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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Under the Securities Exchange Act of 1934
Advanced Biotherapy, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
00750J100
(CUSIP Number)
Jeffrey R. Mistarz
Chief Financial Officer
Lime Energy Co.
280 Landmeier Road
Elk Grove Village, Illinois 60007
(847) 437-1666
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 3, 2009
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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NAMES OF REPORTING PERSONS.
Lime Energy Co. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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NUMBER OF |
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1,169,821,940 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,169,821,940 |
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WITH |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,169,821,940 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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100% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is the common stock, par
value $0.001 per share (the Common Stock), of Advanced Biotherapy, Inc., a corporation organized
under the laws of the State of Delaware (the Company). The principal executive offices of the
Company are located at 227 West Monroe, Suite 3900, Chicago, Illinois 60606.
Item 2. Identity and Background
Item 2. Identity and Background
This Schedule 13D is being filed by Lime Energy Co. (Lime), a corporation organized under
the laws of the State of Delaware. Limes principal business is providing energy efficiency
products and services. Limes principal business address and office is located at 1280 Landmeier
Road, Elk Grove Village, Illinois 60007.
(a) (c); (f) The name, business address, present principal occupation or employment, and the
name and principal business or any corporation or other organization in which such employment is
conducted of each of the executive officers and directors of Lime is set forth in Schedule I
attached hereto. Each person listed in Schedule I is a citizen of the United States.
(d) (e) During the last five years, neither Lime nor, to the knowledge of Lime, have any of
the persons listed on Schedule I, (i) been convicted in any criminal proceedings (excluding traffic
violations and similar misdemeanors) or (ii) been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding 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.
Item 3. Source and Amount of Funds or Other Consideration
On March 3, 2009, Lime exchanged 2,252,341 shares of its common stock for 1,060,421,884 shares
of the Companys Common Stock held by stockholders of the Company (the Sellers) representing
approximately 90.8% of the Companys issued and outstanding shares, pursuant to a Stock Purchase
Agreement dated November 18, 2008 (the Stock Purchase Agreement). Lime then completed a
short-form merger in which it merged the Company with and into a newly formed merger subsidiary,
with the merger subsidiary remaining as the surviving entity. Lime will exchange all remaining
shares of the Companys Common Stock for shares of Limes common stock at the rate of 0.002124 of a
share of the Limes common stock for each share of the Companys Common Stock, pursuant to a Form
S-4 registration statement (reg. no. 333-156924) that was declared effective by the Securities and
Exchange Commission on February 6, 2009. The description of the Stock Purchase Agreement
contained in this Schedule 13D is qualified in its entirety by reference to such agreement, which
is incorporated by reference to Exhibit 1 hereto and each subsequent amendment to the Stock
Purchase Agreement which are incorporated by reference to Exhibit 2 and 3 hereto.
Item 4. Purpose of Transaction
The purpose of the acquisition of the Company by Lime was for Lime to obtain access to the
Companys assets, including approximately $7.4 million of cash, an $800,000 note receivable and a
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Revolving Credit Note issued by the Lime that had an outstanding balance of approximately $52,000.
Lime has cancelled the Revolving Credit Note and does not plan to continue to operate the Company
as a going concern after the closing.
Richard P. Kiphart, one of the Sellers, was the beneficial owner of more than 80% of the
shares of the Company and served as its Chairman, on one hand, and, after the closing of the
purchase and the merger, is the beneficial owner of approximately 40% of the shares of Lime and
serves as its Chairman, on the other hand. David Valentine is also a shareholder and director of
Lime and was a shareholder and director of the Company. Christopher Capps, a former shareholder,
director and the President and CEO of the Company, was elected to the Board of Directors of Lime
pursuant to a provision in the Stock Purchase Agreement.
Following the short-form merger, the registration of the Companys common stock was terminated
under the Securities Exchange Act and the common stock is no longer publicly traded on the OTC
Bulletin Board or elsewhere.
Pursuant to the terms of the Stock Purchase Agreement, Lime elected the former President and
CEO of the Company to Limes board of directors.
This document does not constitute an offer to sell any securities. Lime has filed a Registration
Statement on Form S-4 with the Securities and Exchange Commission and has mailed an information
statements/prospectus to the Companys and Limes shareholders. The Companys and Limes
shareholders are urged to read the information statement/prospectus and other related documents
filed with the Securities and Exchange Commission because they contain important information about
the acquisition of the Company. Security holders may obtain free copies of the joint information
statement/prospectus and other documents filed with the Securities and Exchange Commission through
the website maintained by the Securities and Exchange Commission at http://www.sec.gov. Free copies
of the information statement/prospectus and other documents filed with the Securities and Exchange
Commission can also be obtained on Limes website at www.lime-energy.com or by calling
847-437-1666.
Except as set forth above, neither Lime nor, to the knowledge of Lime, any of the persons
named on Schedule I, have any plans or proposals that would relate to or would result in any of the
matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b) As a result of the acquisition of the Company, Lime beneficially owns 100% of the
issued and outstanding stock of the Company and has the sole power to vote or direct the vote and
the sole power to dispose of or direct the disposition of all such securities.
