Page 1 of 8 Pages
SCHEDULE 13D
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CUSIP No. 07011T306
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Peter
L. Jensen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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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)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
SOLE VOTING POWER
2,245,982 shares
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8
SHARED VOTING POWER
120,000 shares
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9
SOLE DISPOSITIVE POWER
1,150,982 shares
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10
SHARED DISPOSITIVE POWER
120,000 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,365,982 shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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Based on 21,882,250 shares of Common Stock of Basin Water, Inc. outstanding as of November 9, 2007, as reported by Basin Water, Inc. in its Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on November 14, 2007.
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CUSIP No. 07011T306
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Page 3 of 8 Pages
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Item 1. Security and Issuer.
This Statement relates to shares of common stock, par value $0.001 per share (the
Common Stock
), of Basin Water, Inc., a Delaware corporation (the
Issuer
) and hereby amends and
restates in its entirety the Schedule 13D for the Reporting Person filed on December 22, 2006. The Issuers principal executive offices are located at 8731 Prestige Court, Rancho Cucamonga, CA 91730.
Item 2. Identity and Background.
(a) This
Statement is being filed by Peter L. Jensen (the
Reporting Person
).
The Reporting Person is the Chief Executive Officer
of the Issuer. He is also the trustee for Shareholder under the Amended and Restated Voting Trust Agreement dated September 20, 2005.
(b) The address of the principal office of the Reporting Person is 8731 Prestige Court, Rancho Cucamonga, CA 91730.
(c) The
Reporting Persons principal occupation is Chief Executive Officer of the Issuer. The Reporting Person also serves as the Chairman of the Issuers Board of Directors. The Reporting Person was the founder of the Issuer and was elected to
the Issuers Board of Directors at the time of the Issuers inception in December 1999. The Reporting Person is a member of Class I of the Issuers Board of Directors, and his term ends at the annual meeting of stockholders to be held
in 2010.
(d) During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic
violations and other similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any 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.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
In connection with the Issuers initial public offering in May 2006, the Reporting Person received 8,125 shares of restricted Common Stock at par value (for total consideration of $8.13), as to which 1/3 of the
shares would vest on each of the first, second and third anniversaries of the grant date. The Reporting Person received these shares as part of the compensation under his employment agreement with Issuer, entered into on May 11, 2006. The
Reporting Person used his personal funds for the payment of the shares. The funds were not borrowed or obtained from any source to acquire the shares.
On August 18, 2006, the Reporting Person exercised an option to purchase 90,000 shares of Common Stock at an exercise price of $0.92 per share. The Issuers Board of Directors granted the stock option to the
Reporting Person on August 27, 2001. The Reporting Person used his personal funds for the payment of the exercise price with respect to these shares. The funds were not borrowed or obtained from any source to acquire the shares.
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CUSIP No. 07011T306
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Page 4 of 8 Pages
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On December 12, 2006, the Reporting Person sold 25,000 shares of Common Stock at a price of $6.41
per share. Also on December 12, 2006, 25,000 shares of Common Stock held in a voting trust for the benefit of the Reporting Persons spouse were sold at $6.41 per share. The Reporting Person is trustee for his spouse under the Amended and
Restated Voting Trust Agreement dated September 20, 2005.
In connection with entering into a trading plan pursuant to Rule 10b5-1 of the
Securities Exchange Act of 1934, as amended (
Rule 10b5-1
), the Reporting Person transferred 200,000 shares of Common Stock to an account held by the Reporting Person and his spouse in joint tenancy. The Reporting Persons
spouse also transferred 200,000 shares held under the voting trust to the same account. As a result, the Reporting Person and his spouse jointly held 400,000 shares of Common Stock. No consideration was paid in connection with such transfers. From
February 20, 2007 through July 19, 2007, 280,000 of these shares of Common Stock have been sold at prices ranging from $8.00 to $12.72 per share.
On December 29, 2006, the Reporting Person made a gift of 5,000 shares of Common Stock to MIT.
On September 24, 2007, the
Reporting Person contributed 85,000 shares of Common Stock to a charitable remainder unitrust of which the reporting person and his wife are lifetime beneficiaries in the income of the trust. The reporting person has no investment control over the
securities held by the trust and disclaims beneficial ownership in such securities except to the extent of his and his wifes pecuniary interest therein.
