UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
Under
the Securities Exchange Act of 1934
Midwest
Energy Emissions Corp. |
(Name
of Issuer) |
Common
Stock, $0.001 par value |
(Title
of Class of Securities) |
Alterna
Core Capital Assets Fund II, L.P.
Richard
Bertkau
c/o
Alterna Capital Partners LLC
15
River Road, Suite 320
Wilton,
Connecticut 06897
Telephone:
(203) 210-7333
with
a copy to:
Vanessa
J. Schoenthaler, Esq.
Qashu
& Schoenthaler LLP
295
Madison Avenue, 12th Floor
New
York, New York 10017
Telephone:
(646) 274-1450
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
14, 2014 |
(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 which 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. [ ]
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.
*
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 disclosures provided
in a prior cover page.
The
information required on 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).
CUSIP No. |
59833H101 |
1. |
Name
of Reporting Person
Alterna
Core Capital Assets Fund II, L.P. |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
[X] |
(b) |
[ ] |
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions)
BK,
WC, OO |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
|
|
6. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
22,660,600 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
22,660,600 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,660,600 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
13. |
Percent
of Class Represented by Amount in Row (11)
36.18% |
14. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
PN,
HC |
CUSIP No. |
59833H101 |
1. |
Name
of Reporting Person
AC
Midwest Entity Corp. |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
[X] |
(b) |
[ ] |
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions)
OO |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
|
|
6. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
22,660,600 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
22,660,600 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,660,600 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
13. |
Percent
of Class Represented by Amount in Row (11)
36.18% |
14. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
CO,
HC |
CUSIP No. |
59833H101 |
1. |
Name
of Reporting Person
AC
Midwest Energy LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
[X] |
(b) |
[ ] |
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions)
OO |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
|
|
6. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
22,660,600 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
22,660,600 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,660,600 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
13. |
Percent
of Class Represented by Amount in Row (11)
36.18% |
14. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
OO |
CUSIP No. |
59833H101 |
1. |
Name
of Reporting Person
Alterna
Capital Partners LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
[X] |
(b) |
[ ] |
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
22,660,600 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
22,660,600 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,660,600 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
13. |
Percent
of Class Represented by Amount in Row (11)
36.18% |
14. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
IA,
OO |
CUSIP No. |
59833H101 |
1. |
Name
of Reporting Person
Alterna
General Partner II LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
[X] |
(b) |
[ ] |
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
|
|
6. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
22,660,600 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
22,660,600 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,660,600 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
13. |
Percent
of Class Represented by Amount in Row (11)
36.18% |
14. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
IA,
OO |
CUSIP No. |
59833H101 |
1. |
Name
of Reporting Person
Harry
V. Toll |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
[X] |
(b) |
[ ] |
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
|
|
6. |
Citizenship
or Place of Organization
United
States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
22,660,600 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
22,660,600 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,660,600 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
13. |
Percent
of Class Represented by Amount in Row (11)
36.18% |
14. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
IN |
CUSIP No. |
59833H101 |
1. |
Name
of Reporting Person
James
C. Furnivall |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
[X] |
(b) |
[ ] |
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
|
|
6. |
Citizenship
or Place of Organization
United
States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
22,660,600 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
22,660,600 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,660,600 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
13. |
Percent
of Class Represented by Amount in Row (11)
36.18% |
14. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
IN |
CUSIP No. |
59833H101 |
1. |
Name
of Reporting Person
Eric
M. Press |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
[X] |
(b) |
[ ] |
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
|
|
6. |
Citizenship
or Place of Organization
United
States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
22,660,600 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
22,660,600 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,660,600 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
13. |
Percent
of Class Represented by Amount in Row (11)
36.18% |
14. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
IN |
CUSIP No. |
59833H101 |
1. |
Name
of Reporting Person
Roger
P. Miller |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
[X] |
(b) |
[ ] |
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
|
|
6. |
Citizenship
or Place of Organization
United
States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
22,660,600 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
22,660,600 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,660,600 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
13. |
Percent
of Class Represented by Amount in Row (11)
36.18% |
14. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
IN |
CUSIP No. |
59833H101 |
1. |
Name
of Reporting Person
Earle
Goldin |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
[X] |
(b) |
[ ] |
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
|
|
6. |
Citizenship
or Place of Organization
United
States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
22,660,600 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
22,660,600 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,660,600 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
13. |
Percent
of Class Represented by Amount in Row (11)
36.18% |
14. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
IN |
Item
1. Security and Issuer.
This
statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of
Midwest Energy Emissions Corp., a Delaware corporation (the “Issuer”). The principal executive offices of the
Issuer are located at 500 West Wilson Bridge Road, Suite 140 Worthington, Ohio 43085.
