SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1 ) 1
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Senesco Technologies, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
817208 40 8
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(CUSIP Number)
Joel Brooks, 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, 2001
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(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(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 817208 40 8 13D Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michel A. Escaravage (now known as Michel O'Hara)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS * PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF 7 SOLE VOTING POWER 738
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SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 738
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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
738
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0%
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14 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is Common Stock, $.01 par value (the "Common Stock"), of
Senesco Technologies, Inc., a Delaware corporation (the "Company").
The address of the principal executive offices of the Company is 303
George Street, Suite 420, New Brunswick, New Jersey 08901.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this report is Michel A.
Escaravage (now known as Michel O'Hara);
(b) The business address of Mr. Escaravage is 4-1403 Robie Street,
Halifax, Nova Scotia, B3H 3E3, Canada;
(c) The present principal occupation or employment of Mr. Escaravage
is a student;
(d) During the last five years, Mr. Escaravage has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors);
(e) During the last five years, Mr. Escaravage was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding it was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws; and
(f) Mr. Escaravage is a citizen of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 9, 1998, Senesco, Inc., a New Jersey corporation
("Senesco"), Nava Leisure USA, Inc., an Idaho corporation ("Nava"),
Nava Leisure Acquisition Corp., a New Jersey corporation and
wholly-owned subsidiary of Nava ("NAC"), and the Principal
Stockholders (as defined therein), entered into an Agreement and Plan
of Merger, providing for the merger of NAC with and into Senesco, and
the issuance to the shareholders of Senesco one newly issued share of
Common Stock of Nava for each share of Common Stock of Senesco whereby
the shareholders of Senesco acquired a majority of the issued and
outstanding shares of Common Stock of Nava (the "Merger"). The Merger
was consummated on January 22, 1999, the date upon which the
Certificate of Merger filed with the Secretary of State of the State
of New Jersey was declared effective. Upon the consummation of the
Merger, Senesco was the surviving corporation and remained a
subsidiary of Nava which changed its name to Senesco Technologies,
Inc., an Idaho corporation ("STI").
Mr. Escaravage was a shareholder of Senesco and beneficially owned
235,369 shares of Common Stock of Senesco. As a result of the Merger,
on January 22, 1999, Mr. Escaravage received 235,369 shares of Common
Stock of STI (formerly Nava), consisting of 8.72% of the 2,700,008
shares of STI Common Stock issued and outstanding. On September 29,
1999, STI declared a 2-1 forward stock split of its issued and
outstanding Common Stock and, as a result, Mr. Escaravage's holdings
of STI Common Stock increased to 470,738 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.
Page 3 of 6 Pages
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Escaravage acquired the 470,738 shares of the Company's Common
Stock, on a post stock split adjusted basis, as a result of the Merger
as discussed in Item 3 above.
In July 2001, Mr. Escaravage sold 400,000 shares of the Company's
Common Stock to an unrelated third party pursuant to a private resale
agreement.
In October 2001, Mr. Escaravage acquired an additional 30,000 shares
of the Company's Common Stock. Such shares were gifted and transferred
to him from the Umbrella Project, L.L.C. ("Umbrella"), a beneficial
owner of the Company's Common Stock. The sole member of Umbrella is
Phillip Escaravage, the brother of Mr. Escaravage.
In December 2001, Mr. Escaravage sold 100,000 shares of the Company's
Common Stock to an unrelated third party pursuant to a private resale
agreement.
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, Mr. Escaravage may dispose of shares of the
Company's Common Stock. Mr. Escaravage will continue to consider his
equity interests in the Company and he reserves the right to formulate
such plans or proposals, and to take such action, as he may deem
appropriate in light of future circumstances.
Except as set forth above, Mr. Escaravage does not have any present
plans or intentions which would result in or relate to any of the
following:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(c) A sale or transfer of a material amount of assets of the Company;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
Page 4 of 6 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Escaravage beneficially owns 738 shares of the Company's
Common Stock. Mr. Escaravage's 738 shares of Common Stock
represents less than 1.0% of the issued and outstanding shares of
the Company's Common Stock, based on 9,987,187 shares issued and
outstanding as of December 31, 2001.
(b) Mr. Escaravage has the sole power to vote or to direct the vote
of all of the 738 shares of the Company's Common Stock.
(c) In 2001, the percentage of the issued and outstanding Common
Stock of the Company beneficially owned by Mr. Escaravage was
materially reduced due to (i) his sale of 400,000 shares of the
Company's Common Stock to an unrelated third party in July 2001,
(ii) his sale of 100,000 shares of the Company's Common Stock to
an unrelated third party in December 2001, and (iii) the
Company's private placements of 1,142,858 and 665,714 shares of
its restricted Common Stock in December 2001.
(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) As of July 2001, Mr. Escaravage ceased to be a beneficial owner
of more than five percent (5%) of the Company's Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH THE
ISSUER.
There is no contract, arrangement, understanding or relationship
(legal or otherwise) between Mr. Escaravage 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.
March 28, 2002 By: /s/ Michel O'Hara
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Michel A. Escaravage
(now known as Michel O'Hara)(Stockholder)
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001.).
Page 6 of 6 Pages