On December 28, 2007, the Reporting Person was granted an option to purchase 55,000 shares of Common Stock pursuant to a Stock Option Grant Notice and Stock Option Agreement under the Issuers 2006 Equity
Incentive Award Plan. The option has an exercise price of $7.31 per share and vests as to 1/3 of the shares on each of the first, second and third anniversaries of the grant date.
The Reporting Person may be deemed to be an indirect beneficial owner of shares beneficially owned and/or held by or for the account or benefit of the
spouse of the Reporting Person. The Reporting Persons spouse acquired the shares owned and/or held by or for her account pursuant to gifts by the Reporting Person.
Item 4. Purpose of Transaction.
The Reporting Person received the 8,125 shares of restricted
Common Stock and the option to purchase 55,000 shares of Common Stock as part of compensation for his services as Chief Executive Officer of the Issuer. The Reporting Person acquired the 90,000 shares of Common Stock in connection with the exercise
of the stock option to avoid its expiration on August 27, 2006. Upon expiration, the Reporting Person would have no longer been able to acquire the shares pursuant to the stock option.
The Reporting Person and his spouse transferred the shares to a joint account to enable them to make sales under a trading plan meeting the requirements
of Rule 10b5-1. Pursuant to the stock trading plan adopted by the Reporting Person, the sale of up to 400,000 shares of Common Stock may occur at minimum prices ranging from $8.00 to $18.00 per share. From February 20, 2007 through July 19, 2007,
280,000 of these shares of Common Stock were sold at prices ranging from $8.00 to $12.72 per share.
Through his position as the Chief
Executive Officer and a director of the Issuer, the Reporting Person has the ability to influence the management policies of the Issuer with the aim of increasing the value of the Issuer, and thus, the Reporting Persons investment.
Other than as set forth above, the Reporting Person has no current plan or proposal which relates to, or may result in, any of the matters listed in
Items 4(a) (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The Reporting Person:
(i)
beneficially owns 2,365,982 shares of Common Stock, or approximately 10.8% of the issued and outstanding shares of Common Stock;
(ii) has
sole voting power with respect to 2,245,982 shares of Common Stock, approximately 10.2% of the issued and outstanding shares of Common Stock;
(iii) has sole dispositive power with respect to 1,150,982 shares of Common Stock, or approximately 5.2% of the issued and outstanding shares of Common Stock; and
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CUSIP No. 07011T306
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Page 5 of 8 Pages
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(iv) has shared voting and dispositive power with respect to 120,000 shares of Common Stock, or
approximately 0.5% of the issued and outstanding shares of Common Stock.
The Reporting Persons spouse:
(i) has sole dispositive power with respect to 1,095,000 shares of Common Stock, or approximately 5.0% of the issued and outstanding shares of Common
Stock; and
(ii) has shared voting and dispositive power with respect to 120,000 shares of Common Stock, or approximately 0.5% of the
issued and outstanding shares of Common Stock.
Percentages are based on 21,882,250 shares of Common Stock outstanding as of
November 9, 2007, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2007.
(c) Since March 20, 2006, the following transactions occurred in the Common Stock:
(i) On
May 17, 2006, the Reporting Person received 8,125 shares of restricted Common Stock from Issuer at par value of $0.001 per share.
(ii) On August 18, 2006, the Reporting Person exercised an option to purchase 90,000 shares of Common Stock at an exercise price of $0.92 per share.
(iii) On December 12, 2006, the Reporting Person sold 25,000 shares of Common Stock at a price of $6.41 per share in an open market transaction. Also on December 12, 2006, 25,000 shares of Common Stock held
in a voting trust for the benefit of the Reporting Persons spouse were sold at $6.41 per share in an open market transaction.
(iv)
In connection with entering into a trading plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, the Reporting Person transferred 200,000 shares of Common Stock to an account held by the Reporting Person and his spouse in
joint tenancy. The Reporting Persons spouse also transferred 200,000 shares held under the voting trust to the same account. No consideration was paid in connection with such transfers. Pursuant to the stock trading plan adopted by the
Reporting Person, the sale of up to 400,000 shares of Common Stock could occur at minimum prices ranging from $8.00 to $18.00 per share. From February 20, 2007 through July 19, 2007, 280,000 of these shares of Common Stock were sold at prices
ranging from $8.00 to $12.72 per share.
