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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
SC&T International, Inc.
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(Name of Issuer)
Common Stock, $.01 par value share
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(Title of Class of Securities)
783975 10 5
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(CUSIP Number)
Stephen T. Burdumy, Esq.
Todd L. Silverberg, Esq.
Klehr, Harrison, Harvey, Branzburg & Ellers
1401 Walnut Street
Philadelphia, PA 19102
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 4, 1996
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following page(s))
Page 1 of 6
PHIL1\36241-4
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CUSIP No. 783975 10 5 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Capital Ventures International
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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 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
6,393,145
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY N/A
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 6,393,145
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,393,145
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.2 % **
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**Based upon the information contained in the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996 and giving effect to the
conversion of the Series A Preferred Shares held by CVI, the number of shares
of Common Stock outstanding is 11,579,238. The percent of class represented by
the amount in row (11) does not take into account 76,426,319 shares of common
stock of the Company potentially issuable upon conversion of all outstanding
shares of Series A Preferred Stock not owned by CVI (assuming a conversion
price of $0.129 per share determined with reference to the closing bid prices
for the Company's Common Stock on the ten consecutive trading days preceding
December 12, 1996). If such shares were included in this calculation, the
percentage beneficial ownership reported in Row 13 would be 7.26 %. As of the
date hereof, the Company is authorized to issue 25,000,000 shares of Common
Stock. See Items 3 and 4 of the Initial Filing for a further discussion with
respect to such other purchasers.
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CUSIP No. 783975 10 5 Page 3 of 6 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Statement of
Reporting Persons (as defined below)
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
SC&T INTERNATIONAL, INC.
This statement relates to the common stock ("Common Stock")
of SC&T International, Inc. (the "Company"). This statement constitutes
Amendment No. 1 to the Schedule 13D of Capital Ventures International ("CVI")
filed with the Commission on October 3, 1996 (the "Initial Filing"). In the
Initial Filing, CVI reported its ownership of 100 shares of the Company's
Series A Preferred Stock and the potential for its ownership of certain shares
of Common Stock issuable upon conversion of such shares of Series A Preferred
Stock. As previously reported, each share of Series A Preferred Stock was
convertible into such number of shares of Common Stock as was equal to $10,000
(subject to increase at a rate of eight percent (8%) per annum) divided by a
conversion price equal to the lower of (a) $7.75 ("Fixed Conversion Price")
and (b) 85% of the average of the closing bid prices for the Common Stock on
the NASDAQ Small- Cap Market for the 10 consecutive days ending 1 trading day
prior to the date of conversion. At the time of the Initial Filing, less than
135,000 shares of Common Stock (representing less than 2.54% of the Company's
issued and outstanding Common Stock ) were issuable upon conversion of the
Series A Preferred Stock based on the Fixed Conversion Price. Nevertheless,
due to the number of shares of Common Stock potentially issuable to CVI upon
conversion of the Series A Preferred Stock based upon then current market
prices, CVI voluntarily filed the Initial Filing in order to provide full
disclosure of its holdings in the Company's securities. Except as disclosed
herein, there has been no change in the information previously reported in the
Initial Filing. Capital terms not defined herein shall have the meanings
ascribed to them in the Initial Filing.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to include the following information:
"On December 4, 1996 (the "Conversion Date"), CVI was issued
an aggregate of 6,393,145 shares of Common Stock in connection with the
conversion of all of its Preferred Shares. The Preferred Shares were converted
into Common Stock based on a Conversion Price of $0.16204 per share, which
represented 85% of the average of the closing bid prices for the Common Stock
on the NASDAQ Small-Cap Market for the ten consecutive trading days ending one
trading day prior to the date CVI issued its notice of conversion of the
Preferred Shares.
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CUSIP No. 783975 10 5 Page 4 of 6 Pages
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The shares of Common Stock acquired as a result of the
conversion of the Preferred Shares were issuable in accordance with the terms
of the Preferred Shares described herein. As such, no additional consideration
was paid in connection with the conversion.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by deleting the last paragraph and
by adding the following in place thereof:
"On December 4, 1996, CVI was issued an aggregate of
6,393,145 shares of Common Stock in connection with the conversion of all of
its Preferred Shares. The purpose of the acquisition of the shares of Common
Stock by CVI is for investment.
CVI has no immediate plans or proposals that relate or would
result in any of the transactions referred to in sub-items (a) through (j) of
Item 4 of Schedule 13D. CVI may review or reconsider its position with respect
to the Company or to the formulation of plans or proposals with respect to any
such matter, but has no intention on the date hereof of doing so. Such plans
or proposals, if any, shall be subject to any limitations that may be
applicable under state or federal law.
CVI reserves its right to work with the Company's Board of
Directors in formulating plans or proposals to direct the future of the
Company and the scope of its business in such a way as to maximize the value
of the Company to its shareholders. CVI may also, as appropriate, take steps
as it may deem necessary and in accordance with applicable law, to gain
representation on the Board, effect a change in control of the Company, or to
otherwise effect the corporate strategy and/or direction of the Company.
CVI at all times reserves its right to dispose of all or a
portion of its shares of Common Stock, to continue to hold such shares for
investment purposes, to continue to hold such shares and actively seek,
through one or more means, to obtain or influence control of the Company,
and/or to take any other available course of action. In this regard, CVI
intends to continuously review its investment in the Company and may in the
future determine to change its plans and proposals relating to the Company. In
reaching any conclusion as to its future course of action, CVI will take into
consideration various factors, including the Company's business and prospects,
developments concerning the Company, other business and investment
opportunities available to CVI, developments with respect to the business of
CVI, and general economic conditions and stock market conditions.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented to include the
following information:
"Based upon the information contained in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 and
giving effect to the conversion of the Preferred Shares held by CVI, the
number of shares of Common Stock outstanding is 11,579,238.
As of the date hereof, CVI is the beneficial owner of
6,393,145 shares of Common Stock, or 55.2% of the currently outstanding Common
Stock. CVI's beneficial ownership reported herein does not take into account
76,426,319 shares of Common Stock of the Company potentially issuable upon
conversion of all outstanding shares of Series A Preferred Stock not owned by
CVI (assuming a conversion price of $0.129 per share determined with reference
to the closing bid prices for the Company's Common Stock on the ten trading
days preceding December 12,
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CUSIP No. 783975 10 5 Page 5 of 6 Pages
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1996). If such shares were included in this calculation, CVI's percentage
beneficial ownership would be 7.26%. See Items 3 and 4 for a further
discussion with respect to such other purchasers. CVI's beneficial ownership
of the shares of Common Stock is direct. CVI has sole voting and dispositive
power with respect to such shares.
To the best knowledge of CVI, none of the individuals listed
in Item 2 of the Initial Filing beneficially owns any Common Stock other than
through their ownership interest in CVI. Neither CVI, nor to the best of CVI's
knowledge, any of such individuals has effected any transactions in the Common
Stock during the past 60 days other than CVI's conversion of the Preferred
Shares into shares of Common Stock."
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CUSIP No. 783975 10 5 Page 6 of 6 Pages
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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.
December 13, 1996
Date CAPITAL VENTURES INTERNATIONAL
By: Bala International, Inc. (f/k/a Arbit Inc.),
pursuant to a Limited Power of Attorney,
a copy of which is filed as an exhibit hereto
By: /s/ Arthur Dantchik
----------------------------------------------------
Arthur Dantchik, Director