Item
2. Identity and Background.
(a), (f)
This statement on Schedule 13D is being filed by:
|
(i) |
Alterna
Capital Partners LLC, a Delaware limited liability company (“Alterna”); |
|
|
|
|
(ii) |
Alterna
General Partner II LLC, a Delaware limited liability company (the “Fund II General Partner”); |
|
|
|
|
(iii) |
Alterna
Core Capital Assets Fund II, L.P., a Delaware limited partnership (the “Fund II”); |
|
|
|
|
(iv) |
AC
Midwest Entity Corp., a Delaware corporation (“AC Midwest Corp.”); |
|
|
|
|
(v) |
AC
Midwest Energy LLC, a Delaware limited liability company (“AC Midwest”); |
|
|
|
|
(vi) |
Harry
V. Toll, James C. Furnivall, Eric M. Press, Roger P. Miller and Earle Goldin, each a citizen of the United States of America
(together with Alterna, Fund II General Partner, Fund II, AC Midwest Corp. and AC Midwest the “Reporting Persons”). |
The
Reporting Persons have entered into a Joint Filing Agreement, dated August 25, 2014, a copy of which is attached hereto as Exhibit
99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of
Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended.
(b)
The address of the principal business and principal office of each of the Reporting Persons is c/o Alterna Capital Partners LLC,
15 River Road, Suite 320, Wilton, Connecticut 06897.
(c)
AC Midwest is the wholly owned subsidiary of AC Midwest Corp., which in turn is the wholly-owned subsidiary of Fund II. AC Midwest
Corp. was formed for the purpose of and is primarily engaged in the business of investing in AC Midwest. AC Midwest was formed
for the purpose or and is primarily engaged in the business of holding the Subject Securities (as hereinafter defined). Fund II
is primarily engaged in the business of investing in securities. Fund II General Partner is primarily engaged in the business
of serving as the general partner of Fund II. Alterna is primarily engaged in the business of serving as investment advisor to
various investment funds including Fund II.
The
present principal occupations of Harry V. Toll, James C. Furnivall, Eric M. Press and Roger P. Miller are as serving as managing
members of Alterna, through which Messrs. Toll, Furnivall, Press and Miller manage various private investment funds, including
Fund II. The present principal occupation of Earle Goldin is serving as a member of Alterna, through which Mr. Goldin manages
various private investment funds, including Fund II.
The
name, citizenship, present principal occupation or employment and business address of each managing member, executive officer
and control person of the Reporting Persons are set forth on Schedule A attached hereto.
(d),
(e) During the preceding five years, none of the Reporting Persons, and to the best of the knowledge of the Reporting Persons,
none of the persons set forth on Schedule A, has: (i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) been 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 violations with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
On
August 14, 2014, AC Midwest, the Issuer and the Issuer’s wholly-owned subsidiary, MES, Inc., a North Dakota corporation
(“MES”), entered into a certain Financing Agreement (the “Financing Agreement”), pursuant
to the terms of which AC Midwest purchased a 12% senior secured convertible note in the aggregate principal amount of $10 million,
due July 31, 2018 (the “Note”), and a five year warrant (the “Warrant”) to purchase up to
an additional 12,500,000 shares of Common Stock. AC Midwest acquired the Note and Warrant for an aggregate purchase price of $10
million.
The
source of funding for such transaction was derived from capital contributed to Fund II and borrowings under a capital call facility
with Silicon Valley Bank.
Item
4. Purpose of Transaction.
(a)-(j)
The Note and Warrant were acquired for investment purposes.
