| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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|
1. Name and Address of Reporting Person*
| SEE FOOTNOTE (1), 11 MADISON AVENUE | |
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2008 | 3. Issuer Name and Ticker or Trading Symbol
COMPOSITE TECHNOLOGY CORP
[CPTC]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | X | 10% Owner | | Officer (give title below) | | Other (specify below) | |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
|---|
|
Common Stock
|
22,332,720
|
I
|
See Footnotes
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year)
| 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
|
|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
|
Call Option (right to buy)
| | 06/30/2008 |
Common Stock
|
45,454,544
|
$
0.88
|
I
|
See Footnotes
|
| Explanation of Responses: |
|
|
|
Remarks:
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| /s/ Louise Guarneri, Managing Director, on behalf of the Reporting Person | 08/20/2008 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| 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 Number. |
EX-99
Exhibit 99.1
(1) In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Form 3 is being filed by Credit Suisse (the Bank), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investment Banking division (the Investment Banking division), the Alternative Investments business (the AI Business) within the Asset Management division (the Asset Management division) and the U.S. private client services business (the U.S. PCS Business) within the Private Banking division (the Private Banking division) (the Reporting Person). The address of the Banks principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Persons principal business and office in the United States is Eleven Madison Avenue, New
York, New York 10010.
The ultimate parent company of the Bank is Credit Suisse Group AG (CSG), a corporation formed under the laws of Switzerland. CSG is a global financial services company, active in all major financial centers and providing a comprehensive range of banking products. The Bank is comprised of the Investment Banking division, the Asset Management division and the Private Banking division. The Investment Banking division provides financial advisory and capital raising services and sales and trading to institutional, corporate and government clients worldwide. The Asset Management division provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide and offers products across a broad range of investment classes, including alternative investments. The Private Banking division offers global private banking and corporate and retail banking services
in Switzerland. CSGs business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.
The Bank owns all the voting stock of Credit Suisse (International) Holding AG (CS Int Hldg AG), a Swiss company. CS Int Hldg AG acts as a holding company for certain subsidiaries of the Investment Banking division in Europe, and since December 1996, in the Pacific region. The address of the principal business and office of CS Int Hldg AG is Bahnhofstrasse 17, P.O. Box 234, CH 6301 Zug, Switzerland.
CS Int Hldg AG owns all of the voting equity of Credit Suisse Investments (UK) (CS Inv UK), a UK limited liability company that acts as an investment holding company for the UK interests of the Investment Banking division. The address of the principal business and office of CS Inv UK is One Cabot Square, London E14 4QJ, UK.
Credit Suisse Investment Holdings (UK) (CS Inv Hldgs UK) is a UK limited liability company that acts as a holding company for the UK interests of the Investment Banking division. CS Inv UK holds a majority of CS Inv Hldgs UK's equity; CS Int Hldg AG holds the remaining equity. The address of the principal business and office of CS Inv Hldgs UK is One Cabot Square, London E14 4QJ, UK.
CS Inv Hldgs UK holds all of the voting stock of Credit Suisse Securities (Europe) Limited (CS Sec Eur Ltd), a UK limited liability company. CS Sec Eur Ltd is a UK broker-dealer whose principal business is international securities underwriting and trading and corporate advisory services. The address of the principal business and office of CS Sec Eur Ltd is One Cabot Square, London E14 4QJ, UK.
CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including those subsidiaries that constitute the Asset Management division (other than the AI Business) (the Traditional AM Business) and the Private Banking division (other than the U.S. PCS Business) (the Non-U.S. PB Business)) may beneficially own securities to which this Form 3 relates (the Shares) and such Shares are not reported in this Form 3. CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. Each of the Traditional AM Business and the Non-U.S. PB Business disclaims beneficial ownership of Shares beneficially owned by the Reporting Person. The Reporting Person disclaims
beneficial ownership of Shares beneficially owned by CSG, the Traditional AM Business and the Non-U.S. PB Business.
(2) The call option and the shares of Common Stock are held directly by CS Sec Eur Ltd.
(3) The call option may be exercised at any time in whole or in part or a series of parts (no less than 11,363,636 shares of Common Stock in each instance and not to exceed in aggregate 45,454,544 shares of Common Stock).