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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Sole
Voting Power
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107,099,378
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8.
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Shared
Voting Power
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0
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9.
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Sole
Dispositive Power
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10.
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Shared
Dispositive Power
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
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51.4%
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14.
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Type
of Reporting Person (See Instructions)
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IA
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CUSIP No.
16944P109
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1.
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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Vicis
Holdings III, LLC
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27-3582938
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6.
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Citizenship or Place of
Organization
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Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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Sole
Voting Power
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62,314,767
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8.
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Shared
Voting Power
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0
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9.
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Sole
Dispositive Power
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10.
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Shared
Dispositive Power
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
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36.8%
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14.
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Type
of Reporting Person (See Instructions)
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OO
- limited liability
company
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Preliminary
Note:
This
Schedule 13D is being jointly filed by Vicis Capital, LLC
(“Vicis”) and SLS Holdings III, LLC (“SLS”). Messrs.
Shadron Stastney, John Succo and Sky Lucas are each members of Vicis and
SLS. Because the same three individuals are the members of both
entities, Vicis and SLS may be deemed to constitute a “group.” This
filing does not constitute an admission that, by these actions, Vicis or SLS
constitute or have formed a “group” within the meaning of Regulation 13D under
the Securities Exchange Act of 1934 (the “Exchange Act”).
Item
1. Security and Issuer
The securities to which this Schedule
13D (the “Schedule”) relates are shares of common stock, par value $0.001 per
share (the “Common Stock”), of China New Energy Group Company (the
“Issuer”). The address of the Issuer’s principal executive offices is
18/F, Block B1, TianJin Emperor Place, No. 85 NanJing Road, HePing District,
Tianjin, 300042, People's Republic of China.
Item
2. Identity and Background
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(a)
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The
name of the reporting persons are Vicis Capital LLC (“Vicis”) and SLS
Holdings III, LLC (“SLS”).
Vicis Capital Master
Fund
(the
“Fund”)
, for which
Vicis acts as investment advisor
, directly holds
107,099,378 of the shares reported on this
Schedule.
Vicis
may be deemed to beneficially own such
107,099,378 shares
within the meaning of
Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by
virtue of the voting and dispositive power over such shares granted by the
Fund to Vicis.
SLS directly holds
62,314,767
of
the
shares reported on this
Schedule.
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(b)
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The
address of Vicis is 445 Park Avenue, Suite 1901, New York, NY
10022. The address of SLS is 445 Park Avenue, Suite 1901, New
York, NY 10022.
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(c)
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Vicis
is an investment adviser registered under the Investment Advisers Act of
1940, as amended, that provides investment advisory services to Vicis
Capital Master Fund (the “Fund”). SLS is a limited liability
company, the principal business of which is the ownership of the
securities of the Issuer.
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(d)
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Neither
Vicis nor SLS has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five
years.
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(e)
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Neither
Vicis nor SLS has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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.
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(f)
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Vicis
Capital LLC is a limited liability company organized under the laws of the
state of Delaware. SLS Holdings III, LLC is a limited liability
company organized under the laws of the state of
Delaware.
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Pursuant to General Instruction C of
Schedule 13D, the following information is being provided with respect to each
member of Vicis and of SLS, respectively (the “Insiders”):
Members
of Vicis Capital LLC
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Name
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Occupation
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Shad
Stastney
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Member
and Chief Operating Officer
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John
Succo
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Member
and Chief Investment Officer
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Sky
Lucas
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Member
and Head of Global Convertible
Arbitrage
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Members
of SLS Holdings III, LLC
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Name
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Occupation
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Shad
Stastney
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Member
and Chief Operating Office of Vicis Capital, LLC
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John
Succo
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Member
and Chief Investment Officer of Vicis Capital, LLC
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Sky
Lucas
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Member
and Head of Global Convertible Arbitrage of Vicis Capital,
LLC
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The business address of each of the
Insiders is 445 Park Avenue, Suite 1901, New York, NY 10022.