Pursuant
to, and in accordance with the terms of the Financing Agreement, the indebtedness evidenced by the Note is convertible at any
time and from time to time into shares of the Issuer’s Common Stock at an initial conversion price of $1.00 per share, subject
to automatic adjustment, to $0.75 per share, if the Issuer’s EBITDA for the twelve-month period ended December 31, 2015
is less than $2,500,000, and further subject to weighted average anti-dilution protection (except with respect to certain excluded
issuances). Interest on the Note is payable in kind for the first year, at a rate of 2% in cash and 10% in kind for the second
year and thereafter entirely in cash. Interest is calculated on the basis of a 360-day year and actual days elapsed, and it accrues
or is payable, as applicable, monthly in arrears on or before the last day of each calendar month.
The
Warrant is exercisable at any time and from time to time for up to 12,500,000 shares of Common Stock at an initial exercise price
of $1.00 per share, subject to automatic adjustment, to $0.75 per share, if the Issuer’s EBITDA for the twelve-month period
ended December 31, 2015 is less than $2,500,000, and further subject to weighted average anti-dilution protection (except with
respect to certain excluded issuances). In addition the Warrant contains percentage based anti-dilution protection, requiring
that the aggregate number of shares of Common Stock purchasable upon initial exercise of the Warrant not be less than an amount
equal to 15% of the Issuer’s then outstanding shares of capital stock on a fully diluted basis. The Warrant may also be
exercised on a cashless basis.
In
connection with the Financing Agreement AC Midwest, the Issuer, MES and Richard Galterio, as agent to the holders of an aggregate
of $1,795,000 in outstanding principal amount of certain of the Issuer’s 10% secured convertible notes (as modified by that
certain Allonge, dated as of August 14, 2014, the “2013 Secured Notes”), which 2013 Secured Notes are convertible
into shares of the Issuer’s Common Stock at a conversion price of $0.50 per share, subject to weighted average anti-dilution
protection, entered into a certain Intercreditor Agreement, dated as of August 14, 2014, pursuant to the terms of which AC Midwest
has the right, but not the obligation, upon an event of default under the terms of the Financing Agreement or the 2013 Secured
Notes, to acquire the outstanding 2013 Secured Notes for an amount equal to the then unpaid indebtedness evidenced by such notes.
Also
in connection with the Financing Agreement, AC Midwest and the Issuer entered into a certain Investor/Registration Rights Agreement,
dated as of August 14, 2014, pursuant to the terms of which the AC Midwest has the right to demand registration of all of the
shares of Common Stock issuable upon conversion of the Note, exercise of the Warrant and conversion of any of the 2013 Secured
Notes acquired by AC Midwest.
The
foregoing description of the Note, Warrant, Allonge to the 2013 Secured Notes, Intercreditor Agreement and Investor/Registration
Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Financing Agreement, the
Form of Warrant, Form of Allonge, Intercreditor Agreement and Investor/Registration Rights Agreement, which are filed herewith
as Exhibits 99.2, 99.3, 99.4, 99.5 and 99.6, respectively, and incorporated herein by reference.
The
Reporting Persons will continuously evaluate the Issuer’s operations, prospects, business development, management, competitive
and strategic matters, capital structure, liquidity requirements, prevailing market conditions, alternative investment opportunities
and all other factors deemed relevant in determining whether to convert the Note or exercise the Warrant. Consistent with their
investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the Issuer’s management,
board of directors, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment
and financing professionals, sources of credit and other investors.
In
addition, the Reporting Persons may, at any time and from time to time, acquire additional shares of Common Stock or other equity,
debt, notes, instruments or securities of the Issuer or dispose of any or all of such securities, in either case in the open market,
in privately negotiated transactions or otherwise.
Other
than as described in this Schedule 13D, none of the Reporting Persons have any current plans or proposals that would be related
to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of their ongoing evaluation
of this investment and investment alternatives, the Reporting Persons may consider such matters in the future and, subject to
applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions
with or make formal proposals to management or the board of directors of the Issuer, other shareholders of the Issuer or other
third parties regarding such matters.
Item
5. Interest in Securities of the Issuer.
(a),
(b) Based upon the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2014, as filed with the
Securities and Exchange Commission on August 14, 2014, an aggregate of 39,976,278 shares of Common Stock were outstanding as of
August 14, 2014.
