UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(RULE 13D-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

NEXTERA ENTERPRISES, INC.

(Name of Issuer)

CLASS A COMMON STOCK, $.001 PAR VALUE

(Title of Class of Securities)

65332E 10 1

(CUSIP Number)

December 31, 2007

(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)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 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).

 



 

CUSIP No. 65332E 10 1

 

 

1.

Names of Reporting Persons
MOUNTE LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
24,108,574 (1)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power
24,108,574 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,108,574 (1)

 

 

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)
44.7% (2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)  Includes an aggregate of (a) 8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A Common Stock that are issuable upon conversion of 55,398 shares of Series A Cumulative Convertible Preferred Stock held by the reporting persons and (d) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder.  The warrant has a ten-year term and has customary piggyback registration rights and anti-dilution rights with respect to specified events.  On June 15, 2007, Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC (“Mounte”) pursuant to the terms of a Funding Agreement entered into as of April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and Woodridge Labs, Inc. 

 

(2)  Based on (a) 38,692,851 shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.  Also based on (a) 55,398 shares of Series A Cumulative Convertible Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder, as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.

 

2



 

CUSIP No. 65332E 10 1

 

 

1.

Names of Reporting Persons
ET HOLDINGS, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
24,108,574 (1)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power
24,108,574 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,108,574 (1)

 

 

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)
44.7%(2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)  Includes an aggregate of (a) 8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A Common Stock that are issuable upon conversion of 55,398 shares of Series A Cumulative Convertible Preferred Stock held by the reporting persons and (d) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder.  The warrant has a ten-year term and has customary piggyback registration rights and anti-dilution rights with respect to specified events.  On June 15, 2007, Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC (“Mounte”) pursuant to the terms of a Funding Agreement entered into as of April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and Woodridge Labs, Inc. 

 

(2)  Based on (a) 38,692,851 shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.  Also based on (a) 55,398 shares of Series A Cumulative Convertible Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder, as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.

 

3



 

CUSIP No. 65332E 10 1

 

 

1.

Names of Reporting Persons
HAMPSTEAD ASSOCIATES, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
24,108,574 (1)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power
24,108,574 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,108,574 (1)

 

 

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)
44.7% (2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)  Includes an aggregate of (a) 8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A Common Stock that are issuable upon conversion of 55,398 shares of Series A Cumulative Convertible Preferred Stock held by the reporting persons and (d) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder.  The warrant has a ten-year term and has customary piggyback registration rights and anti-dilution rights with respect to specified events.  On June 15, 2007, Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC (“Mounte”) pursuant to the terms of a Funding Agreement entered into as of April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and Woodridge Labs, Inc. 

 

(2)  Based on (a) 38,692,851 shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.  Also based on (a) 55,398 shares of Series A Cumulative Convertible Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder, as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.

 

4



 

CUSIP No. 65332E 10 1

 

 

1.

Names of Reporting Persons
RIDGEVIEW ASSOCIATES LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
24,108,574 (1)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power
24,108,574 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,108,574 (1)

 

 

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)
44.7%(2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)  Includes an aggregate of (a) 8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A Common Stock that are issuable upon conversion of 55,398 shares of Series A Cumulative Convertible Preferred Stock held by the reporting persons and (d) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder.  The warrant has a ten-year term and has customary piggyback registration rights and anti-dilution rights with respect to specified events.  On June 15, 2007, Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC (“Mounte”) pursuant to the terms of a Funding Agreement entered into as of April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and Woodridge Labs, Inc. 

 

(2)  Based on (a) 38,692,851 shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.  Also based on (a) 55,398 shares of Series A Cumulative Convertible Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder, as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.

 

5



 

CUSIP No. 65332E 10 1

 

 

1.

Names of Reporting Persons
MOLLUSK HOLDINGS, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
24,108,574 (1)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power
24,108,574 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,108,574 (1)

 

 

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)
44.7% (2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)  Includes an aggregate of (a) 8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A Common Stock that are issuable upon conversion of 55,398 shares of Series A Cumulative Convertible Preferred Stock held by the reporting persons and (d) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder.  The warrant has a ten-year term and has customary piggyback registration rights and anti-dilution rights with respect to specified events.  On June 15, 2007, Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC (“Mounte”) pursuant to the terms of a Funding Agreement entered into as of April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and Woodridge Labs, Inc. 

 

(2)  Based on (a) 38,692,851 shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.  Also based on (a) 55,398 shares of Series A Cumulative Convertible Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder, as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.

 

6



 

CUSIP No. 65332E 10 1

 

 

1.