To Vicis’s and SLS’s
knowledge, respectively, each of the Insiders is a United States citizen, and
none of the Insiders has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has any Insider been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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
The Fund previously acquired 1,368,247
shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”)
and a warrant to purchase 9,577,737 shares of Common Stock (the “2008 Warrant”)
from a private party. On May 28, 2009, the Fund received an
additional 177,936 shares of Series A Preferred Stock as a dividend pursuant to
the terms of the Certificate of Designations of Preferences, Rights and
Limitations of Series A Preferred Stock (the “Series A Preferred Stock
Certificate of Designations”).
The terms of the Series A
Preferred Stock Certificate of
Designations
and
of
each of the Warrants
contain
conversion caps that prevent the Fund from exercising or converting, as the case
may be, an amount of such Warrant or Series A Preferred Stock to the extent that
the Fund would beneficially own greater than 4.9% of the outstanding Common
Stock.
On April 30, 2009 the Fund acquired
1,094,061 shares of Series B Convertible Preferred Stock (the “Series B
Preferred Stock”) and a warrant to purchase 7,814,719 shares of Common Stock
(the “2009 Warrant” and, together with the 2008 Warrant, the “Warrants”) from a
private party. The Fund has acquired an additional 5,711,031 shares
of the Issuer's Common Stock in the aggregate as dividends on the Series B
Convertible Preferred Stock pursuant to the terms of the Series B Convertible
Preferred Stock Certificate of Designations (the “Series B Preferred Stock
Certificate of Designations”).
On June 19, 2009,
pursuant to
a
Closing Escrow Agreement dated April
30, 2009 between the Issuer and China Hand Fund, LLC, the escrow agent delivered
22,327 shares of Series B Preferred Stock to
the
Fund, as assignee of China Hand Fund,
LLC, because the Issuer failed to meet certain income targets for the fiscal
year ending December 31, 2009.
Each share of the Series A
Preferred
Stock
and
of
the Series B Preferred
Stock
is convertible, subject to adjustment,
into 35 shares of Common Stock
, such that 54,116,405 shares of Common
Stock underlie the Series A Preferred Stock (subject to the limitations imposed
by the applicable conversion cap) and 39,073,580 shares of Common Stock underlie
the Series B Preferred Stock
.
On September 14, 2010,
the Fund and SLS each
entered into an agreement with a
private party whereby
the
Fund
and SLS each acquired
from such private party: (i) 9.365
shares of the Issuer's Series C Convertible Preferred Stock
(the “Series C Preferred
Stock”)
, (ii) 1 share of
the Issuer's Series D Convertible Preferred Stock
(the “Series D Preferred
Stock”)
,
and (iii) certain obligations and
rights under the Backstop Agreement (as defined below),
for a purchase price of
$7,500,000
each
.
In connection with the acquisition of
the Series C Convertible Preferred Stock and the Series D Convertible Preferred
Stock, China Hand Fund, LLC and the Issuer entered into a Backstop Agreement,
dated September 14, 2010 (the “Backstop Agreement”), and China Hand Fund,
LLC subsequently assigned
certain of its right
s
and obligations relating to the
Backstop Agreement to the Fund and to SLS. Pursuant to
such assignment
, the Fund and SLS have collectively
agreed to provide up to $20,100,000 in additional financing to the Issuer if the
Issuer is unable to raise enough capital to complete the acquisition of
Beijing Century Dadi Gas Engineering Co., Ltd. and Zhoulu Dadi Gas Co.
Ltd.