Based
on the foregoing, as of the date hereof, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 22,660,600
shares of Common Stock, which includes: (i) 10,000,000 shares of Common Stock issuable upon conversion of the Note (the “Conversion
Shares”); (ii) 160,600 shares of Common Stock issuable upon conversion of payable in kind interest on the Note (the
“PIK Interest Shares”) within sixty days of the date hereof; and (iii) 12,500,000 shares of Common Stock issuable
upon exercise of the Warrant (the “Warrant Shares” and together with the Note, Conversion Shares, Warrant,
PIK Interest Shares, any 2013 Secured Notes acquired by AC Midwest, and any shares of Common Stock issuable upon conversion of
any 2013 Secured Notes so acquired, collectively, the “Subject Securities”), representing approximately 36.18%
of the Issuer’s outstanding Common Stock.
AC
Midwest directly holds (or will hold upon issuance or acquisition, as applicable, directly hold) and has the power to vote and
dispose of the Subject Securities.
AC
Midwest Corp., together with Fund II, owns all of the outstanding equity interests of AC Midwest, accordingly AC Midwest Corp.
may be deemed to beneficially own the Subject Securities held by AC Midwest.
Fund
II owns all of the outstanding equity interests of AC Midwest Corp., and together with AC Midwest Corp., owns all of the outstanding
equity interests of AC Midwest, accordingly Fund II may be deemed to beneficially own the Subject Securities held by AC Midwest.
Alterna,
in its capacity as investment advisor to Fund II, has the ability to direct the investment decisions of the Fund II, including
the power to vote and dispose of securities held by AC Midwest, accordingly Alterna may be deemed to beneficially own the Subject
Securities held by AC Midwest.
Fund
II General Partner, in its capacity as the general partner of Fund II, has the ability to direct the management of Fund II’s
business, including the power to direct the decisions of Fund II regarding the vote and disposition of securities held by AC Midwest,
accordingly Fund II General Partner may be deemed to beneficially own the Subject Securities held by AC Midwest.
Each
of Messrs. Toll, Furnivall, Press and Miller, by virtue of their role as managing members of Alterna, and Mr. Goldin, by virtue
of his role as a member of Alterna, may be deemed to have the shared power regarding the vote and disposition of securities held
by AC Midwest, accordingly each may be deemed to beneficially own the Subject Securities held by AC Midwest.
(c)
There have been no transactions in the Issuer’s Common Stock by any of the Reporting Persons within the last sixty days.
(d)
No persons other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Subject Securities.
(e) Not
applicable.
Item
6. Contracts.
The
disclosures set forth in Items 3, 4 and 5 are incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item
7. Material to be Files as Exhibits.
Exhibit |
|
Description |
99.1* |
|
Joint
Filing Agreement, dated as of August 25, 2014, by and among Alterna Capital Partners LLC, Alterna General Partner II LLC,
Alterna Core Capital Assets Fund II, L.P., AC Midwest Energy LLC, Harry V. Toll, James C. Furnivall, Eric M. Press, Roger
P. Miller and Earle Goldin. |
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99.2 |
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Financing
Agreement, dated as of August 14, 2014, by and among Midwest Energy Emissions Corp., MES, Inc. and AC Midwest Energy LLC (incorporated
by reference to Exhibit 10.1 to Midwest Energy Emissions Corp.’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 15, 2014). |
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99.3 |
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Form
of Warrant (incorporated by reference to Exhibit 10.2 to Midwest Energy Emissions Corp.’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on August 15, 2014). |
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99.4 |
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Form
of Allonge, dated as of August 14, 2014, by and between Midwest Energy Emissions Corp. and Richard Galterio, as agent for
the holders of certain of Midwest Energy Emissions Corp.’s 10% secured convertible promissory notes (incorporated by
reference to Exhibit 10.7 to Midwest Energy Emissions Corp.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 15, 2014). |
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99.5 |
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Intercreditor
Agreement, dated as of August 14, 2014, by and among Richard Galterio, as agent for certain prior note holders, Midwest Energy
Emissions Corp., MES, Inc. and AC Midwest Energy LLC (incorporated by reference to Exhibit 10.4 to Midwest Energy Emissions
Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2014). |
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99.6 |
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Investor/Registration
Rights Agreement, dated as of August 14, 2014, by and between Midwest Energy Emissions Corp. and AC Midwest Energy LLC (incorporated
by reference to Exhibit 10.5 to Midwest Energy Emissions Corp.’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 15, 2014). |
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99.7* |
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Limited
Power of Attorney for Section 13 and Section 16 Reporting. |
*Filed herewith.
