UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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Senesco Technologies, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
817208 40 8
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(CUSIP Number)
Joel Brooks, 303 George Street, Suite 420, New Brunswick, New Jersey 08901
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(732-296-8400)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 2002
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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 Rules 13d-1(e), 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 for other parties
to whom copies are to be sent.
* 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 ("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).
Page 1 of 6 Pages
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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
(SEE INSTRUCTIONS) (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 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 736,352 (See Item 5)
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SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 736,352 (See Item 5)
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REPORTING -----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
736,352 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.20%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this
statement relates is common stock, $0.01 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 303 George Street, Suite 420, New Brunswick,
New Jersey 08901.
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,
New Jersey 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 neither Umbrella nor Mr.
Escaravage was 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 exercisable.
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.
On December 1, 2001, the Company granted to Mr. Escaravage
options to purchase 40,000 shares of Common Stock pursuant to the
Company's 1998 Stock Incentive Plan, as amended, at an exercise
price of $2.26 per share, for his services performed as a
director of the Company. One-half (1/2) of such options were
exercisable on the date of grant and one-half (1/2) of such
options became exercisable on December 1, 2002.
Page 3 of 6 Pages
ITEM 4. PURPOSE OF TRANSACTION.
On April 16, 2002, Umbrella sold 34,737 shares of Common Stock
pursuant to a private resale to an unrelated third party.
On December 1, 2002, one-half (1/2) of the 40,000 options granted
to Mr. Escaravage on December 1, 2001 pursuant to the Company's
1998 Stock Incentive Plan, as amended, at an exercise price equal
to $2.26 per share, became exercisable.
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 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
736,352 shares of Common Stock. Umbrella disclaims any
beneficial interest in the options to purchase 80,000 shares
of Common Stock held by Mr. Escaravage. Umbrella's 736,352
shares of Common Stock represents 6.20% of the issued and
outstanding shares of Common Stock of the Company, based on
11,880,045 shares issued and outstanding as of December 31,
2002.
Mr. Escaravage is the beneficial owner of options to
purchase 80,000 shares of Common Stock that are presently
exercisable. The options to purchase 80,000 shares of Common
Stock held by Mr. Escaravage represent less than 1% of the
issued and outstanding shares of Common Stock of the
Company, based on 11,880,045 shares issued and outstanding
as of December 31, 2002.
(b) Umbrella has the sole power to vote and the sole power to
dispose of 736,352 shares of Common Stock held solely by it.
Mr. Escaravage has the sole power to vote and the sole power
to dispose of options to purchase 80,000 shares of Common
Stock held solely by him.
Page 4 of 6 Pages
(c) During 2002, the percentage of issued and outstanding Common
Stock beneficially owned by Umbrella was reduced due to (i)
its sale and transfer of 34,737 shares of Common Stock to an
unrelated third party, and (ii) the Company's private
placements of Common Stock.
(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.
None.
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, 2003 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