The Issuer's
Series C Preferred Stock currently converts on a 1-for-5,647,011 basis, such
that 52,
884,258 shares of
Common Stock underlie the Series C Preferred Stock owned by Vicis and
52,
884,258 shares of Common Stock underlie
the Series C Preferred Stock owned by SLS
. The Series C Preferred
Stock automatically converts into Common Stock upon the earlier of: (i)
May 31, 20
11 or (ii)
the
Issuer's acquisition of at least 70% of
the
equity interests in Beijing Century Dadi
Gas Engineering Co., Ltd. The number of shares of the Issuer's Common
Stock issuable upon conversion of each share of Series D Preferred Stock is
equal to: (219,605,986*(.72/.28) - A - B)/4, whereby A is equal to the number of
shares of Common Stock into which
the
Series C Preferred Stock may be
converted on the date the Series C Convertible
Preferred Stock is issued (the
“
Issuance Date
”
) plus any shares
of
Common Stock into which shares of Series
C Preferred Stock which may be converted upon conversion of any convertible
promissory notes convertible into such stock outstanding on the Issuance Date,
and whereby B is equal to the number of shares of Common Stock, plus the number
of shares of Common Stock into which any convertible preferred stock, debt or
other convertible securities are convertible, issued to new investors between
October 1, 2010 and April 30, 2011, which result in gross proceeds to the Issuer
which do not exceed $54,500,000.
The Series D
Preferred Stock automatically converts
into Common Stock immediately after the conversion of all Series C
P
referred Stock and upon the latest to
occur of: (i) May 31, 2011 or (ii) the date upon which the Issuer completes the
acquisition of at least 70% of the equity interests in Beijing Century Dadi Gas
Engineering Co., Ltd.
Because the Series D
Preferred Stock conversion ratio cannot be determined at this time, it is
unknown how many shares of Common Stock are underlying the Series D Preferred
Stock and no shares of Common Stock underlying the Series D Preferred Stock
owned by Vicis and the Series D Preferred Stock owned by SLS have been included
as shares owned by Vicis or by SLS, respectively, on this
Schedule.
On September 14,
2010, the Issuer issued a
Convertible Promissory Note
to
each of the Fund and
SLS, each having
an
original principal amount of $1,500,000
due October 15, 2010
(each
a “Note” and collectively, the “Notes”). The terms of the Notes
provide that i
n the event
the Issuer repays the original principal amount
of a Note
in full by October 15, 2010,
the
holder of such Note
will
be issued 1.67 shares of the Issuer's
Series C Convertible Preferred Stock
, and that i
n the event the Issuer does not repay
the original principal amount
of a Note in full by October 15, 2010,
such
Note will
automatically convert into 3.75 shares of Series C Converti
ble Preferred Stock. As a
result, assuming the Issuer timely repays the original principal amount in full,
the Fund and SLS will each be deemed to beneficially own an additional 9,430,508
shares of Common Stock underlying the Series C Preferred Stock acquired upon
such timely repayment.
As a result of the transactions
described above, when the 5,711,031 shares of Common Stock previously acquired
by the Fund are aggregated with the 39,073,580 shares of Common Stock underlying
the Series B Preferred Stock and the 62,314,767 shares of Common Stock
underlying the Series C Preferred Stock, Vicis may be deemed to beneficially own
107,099,378 shares of Common Stock.
As a result of the transactions
described above, SLS may be deemed to beneficially own 62,314,767 shares of
Common Stock.
Item
4. Purpose of Transaction.
Vicis, on behalf of the Fund, acquired
the securities of the Issuer described in this Schedule as held by the Fund for
investment purposes in the ordinary course of its business pursuant to specified
investment objectives of the Fund. SLS acquired the securities of the
Issuer described in this Schedule as held by SLS for investment
purposes.
On July 15, 2009, Mr. Shad Stastney was
appointed to the Issuer's board of directors.
Mr. Stastney is the Chief Operating
Officer and Hea
d of
Research for Vicis Capital
LLC, a company he jointly founded in 2004
, and a member of SLS
.
Mr. Stastney also jointly founded Victus
Capital Management LLC in 2001. From 1998 through 2001, Mr. Stastney worked with
the corporate equity derivatives origination group of Credit Suisse First
Boston, eventually becoming a Director and Head of the Hedging and Monetization
Group, a joint venture between derivatives and equity capital markets. In 1997,
he joined Credit Suisse First Boston’s then-combined convertible/equity
derivative origination desk. From 1994 to 1997, he was an associate at the law
firm of Cravath, Swaine and Moore in New York, in their tax and corporate
groups, focusing on derivatives. He graduated from the University of North
Dakota in 1990 with a B.A. in Political Theory and History, and from the Yale
Law School in 1994 with a J.D. degree focusing on corporate and tax law.