SIGNATURES
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.
Dated: August
25, 2014
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Alterna
Capital Partners LLC |
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By: |
/s/
Earle Goldin |
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Earle Goldin |
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Member |
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Alterna
General PArtner II LLC |
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By: |
/s/
Earle Goldin |
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Earle
Goldin |
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Managing
Member |
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Alterna
Core Capital Assets Fund II, L.p. |
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By: |
Alterna
General Partner II, LLC |
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Its: |
General
Partner |
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|
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By: |
/s/
Earle Goldin |
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Earle
Goldin |
|
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Managing
Member |
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AC
Midwest Entity Corp. |
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By: |
/s/
Earle Goldin |
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Earle
Goldin |
|
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President |
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AC
Midwest Energy LLC |
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By: |
/s/
Earle Goldin |
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Earle
Goldin |
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Managing
Member |
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HARRY
V. TOLL |
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By: |
/s/
Richard Bertkau |
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Richard
Bertkau |
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Attorney-in-Fact |
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James
C. Furnivall |
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By: |
/s/
Richard Bertkau |
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Richard
Bertkau |
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Attorney-in-Fact |
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ERIC
M. PRESS |
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By: |
/s/
Richard Bertkau |
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Richard
Bertkau |
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Attorney-in-Fact |
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ROGER
P. MILLER |
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By: |
/s/
Richard Bertkau |
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Richard
Bertkau |
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Attorney-in-Fact |
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EARLE
GOLDIN |
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By: |
/s/
Earle Goldin |
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Earle
Goldin |
Managing
Members, Executive Officers and Control Persons of the Reporting Persons
The
following sets forth the name, position and principal occupation of each managing member, executive officer or control person
of each of the Reporting Persons. Each individual set forth below is a citizen of the United States of America. The business address
of each such person is c/o Alterna Capital Partners LLC, 15 River Road, Suite 320, Wilton, Connecticut 06897. To the best of the
Reporting Persons’ knowledge, except as set forth in this statement on Schedule 13D, none of the managing members, executive
officers or control persons of the Reporting Persons own any shares of capital stock of the Issuer.
Alterna
Capital Partners LLC
Name |
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Principal
Occupation |
Harry
V. Toll |
|
Managing
Member |
James
C. Furnivall |
|
Managing
Member |
Eric
M. Press |
|
Managing
Member |
Roger
P. Miller |
|
Managing
Member |
Earle
Goldin |
|
Member |
Richard
Bertkau |
|
Chief
Compliance Officer |
Paul
Schaffer |
|
Chief
Financial Officer |
Alterna
General Partner II LLC
Name |
|
Principal
Occupation |
Harry
V. Toll |
|
Managing
Member |
James
C. Furnivall |
|
Managing
Member |
Eric
M. Press |
|
Managing
Member |
Roger
P. Miller |
|
Managing
Member |
Earle
Goldin |
|
Managing
Member |
Alterna
Core Capital Assets Fund II, L.P.
Alterna
General Partner II LLC is the general partner of Alterna Core Capital Assets Fund II, L.P.
AC Midwest
Entity Corp.
Name |
|
Principal
Occupation |
Earle
Goldin |
|
President |
Samir
Patel |
|
Vice
President |
Paul
Schaffer |
|
Secretary
and Treasurer |
AC
Midwest Energy LLC
Name |
|
Principal
Occupation |
Earle
Goldin |
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Managing
Member |
Samir
Patel |
|
Managing
Member |
Paul
Schaffer |
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Managing
Member |
Exhibit
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to
the joint filing, along with all other such undersigned, on behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the common stock, par value $0.001 per share, of Midwest Energy Emissions Corp. and that this agreement
be included as an Exhibit to such joint filing.
