SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on December 13, 2006
OMB APPROVAL |
||
OMB Number: 3235-0145 |
||
Expires: February 28, 2009 |
||
Estimated
average burden hours per response...10.4 |
||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Save the World Air, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
805147 10 5
(CUSIP Number)
November 3, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Page 1 of 6 pages
CUSIP No. |
805147 10 5 |
| 1 | NAMES OF REPORTING PERSONS: Joette Masry Dell (JMD) Joseph R. Dell (JRD) |
||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
| (a) o | |||||
| (b) þ Husband/Wife | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| United States of America | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | JMD = 2,284,370 JRD = 800,000 |
||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | JMD = 2,284,370 JRD = 800,000 |
||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| JMD =
2,284,3701 JRD = 800,0002 |
|||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 7.8%3 | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| IN | |||||
| 1 | JMD disclaims beneficial ownership of shares held by JRD. | |
| 2 | JRD disclaims beneficial ownership of shares held by JMD. | |
| 3 | Percentage reported represents the aggregate percentage beneficially owned jointly by JMD and JRD, who are husband and wife. |
Page 2 of 6 pages
Item 1.
| (a) Name of Issuer | ||||||
| Save the World Air, Inc. | ||||||
| (b) Address of Issuers Principal Executive Offices | ||||||
| 5125 Lankershim Boulevard | ||||||
| North Hollywood, California 91601 | ||||||
Item 2.
| (a) Name of Person Filing | ||||||
| Joette Masry Dell (JMD) | ||||||
| Joseph R. Dell (JRD) | ||||||
| JMD and JRD are filing this Statement on Schedule 13G jointly pursuant to Rule 13d-k(1). Attached to this statement as Exhibit A is the Joint Filing Agreement of JMD and JRD pursuant to Rule 13d-1(k)(1)(iii). | ||||||
| (b) Address of Principal Business Office or, if none, Residence | ||||||
| 901 E. Camino Real | ||||||
| Carlton Penthouse 1C | ||||||
| Boca Roton, Florida 33432 | ||||||
| (c) Citizenship | ||||||
| JMD and JRD: United States of America | ||||||
| (d) Title of Class of Securities | ||||||
| Common Stock, $0.001 par value | ||||||
| (e) CUSIP Number | ||||||
| 805147 10 5 | ||||||
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a :
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
Page 3 of 6 pages
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||||
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||||
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||
| Not Applicable | ||||||
Item 4. Ownership
| (a) Amount beneficially owned: | ||||||
| JMD = 2,284,3701 |
||||||
| JRD = 800,0002 | ||||||
| (b) Percent of class: | ||||||
| 7.8%3 | ||||||
| (c) Number of shares as to which the person has: | ||||||
| (i) Sole power to vote or to direct the vote | ||||||
| JMD = 2,284,370 | ||||||
| JRD = 800,000 | ||||||
| (ii) Shared power to vote or to direct the vote | ||||||
| 0 | ||||||
| (iii) Sole power to dispose or to direct the disposition of | ||||||
| JMD = 2,284,370 | ||||||
| JRD = 800,000 | ||||||
| (iv) Shared power to dispose or to direct the disposition of | ||||||
| 0 | ||||||
Item 5. Ownership of Five Percent or Less of a Class
| Not Applicable. | ||||
| 1 | JMD disclaims beneficial ownership of shares held by JRD. | |
| 2 | JRD disclaims beneficial ownership of shares held by JMD. | |
| 3 | Percentage reported represents the aggregate percentage beneficially owned jointly by JMD and JRD, who are husband and wife. |
Page 4 of 6 pages
Item 6 Ownership of More than Five Percent on Behalf of Another Person
| Not Applicable. | ||||
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
| Not Applicable. | ||||
Item 8. Identification and Classification of Members of the Group
| Exhibit B is a list of each member of the group filing this Schedule pursuant to §240.13d-1(c). | ||||
Item 9. Notice of Dissolution of Group
| Not Applicable. | ||||
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
[Signature Page Follows]
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.
November 24, 2006
| /s/ JOETTE MASRY DELL | ||||
| Joette Masry Dell | ||||
| /s/ JOSEPH R. DELL | ||||
| Joseph R. Dell | ||||
Page 6 of 6 pages
Exhibit A
Joint Filing Agreement
Joette Masry Dell and Joseph R. Dell (collectively, the Parties and individually a Party)
hereby agree that they shall file a single statement on Schedule 13G (as amended from time to time,
the Statement) with respect to their beneficial ownership of shares of Common Stock (the
Securities) of Save the World Air, Inc., on behalf of and in satisfaction of the obligations of
all Parties and that they shall amend the Statement from time to time as required by rules issued
under the Securities Exchange Act of 1934, as amended.
Each Party represents and warrants that such Party is eligible to use Schedule 13G with
respect to information regarding the Securities and agrees to assume responsibility for the timely
filing of the Statement and any amendment thereto. Each of the Parties hereby assumes
responsibility for the completeness and accuracy of the information concerning such Party contained
in the Statement. No Party shall be responsible for the completeness and accuracy of the
information contained in the Statement concerning any other Party, unless such Party knows or has
reason to believe that such information is incomplete or inaccurate. The execution of the
Statement, or amendments thereto, by a Party shall constitute a representation by such Party that
the information concerning such Party contained therein is complete and accurate and such Party
neither knows nor has any reason to believe that information concerning any other Party contained
therein is either incomplete or inaccurate.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but taken together shall constitute one and the same instrument.
In Witness Whereof, the Parties have executed this Joint Filing Agreement this 24th day of
November, 2006.
| /s/ JOETTE MASRY DELL | ||||
| Joette Masry Dell | ||||
| /s/ JOSEPH R. DELL | ||||
| Joseph R. Dell | ||||
Exhibit B
Identity of Each Member of Filing Group
The members of the group filing the Schedule 13G of which this Exhibit B is a part are as
follows:
Joette Masry Dell
Joseph R. Dell