Mr. Stastney is currently a
director of The Amacore Group, Inc., Ambient Corporation,
China Hydroelectric Corporation,
China New Energy Group
Company and
Master Silicon Carbide Industries, Inc.
Vicis and representatives of Vicis and
the Fund have had discussions with senior management of the Issuer and may in
the future have such discussions concerning ways in which the Issuer could
maximize shareholder value.
SLS and representatives of SLS have had
discussions with senior management of the Issuer and may in the future have such
discussions concerning ways in which the Issuer could maximize shareholder
value.
Except as set forth in this Item 4,
neither Reporting Person has any present plans or proposals that relate to or
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Act, but each Reporting Person will continue to review
this position based upon further developments.
As permitted by law, each Reporting
Person may purchase additional shares of Common Stock or other securities
convertible, exchangeable or exercisable into Common Stock or dispose of any or
all of such securities from time to time in the open market, in privately
negotiated transactions, or otherwise, depending upon future evaluation of the
Issuer and upon other developments, including general economic and stock market
conditions.
Item 5. Interest in
Securities of the Issuer
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(a)
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The
Fund,
for which Vicis
Capital LLC acts as investment advisor
,
directly holds
107,099,378 of the shares reported on this Schedule
.
Vicis Capital LLC may be deemed to
beneficially own such
107,099,378 shares within the meaning of
Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by
virtue of the voting and dispositive power over such shares granted by
Vicis Capital Master Fund to Vicis Capital LLC.
The voting and dispositive power
granted to Vicis Capital LLC by Vicis Capital Master Fund
may be
revoked at any time
.
Vicis disclaims beneficial ownership of any shares reported on this
Schedule. The foregoing 107,099,378 shares of
Common Stock represent approximately 51.4% of the Issuer’s outstanding
Common Stock (based upon 107,070,281 shares of Common Stock outstanding at
August 10, 2010, as reported by the Issuer in its Quarterly Report on Form
10-Q/A filed with the SEC on August 17, 2010, 39,073,580 shares of Common
Stock underlying the Series B Preferred Stock and 62,314,767 shares of
Common Stock underlying the Series C Preferred Stock owned by the
Fund).
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SLS
directly holds 62,314,767 of the shares reported on this Schedule
.
The foregoing
62,314,767 shares of Common Stock represent approximately 36.8% of the
Issuer’s outstanding Common Stock (based upon 107,070,281 shares of Common
Stock outstanding at August 10, 2010, as reported by the Issuer in its
Quarterly Report on Form 10-Q/A filed with the SEC on August 17, 2010,
62,314,767 shares of Common Stock underlying the Series C Preferred Stock
owned by SLS). SLS disclaims beneficial ownership of any shares
held by the Fund reported on this
Schedule.
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(b)
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For
information on voting and dispositive power with respect to the above
listed shares, see Items 7-10 of the Cover
Pages.
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(c)
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Except
as disclosed in Item 3 of this Schedule, the Reporting Persons have not
effected any transaction in the Common Stock in the past 60
days.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect
to Securities of the
Issuer
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The information set forth in Items 3
and 4 is hereby incorporated by reference in this Item 6.
Item
7. Material to Be Filed as Exhibits
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Exhibit No.
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Description
|
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Exhibit
A
|
SLS
Holdings III, LLC Action of Members in Lieu of Meeting, dated October 5,
2010.
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Exhibit
B
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Joint
Filing Agreement, dated October 5, 2010, between Vicis Capital, LLC and
SLS Holdings III, LLC.
|
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Exhibit
C
|
Warrant
to Purchase Shares of China New Energy Group Company (incorporated herein
by reference to Exhibit 4.1 to Form 8-K filed by China New Energy Group
Company on August 26, 2008).
|
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Exhibit
D
|
China
New Energy Group Company Certificate of Designations of Preferences,
Rights and Limitations of Series A Convertible Preferred Stock
(incorporated herein by reference to Exhibit 4.2 to Form 8-K filed by
China New Energy Group Company on August 26, 2008).