The
undersigned acknowledge that each shall be responsible for the timely filing of any statement (including amendments) on Schedule
13D, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible
for the completeness or accuracy of the information concerning the other persons making the filing, unless the undersigned knows
or has reason to believe that such information is inaccurate.
This
agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Signature
pages to follow]
In
witness whereof, each of the undersigned has caused this Joint
Filing Agreement to be duly executed as of the 25th, day of August 2014.
|
Alterna
Capital Partners LLC |
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|
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By: |
/s/
Earle Goldin |
|
|
Earle
Goldin |
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Member |
|
Alterna
General PArtner II LLC |
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|
|
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By: |
/s/
Earle Goldin |
|
|
Earle Goldin |
|
|
Managing Member |
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Alterna
Core Capital Assets Fund II, L.p. |
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|
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By: |
Alterna
General Partner II, LLC |
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Its: |
General
Partner |
|
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|
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By: |
/s/
Earle Goldin |
|
|
Earle Goldin |
|
|
Managing Member |
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AC
Midwest Entity Corp. |
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|
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By: |
/s/
Earle Goldin |
|
|
Earle Goldin |
|
|
President |
|
AC
Midwest Energy LLC |
|
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|
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By: |
/s/
Earle Goldin |
|
|
Earle Goldin |
|
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Managing Member |
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HARRY
V. TOLL |
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|
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By: |
/s/
Richard Bertkau |
|
|
Richard
Bertkau |
|
|
Attorney-in-Fact |
|
James
C. Furnivall |
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|
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By: |
/s/
Richard Bertkau |
|
|
Richard
Bertkau |
|
|
Attorney-in-Fact |
|
ERIC
M. PRESS |
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|
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By: |
/s/
Richard Bertkau |
|
|
Richard
Bertkau |
|
|
Attorney-in-Fact |
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ROGER
P. MILLER |
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|
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By: |
/s/
Richard Bertkau |
|
|
Richard
Bertkau |
|
|
Attorney-in-Fact |
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EARLE
GOLDIN |
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By: |
/s/
Earle Goldin |
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|
Earle Goldin |
Exhibit
99.7
Limited
Power of Attorney
For
Section 13 and Section 16 Reporting
Know
all Persons By These Presents, that the undersigned hereby makes,
constitutes and appoints Richard Bertkau and Earle Goldin, and each of them, as the undersigned’s true and lawful attorney-in-fact,
with full power of substitution and resubstitution, each with the power to act alone for the undersigned and in the undersigned’s
name, place and stead, in any and all capacities to:
(i)
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities
and Exchange Commission (the “SEC”) a Form ID (and all amendments thereto), and any other documents necessary
or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required
by Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
any rule or regulation thereunder;
(ii)
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC: (a) Forms 3, 4
and 5 (and all amendments thereto) in accordance with Section 16(a) of the Exchange Act, and the rules and regulations thereunder;
(b) statements on Schedules 13D and 13G (and all amendments thereto) in accordance with Section 13 of the Exchange Act, and the
rules and regulations thereunder; and (c) Form 144 (and all amendments thereto) under Rule 144 of the Securities Act of 1933,
as amended;
(iii)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute
any such Forms 3, 4 or 5, statements on Schedules 13D or 13G or Form 144, and complete and execute any amendment or amendments
thereto, and timely file such forms or statements with the SEC and any stock exchange or similar authority;
(iv)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact 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, hereby ratifying
and confirming all that such attorney-in-fact shall lawfully do or cause or have caused to be done by virtue of this Limited Power
of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply
with Section 13 or Section 16 of the Exchange Act or Rule 144 of the Securities Act.
This
Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules
13D and 13G, and Forms 3, 4, 5 and 144 with respect to the securities owned by the undersigned, unless earlier revoked by the
undersigned.
[Signature
page to follow]
IN
WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney to be executed as of the 25th day of August,
2014.
|
By: |
/s/
Harry V. Toll |
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|
Harry
V. Toll |
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|
|
|
By: |
/s/
James C. Furnivall |
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|
James
C. Furnivall |
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By: |
/s/
Eric M. Press |
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|
Eric
M. Press |
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By: |
/s/
Roger P. Miller |
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|
Roger
P. Miller |
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|
By: |
/s/
Earle Goldin |
|
|
Earle
Goldin |
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