(v) On December 29, 2006, the Reporting Person made a gift of 5,000 shares of Common Stock to MIT.
(vi) On September 24, 2007, the Reporting Person contributed 85,000 shares of Common Stock to a charitable remainder unitrust of which the
reporting person and his wife are lifetime beneficiaries in the income of the trust. The reporting person has no investment control over the securities held by the trust and disclaims beneficial ownership in such securities except to the extent of
his and his wifes pecuniary interest therein.
(vii) On December 28, 2007, the Reporting Person was granted an option to purchase
55,000 shares of Common Stock pursuant to a Stock Option Grant Notice and Stock Option Agreement under the Issuers 2006 Equity Incentive Award Plan. The option has an exercise price of $7.31 per share which vests as to 1/3 of the shares on
each of the first, second and third anniversaries of the grant date.
(d) No other person is known to have the right to receive and
the power to direct the receipt of dividends from, or the proceeds from the sale of such shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On September 20, 2005, the Reporting Person and his spouse entered into an amended and restated voting trust agreement whereby the Reporting Person
acts as trustee for a voting trust that holds 1,095,000 shares for the benefit of his spouse. The voting trust terminates on September 20, 2008, or earlier upon written agreement of the trustee and the beneficiary. During the term of the voting
trust, the trustee will have sole and exclusive right to vote the shares in the voting trust. Until September 20, 2008, the beneficiary may not sell her beneficial interest in the shares unless the trustee otherwise
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CUSIP No. 07011T306
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Page 6 of 8 Pages
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consents. From September 20, 2008 to September 20, 2011, if the beneficiary desires to sell or pledge her
beneficial interest in the shares, she must first give the trustee written notice of such desire, whereupon the trustee will have the right to purchase such shares at the price offered by the beneficiary. If the trustee declines to purchase such
shares, then the beneficiary may sell the shares to a third party at a price no lower than that offered to the trustee.
On May 17,
2006, pursuant to a Restricted Stock Award Grant Notice and Restricted Stock Award Agreement, the Reporting Person received 8,125 shares of restricted Common Stock at par value (for total consideration of $8.13), as to which 1/3 of the shares would
vest on each of the first, second and third anniversaries of the grant date. The Reporting Person received these shares as part of the compensation under his employment agreement with Issuer, entered into on May 11, 2006.
On December 28, 2007, the Reporting Person was granted an option to purchase 55,000 shares of Common Stock pursuant to a Stock Option Grant Notice and
Stock Option Agreement under the Issuers 2006 Equity Incentive Award Plan. The option has an exercise price of $7.31 per share which vests as to 1/3 of the shares on each of the first, second and third anniversaries of the grant date.
Item 7. Material to be Filed as Exhibits.
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Exhibit 1
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Amended and Restated Voting Trust Agreement, dated September 20, 2005 (incorporated by reference to the Issuers registration statement on Form S-1 filed on February 13, 2006).
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Exhibit 2
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Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (included as an exhibit to the 2006 Equity Incentive Award Plan incorporated by reference to Amendment No. 4
to the Issuers registration statement on Form S-1 filed on May 10, 2006).
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Exhibit 3
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Form of Stock Option Grant Notice and Stock Option Agreement (included as an exhibit to the Issuers 2006 Equity Incentive Award Plan incorporated by reference to Amendment No. 4 to the
Issuers registration statement on Form S-1 filed on May 10, 2006).
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CUSIP No. 07011T306
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Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of such Reporting Persons knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: February 14, 2008
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PETER L. JENSEN
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/s/ Peter L. Jensen
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CUSIP No. 07011T306
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Page 8 of 8 Pages
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Exhibit Index
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Exhibit 1
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Amended and Restated Voting Trust Agreement, dated September 20, 2005 (incorporated by reference to the Issuers registration statement on Form S-1 filed on February 13, 2006).
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Exhibit 2
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Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (included as an exhibit to the 2006 Equity Incentive Award Plan incorporated by reference to Amendment No. 4
to the Issuers registration statement on Form S-1 filed on May 10, 2006).
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Exhibit 3
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Form of Stock Option Grant Notice and Stock Option Agreement (included as an exhibit to the Issuers 2006 Equity Incentive Award Plan incorporated by reference to Amendment No. 4 to the
Issuers registration statement on Form S-1 filed on May 10, 2006).
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