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Exhibit
E
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Warrant
to Purchase Shares of Common Stock of China New Energy Group Company
(incorporated herein by reference to Exhibit 4.1 to Form 8-K filed by
China New Energy Group Company on May 6, 2009).
|
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Exhibit
F
|
China
New Energy Group Company Certificate of Designations of Preferences,
Rights and Limitations of Series B Convertible Preferred Stock
(incorporated herein by reference to Exhibit 4.2 to Form 8-K filed by
China New Energy Group Company on May 6, 2009).
|
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Exhibit
G
|
Series
B Convertible Preferred Stock Securities Escrow Agreement by and between
China New Energy Group Company, China Hand Fund, LLC, and Escrow, LLC,
dated August 20, 2008 (incorporated herein by reference to Exhibit 10.4 to
Form 8-K filed by China New Energy Group Company on May 6,
2009).
|
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Exhibit
H
|
China
New Energy Group Company Certificate of Designations of Preferences,
Rights and Limitations of Series C Convertible Preferred Stock
(incorporated herein by reference to Exhibit 4.1 to Form 8-K filed by
China New Energy Group Company on September 20, 2010).
|
|
Exhibit
I
|
China
New Energy Group Company Certificate of Designations of Preferences,
Rights and Limitations of Series D Convertible Preferred Stock
(incorporated herein by reference to Exhibit 4.2 to Form 8-K filed by
China New Energy Group Company on September 20,
2010).
|
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Exhibit
J
|
Series
C and Series D Convertible Preferred Stock Securities Purchase Agreement
by and between China New Energy Group Company and China Hand Fund I, LLC,
dated September 14, 2010 (incorporated herein by reference to Exhibit 10.1
to Form 8-K filed by China New Energy Group Company on September 20,
2010).
|
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Exhibit
K
|
Backstop
Agreement by and between China New Energy Group Company and China Hand
Fund, LLC, dated September 14, 2010 (incorporated herein by reference to
Exhibit 10.2 to Form 8-K filed by China New Energy Group Company on
September 20, 2010).
|
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Exhibit
L
|
Form
of Note Purchase Agreement, dated September 14, 2010 (incorporated herein
by reference to Exhibit 10.4 to Form 8-K filed by China New Energy Group
Company on September 20, 2010).
|
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Exhibit
M
|
Form
of China New Energy Group Company Convertible Note, dated September 14,
2010 (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed
by China New Energy Group Company on September 20,
2010).
|
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.
VICIS
CAPITAL, LLC
October
5, 2010
Date
|
By:
|
/s/
Andrew Comito
|
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|
Name:
Andrew Comito
|
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|
Title:
Compliance Officer*
|
*
Executed pursuant to the authorization of the members of Vicis Capital LLC
attached as Attachment A to the Schedule 13D/A previously filed with the SEC by
Vicis Capital LLC with respect to the Amacore Group, Inc. on October 1,
2009.
SLS
HOLDINGS III, LLC
October
5, 2010
Date
|
By:
|
/s/
Andrew Comito
|
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Name:
Andrew Comito
|
|
|
Title:
Compliance Officer*
|
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*
Executed pursuant to the authorization of the members of SLS Holdings III, LLC
attached as Exhibit A hereto.
Exhibit
A
SLS
HOLDINGS III, LLC
ACTION
OF MEMBERS IN LIEU OF MEETING
The undersigned, being all of the
members of SLS Holdings III, LLC, a Delaware limited liability company (the
“Company”), hereby take the following action and consent to the adoption of the
following resolutions without a meeting and by unanimous written consent
pursuant to Section 18-302 of the Delaware Limited Liability Company Act to have
the same force and effect as if unanimously taken and adopted at a meeting of
the members:
WHEREAS, the Company from time to time
desires to take certain actions on its own behalf in order to comply with the
securities laws of the United States and the several states thereof and the
rules and regulations thereunder (collectively, the “Securities
Laws”).
