UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Alternative Technology Resources, Inc.
--------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class of Securities)
02145H 10 4
-----------
(CUSIP Number)
Dr. Max Negri
31244 Palos Verdes Drive West, #234
Rancho Palos Verdes, California 90275
Tel: (310) 377-0274
-------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 19, 2003
------------------
(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), Rule 13d-1(f) or Rule 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 for other parties
to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 02145H 10 4
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS Max Negri
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS): PF
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E): [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER: 5,360,433
SHARES ----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER: 119,000
OWNED BY ----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER: 5,360,433
REPORTING ----------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER: 119,000
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,479,433
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN
--------------------------------------------------------------------------------
2
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to shares of Common Stock, par value
$0.01 (the "Shares") of Alternative Technology Resources, Inc., a Delaware
corporation ("Issuer"). The address of the Issuer's principal executive office
is Alternative Technology Resources, Inc., 629 J Street, Sacramento, California
95814.
ITEM 2. IDENTITY AND BACKGROUND
a. The person filing this statement is Dr. Max Negri (the "Reporting
Person").
b. The business address of the Reporting Person is 31244 Palos Verdes
Drive West, #234, Rancho Palos Verdes, California 90275.
c. The Reporting Person's principal occupation is as the Chairman and
Chief Executive Officer of the Negri Foundation.
d. The Reporting Person, during the past five (5) years, has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
e. The Reporting Person, during the past five (5) years, has not been a
party to a 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
United States federal or state securities laws or finding any
violation with respect to such laws.
f. The Reporting person is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All Shares and warrants to purchase Shares were purchased with the
Reporting Person's own funds. The Reporting Person did not acquire beneficial
ownership of any of the Shares with borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the Shares as described in Item 5 for
investment purposes.
The Reporting Person will continue to evaluate his ownership and voting
position in the Issuer and may consider the following future courses of action:
a. The Reporting Person, subject to and depending upon availability of
prices he deems favorable, may purchase additional Shares from time to
time in the open market or in privately negotiated transactions with
third parties. Further, while it is not the present intention of the
Reporting Person to do so, he reserves the right to dispose of the
Shares held by him in the open market, in privately negotiated
3
transactions with third parties or otherwise, depending upon market
conditions and other factors.
b. Subject to on going evaluation, the Reporting Person has no current
plans or proposals which relate to or would result in any of the
following:
(i) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(ii) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(iii) Any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
Board;
(iv) Any material change in the present capitalization or dividend
policy of the Issuer;
(v) Any other material change in the Issuer's business or corporate
structure;
(vi) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(vii)Causing a class of securities of the Issuer 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;
(viii)A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, or
(ix) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 5,479,433 or 7.6% of the
outstanding Shares (includes 119,000 Shares owned by the Negri
Foundation, an entity controlled by the Reporting Person).
(b) The number of Shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote: 5,360,433
(ii) Shared power to vote or to direct the vote: 119,000
4
(iii) Sole power to dispose or to direct the disposition of: 5,360,433
(iv) Shared power to dispose or to direct the disposition of: 119,000
(c) The Reporting Person had the following transaction in the Shares
within the last sixty (60) days:
On September 19, 2003, the Reporting Person converted $2,344,704 of
the outstanding principal and all accrued and unpaid interest under
convertible notes with the Issuer into 3,086,043 Shares.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: November 25, 2003 /s/ Max Negri
-----------------------------
Max Negri an Individual
5