IWTT 11-19-08, 15-12g filed, over $50,000 of common stock just bought by insiders!
On August 29, 2008 and on September 10, 2008, the reporting person acquired 2,500,000 shares of common stock from IWT Tesoro Corporation (for a total of 5,000,000 shares) at $.01 per share pursuant to Section 4(2) and Rule 506 of the Securities Act of 1934, as amended
Purpose of Transaction
In connection with the transaction, the Reporting Person acquired the Issuer Common Stock as an investment. The Issuer filed for pursuant to Chapter 11 of the Bankruptcy Code in September 2007. In January 2008, substantially all of this Issuer’s assets were sold pursuant to a Section 363 sale. The Reporting Person hopes to effectuate a merger or acquisition so that the Issuer could again become an operating company (either directly or through a subsidiary).
Identity and Background
(a)-(c). This Schedule 13D is filed by DCR, LLC, a Delaware limited liability company (the “Reporting Person”) whose address is 5 Wicks Lane, Wilton, CT 06897. Mr. Boucher, the President, sole Director and a Control Shareholder of the Issuer, and is also the manager and a 50% member of DCR. His address is 5 Wicks End Lane, Wilton, CT 06897.
(1) Henry J. Boucher, Jr., the manager and a 50% owner of DCR is also the Chief Executive Officer and sole Director of IWT Tesoro Corporation. Of these shares, (i)(A) Mr. Boucher owns 782,350 individually, (B) 49,450 shares held in Mr. Boucher’s self-directed 401(k), and(C) 292,100 shares held as tenants by the entirety with his wife, (ii) 83,334 shares are held jointly by Frank Carr and Theresa Carr, each of whom own 25% of DCR, LLC, and (iii) 10,000 shares are held individually by Mr. Carr.
(2) DCR owns 15,086,773 shares.
(3) Based on 28,272,340 shares outstanding as of September 10, 2008.