NOW, THEREFORE, BE IT RESOLVED, that
the Company hereby authorizes each of Keith Hughes and Andrew Comito (each a
“Compliance Person”) to:
(a) prepare,
or have prepared by legal counsel, any and all forms, reports, documents,
statements, and other information, and amendments thereto (each a “Securities
Filing”) that the Company may be required to file under the Securities Laws in
connection with the business operations of the Company, including without
limitation, each Securities Filing that the Company may be required to file
under Sections 13, 14, or 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder;
(b) execute
in the name of and on behalf of each of the Company any such Securities Filing,
and timely file such form or report with the United States Securities and
Exchange Commission (the “SEC”) and any similar state securities regulatory
authority or stock exchange;
(c) do
and perform any and all acts for and on behalf of each of the Company that may
be required by the Securities Laws or otherwise necessary or desirable to
complete any such Securities Filing; and
(d) take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of a Compliance Person, as the case may be, may be of benefit to,
in the best interest of, or legally required by, the Company, it being
understood that the documents executed by any Compliance Person on behalf of the
Company pursuant to this Action of Members in Lieu of Meeting shall be in such
form and shall contain such terms and conditions as such Compliance Person may
approve in his discretion; and further
RESOLVED, that the Company hereby
grants to each Compliance Person full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that such Compliance Person shall lawfully do or cause to be done by virtue
of this Action of Members in Lieu of Meeting and the rights and powers herein
granted; and further
RESOLVED, that no Compliance Person, in
serving in such capacity at the request of the Company, is assuming any of the
responsibilities of the Company to comply with the Securities Laws; and
further
RESOLVED, that this Action shall remain
in full force and effect until revoked by the members in a signed writing
delivered to each Compliance Person; and further
RESOLVED, that all lawful action
heretofore taken by
a
Compliance Person
in
furtherance of the matters approved in th
is Action of Members in Lieu of
Meeting
be, and hereby is,
ratified and confirmed in all respects.
IN
WITNESS WHEREOF, the undersigned has executed this consent as of the 5th day of
October, 2010.
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MEMBERS:
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/s/ Sky Lucas
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Sky
Lucas
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/s/ Shad Stastney
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Shad
Stastney
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/s/ John Succo
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John
Succo
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Exhibit
B
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them of
a statement on Schedule 13D with respect to the Common Stock, par value $0.001
per share, of China New Energy Group Company which may be beneficially owned by
each of them, and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filing. The undersigned further agree that
any amendments to such statement on Schedule 13D shall be filed jointly on
behalf of each of them without the necessity of entering into additional joint
filing agreements.
The
undersigned further agree that each party hereto is responsible for timely
filing of such statement on Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided that no party is responsible for the completeness or accuracy
of the information concerning any other party, unless such party knows or has
reason to believe that such information is
inaccurate. Notwithstanding the foregoing, Andrew Comito, Vicis
Capital LLC Compliance Officer, is hereby authorized to act as a representative
of the signatories hereof for purposes of effecting any Schedule 13D filing or
amendment thereof, or any other SEC ownership filing which may relate
hereto.
The
undersigned shall not be deemed to admit that the undersigned was required to
file a statement on Schedule 13D by reason of entering into this Joint Filing
Agreement. Further, the undersigned shall not be deemed to admit membership in a
group by reason of entering into this Joint Filing Agreement.
This
Joint Filing Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such counterparts
together shall constitute but one agreement.
In
evidence thereof the undersigned, being duly authorized, hereby execute this
Joint Filing Agreement as of this 5th day of October, 2010.
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VICIS
CAPITAL, LLC
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By: /s/
___________________
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SLS
HOLDINGS III, LLC
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By: /s/
___________________
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China New Energy (PK) (USOTC:CNER)
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