Names of Reporting Persons
CEPHALOPOD CORPORATION

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
24,108,574 (1)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power
24,108,574 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,108,574 (1)

 

 

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)
44.7% (2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


(1)  Includes an aggregate of (a) 8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A Common Stock that are issuable upon conversion of 55,398 shares of Series A Cumulative Convertible Preferred Stock held by the reporting persons and (d) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder.  The warrant has a ten-year term and has customary piggyback registration rights and anti-dilution rights with respect to specified events.  On June 15, 2007, Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC (“Mounte”) pursuant to the terms of a Funding Agreement entered into as of April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and Woodridge Labs, Inc. 

 

(2)  Based on (a) 38,692,851 shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.  Also based on (a) 55,398 shares of Series A Cumulative Convertible Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder, as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.

 

7



 

CUSIP No. 65332E 10 1

 

 

1.

Names of Reporting Persons
LAWRENCE INVESTMENTS, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
24,108,574 (1)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power
24,108,574 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,108,574 (1)

 

 

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)
44.7% (2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)  Includes an aggregate of (a) 8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A Common Stock that are issuable upon conversion of 55,398 shares of Series A Cumulative Convertible Preferred Stock held by the reporting persons and (d) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder.  The warrant has a ten-year term and has customary piggyback registration rights and anti-dilution rights with respect to specified events.  On June 15, 2007, Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC (“Mounte”) pursuant to the terms of a Funding Agreement entered into as of April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and Woodridge Labs, Inc. 

 

(2)  Based on (a) 38,692,851 shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.  Also based on (a) 55,398 shares of Series A Cumulative Convertible Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder, as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.

 

8



 

CUSIP No. 65332E 10 1

 

 

1.

Names of Reporting Persons
LAWRENCE J. ELLISON

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
24,108,574 (1)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power
24,108,574 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,108,574 (1)

 

 

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)
44.7% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  Includes an aggregate of (a) 8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A Common Stock that are issuable upon conversion of 55,398 shares of Series A Cumulative Convertible Preferred Stock held by the reporting persons and (d) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder.  The warrant has a ten-year term and has customary piggyback registration rights and anti-dilution rights with respect to specified events.  On June 15, 2007, Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC (“Mounte”) pursuant to the terms of a Funding Agreement entered into as of April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and Woodridge Labs, Inc. 

 

(2)  Based on (a) 38,692,851 shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.  Also based on (a) 55,398 shares of Series A Cumulative Convertible Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder, as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.

 

9



 

CUSIP No. 65332E 10 1

 

 

1.

Names of Reporting Persons
MICHAEL R. MILKEN

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
24,108,574 (1)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power
24,108,574 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,108,574 (1)

 

 

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)
44.7% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  Includes an aggregate of (a) 8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A Common Stock that are issuable upon conversion of 55,398 shares of Series A Cumulative Convertible Preferred Stock held by the reporting persons and (d) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder.  The warrant has a ten-year term and has customary piggyback registration rights and anti-dilution rights with respect to specified events.  On June 15, 2007, Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC (“Mounte”) pursuant to the terms of a Funding Agreement entered into as of April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and Woodridge Labs, Inc. 

 

(2)  Based on (a) 38,692,851 shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.  Also based on (a) 55,398 shares of Series A Cumulative Convertible Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder, as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.

 

10



 

CUSIP No. 65332E 10 1

 

 

1.

Names of Reporting Persons
LOWELL J. MILKEN

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
24,108,574 (1)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power
24,108,574 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,108,574 (1)

 

 

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)
44.7% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  Includes an aggregate of (a) 8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A Common Stock that are issuable upon conversion of 55,398 shares of Series A Cumulative Convertible Preferred Stock held by the reporting persons and (d) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder.  The warrant has a ten-year term and has customary piggyback registration rights and anti-dilution rights with respect to specified events.  On June 15, 2007, Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC (“Mounte”) pursuant to the terms of a Funding Agreement entered into as of April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and Woodridge Labs, Inc. 

 

(2)  Based on (a) 38,692,851 shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.  Also based on (a) 55,398 shares of Series A Cumulative Convertible Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at any time at the option of the holder, as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.

 

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Item 1.

 

(a)

Name of Issuer
Nextera Enterprises, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
14320 Arminta Street

Panorama City, CA 91402

 

Item 2.

 

(a)

Name of Person Filing
See Attachment A

 

(b)

Address of Principal Business Office or, if none, Residence
See Attachment A

 

(c)

Citizenship
See Attachment A

 

(d)

Title of Class of Securities
Class A Common Stock

 

(e)

CUSIP Number
65332E 10 1.

