SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
COGENT, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
| 19239Y108 (CUSIP Number) |
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
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).
(Continued on following pages)
| CUSIP No. 19239Y108 | 13G | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ming Hsieh |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
45,329,900 shares 6 SHARED VOTING POWER
5,560,000 shares 7 SOLE DISPOSITIVE POWER
45,329,900 shares 8 SHARED DISPOSITIVE POWER
5,560,000 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,889,900 shares |
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
54.8% |
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| 12 | TYPE OF REPORTING PERSON*
IN |
Page 3 of 5 Pages
| Item 1. |
(a) |
NAME OF ISSUER | ||||||||||
| Cogent, Inc. | ||||||||||||
| Item 1. |
(b) |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: | ||||||||||
| 209 Fair Oaks Avenue, South Pasadena, CA 91030 | ||||||||||||
| Item 2. |
(a) |
NAME OF PERSON FILING: | ||||||||||
| Ming Hsieh | ||||||||||||
| Item 2. |
(b) |
ADDRESS OF PRINCIPAL OFFICE | ||||||||||
| 209 Fair Oaks Avenue, South Pasadena, CA 91030 | ||||||||||||
| Item 2. |
(c) |
CITIZENSHIP: | ||||||||||
| USA | ||||||||||||
| Item 2. |
(d) |
TITLE OF CLASS OF SECURITIES: | ||||||||||
| Common Stock, $0.001 par value | ||||||||||||
| Item 2. |
(e) |
CUSIP NUMBER: | ||||||||||
| 19239Y108 | ||||||||||||
| Item 3. |
Not applicable. | |||||||||||
Page 4 of 5 Pages
| 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. |
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| (a) | Amount Beneficially Owned:
50,889,900 shares |
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| (b) | Percent of Class:
54.8% |
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| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote:
45,329,900 shares |
|||||||||
| (ii) | Shared power to vote or to direct the vote:
5,560,000 shares |
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| (iii) | Sole power to dispose or to direct the disposition of:
45,329,900 shares |
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| (iv) | Shared power to dispose or to direct the disposition of:
5,560,000 shares |
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| 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. ¨ |
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| Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable. |
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| Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable. | |||||||||
| Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable. |
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| Item 9. |
NOTICE OF DISSOLUTION OF THE GROUP
Not applicable. |
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| Item 10. |
CERTIFICATION
Not applicable. |
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Page 5 of 5 Pages
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.
| Date: February 7, 2006 |
| /s/ Ming Hsieh |
| Signature |
| Ming Hsieh, President, Chief Executive Officer and Chairman of the Board of Directors |
| Name/Title |