(c) Except as described in Item 4 hereof, no transactions in the Companys Common Stock were
effected by Lime, or to the knowledge of Lime, any of the persons listed on Schedule I hereto,
during the past 60 days.
(d) and (e) Not Applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Mr. Kiphart is a director and Chairman of Lime and its largest shareholder, and he is also a
director and Chairman of the Company and its largest shareholder. Mr. Valentine is also a director
and stockholder of both Lime and the Company. Mr. Valentine and Mr. Kiphart are parties to the
Stock Purchase Agreement. Lime has agreed to pay the legal fees of Mr. Kiphart in his capacity as
the representative of the Sellers under the Stock Purchase Agreement.
Except as set forth in this Schedule 13D, to the knowledge of Lime, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise) among the persons
named in Item 2 or listed on Schedule I hereto, and between such persons and any person with
respect to any securities of the Company, including but not limited to, transfer or voting of any
of the securities of the Company, finders fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or losses, or the giving or withholding of
proxies, or a pledge or contingency the occurrence of which would give another person voting power
over the securities of the Company.
Item 7. Material to be Filed as Exhibits
Exhibit 1
Stock Purchase Agreement dated as of November 18, 2008 by and among Lime Energy
Co. and certain stockholders of Advanced Biotherapy, Inc (incorporated by reference to Exhibit 10.4
of the Current Report on Form 8-K of Lime Energy Co. filed on November 18, 2008 with the Securities
and Exchange Commission).
Exhibit 2 Amendment to the Stock Purchase Agreement dated December 31, 2008 by and between
Lime Energy Co. and the Sellers Representative of Advanced Biotherapy, Inc. (incorporated by
reference to Exhibit 10.1 of the Current Report on Form 8-K of Lime Energy Co. filed on January 6,
2009 with the Securities and Exchange Commission).
Exhibit 3 Amendment to the Stock Purchase Agreement dated January 16, 2009 by and between
Lime Energy Co. and the Sellers Representative of Advanced Biotherapy, Inc. (incorporated by
reference to Exhibit 10.1 of the Current Report on Form 8-K of Lime Energy Co. filed on January 21,
2009 with the Securities and Exchange Commission).
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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.
Dated: March 10, 2009
LIME ENERGY CO.
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By: |
/s/ Jeffrey R. Mistarz
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Name: |
Jeffrey R. Mistarz |
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Title: |
Chief Executive Officer |
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Schedule I
Executive Officers and Directors of
Lime Energy Co.
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Name, Address and |
Name of Executive |
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Principal Business of |
Officer or Director |
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Business Address |
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Principal Occupation |
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Employer |
David R. Asplund
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Lime Energy Co.
1280 Landmeier Road
Elk Grove Village, IL
60007
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Chief Executive Officer
and a Director of Lime
Energy Co.
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Lime Energy Co.
1280 Landmeier Road
Elk Grove Village, IL
60007 |
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Daniel W. Parke
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Lime Energy Co.
1280 Landmeier Road
Elk Grove Village, IL
60007
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President, Chief
Operating
Officer and a Director of
Lime Energy Co.
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Lime Energy Co.
1280 Landmeier Road
Elk Grove Village, IL
60007 |
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Jeffrey R. Mistarz
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Lime Energy Co.
1280 Landmeier Road
Elk Grove Village, IL
60007
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Chief Financial Officer
of
Lime Energy Co.
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Lime Energy Co.
1280 Landmeier Road
Elk Grove Village, IL
60007 |
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Richard Kiphart
Chairman of the
Board of Directors
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William Blair & Company
222 West Adams Street
Chicago, IL 60606
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Principal of William
Blair & Company
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William Blair & Company
222 West Adams Street
Chicago, IL 60606
William Blair is a
broker dealer and
investment adviser |
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Gregory T. Barnum
Director
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Datalink Corporation
8170 Upland Circle
Chanhassen, MN 55317
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VP of Finance and CFO of
Datalink Corporation
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Datalink Corporation
8170 Upland Circle
Chanhassen, MN 55317 |
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William R. Carey
Director
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CRD Capital
655 River Knoll Drive
Marietta, GA 30067
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Chairman of CRD Capital
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CRD Capital
655 River Knoll Drive
Marietta, GA 30067 |
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Joseph F. Desmond
Director
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Northern Star Natural Gas
1001 Fannin, Suite 1700
Houston, TX 77002
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Senior VP, External
Affairs of Northern Star
Natural Gas
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Northern Star Natural Gas
1001 Fannin, Suite 1700
Houston, TX 77002 |
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David W. Valentine
Director
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Victory Park Capital
227 West Monroe, Suite
3900
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Senior Investment
Professional
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Victory Park Capital
227 West Monroe, Suite
3900 |
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Chicago, IL 60606
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Chicago, IL 60606 |
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Christopher W. Capps
Director
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KVG Partners
227 West Monroe, Suite
3900
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President and Chief
Executive Officer, KVG
Partners
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KVG Partners
227 West Monroe, Suite
3900 |
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Chicago, IL 60606
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Chicago, IL 60606 |
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