 

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);

 

(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).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. o

 

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Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

24,108,574 shares of Class A Common Stock.

 

(b)

Percent of class:   

44.7%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

24,108,574

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

24,108,574

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

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 or Control Person

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

See Attachment A

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

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Item 10.

Certification

Not Applicable

 

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.

 

 

 

Mounte LLC,

 

a Delaware limited liability company

 

 

 

 

 

 

/s/ Stanley E. Maron

 

 

 

By:

Stanley E. Maron

 

 

Its:

Secretary

 

 

February 14, 2008

 

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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.

 

 

ET Holdings, L.L.C.,

 

a Delaware limited liability company

 

 

 

 

 

 

/s/ Michael R. Milken

 

 

 

By:

Michael R. Milken

 

 

Its:

Manager

 

 

February 14, 2008

 

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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.

 

 

Hampstead Associates, L.L.C.,

 

a Delaware limited liability company

 

 

By:

Ridgeview Associates LLC,

 

 

a California limited liability company

 

Its:

Manager

 

 

 

/s/ Michael R. Milken

 

 

By:

Michael R. Milken

 

Its:

Manager

 

February 14, 2008

 

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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.

 

 

Mollusk Holdings, LLC,

 

a California limited liability company

 

 

By:

Cephalopod Corporation, a California corporation

 

Its:

Manager

 

 

 

/s/ Philip B. Simon

 

 

By:

Philip B. Simon

 

Its:

President

 

February 14, 2008

 

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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.

 

 

Cephalopod Corporation,

 

a California corporation

 

 

 

 

/s/ Philip B. Simon

 

 

 

By:

Philip B. Simon

 

 

Its:

President

 

 

February 14, 2008

 

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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.

 

 

Lawrence Investments, LLC,

 

a California limited liability company

 

 

 

 

 

 

/s/ Philip B. Simon

 

 

 

By:

Philip B. Simon

 

 

Its:

Member/Manager

 

 

February 14, 2008

 

19



 

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.

 

 

 

 

Ridgeview Associates LLC

 

a California limited liability company

 

 

 

 

 

 

/s/ Michael R. Milken

 

 

 

By:

Michael R. Milken

 

 

Its:

Manager

 

 

February 14, 2008

 

20



 

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.

 

 

 

/s/ Lawrence J. Ellison

 

 

Lawrence J. Ellison, an individual,

 

by Philip B. Simon, his Attorney in Fact*

 

February 14, 2008

 

 


* PURSUANT TO A POWER OF ATTORNEY FILED AS AN EXHIBIT TO THE SCHEDULE 13G FILED
BY THE REPORTING PERSONS ON FEBRUARY 14, 2000 WITH THE SECURITIES AND EXCHANGE
COMMISSION, WHICH POWER OF ATTORNEY IS INCORPORATED BY REFERENCE HEREIN.

 

21



 

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.

 

 

 

/s/ Michael R. Milken

 

 

Michael R. Milken, an individual

 

February 14, 2008

 

22



 

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.

 

 

/s/ Lowell J. Milken

 

 

Lowell J. Milken, an individual

 

February 14, 2008

 

23



 

Attachment A

 

This Amendment No. 3 to Form 13G is being filed by Mounte LLC, a Delaware limited liability company, ET Holdings, L.L.C., a Delaware limited liability company, Hampstead Associates, L.L.C., a Delaware limited liability company, Mollusk Holdings, LLC, a California limited liability company ("Mollusk"), Cephalopod Corporation, a California corporation ("Cephalopod"), Lawrence Investments, LLC, a California limited liability company ("Lawrence"), Ridgeview Associates LLC, a California limited liability company, Lawrence J. Ellison, an individual and U.S. citizen ("Ellison"), Michael R. Milken, an individual and U.S. citizen, and Lowell J. Milken, an individual and U.S. citizen (collectively, the "Reporting Persons").  Except as otherwise indicated, the address of the Reporting Persons is 1250 Fourth Street, Santa Monica, California 90401.  The address of Mollusk is c/o Andrew L. Dudnick, 351 California Street, 15th Floor, San Francisco, CA 94104.  The address of Cephalopod and Ellison is c/o Carolyn Balkenhol, Oracle Corporation, 500 Oracle Parkway, Redwood Shores, CA 94065.  The address of Lawrence is c/o Philip B. Simon, 101 Ygnacio Valley Road, Suite 310, Walnut Creek, CA 94596.

 

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