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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 5)
SC&T International, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
783975 10 5
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(CUSIP Number)
Stephen T. Burdumy, 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)
October 21, 1997
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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 / /.
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 5
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CUSIP No. 783975 10 5 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
NUMBER OF
SHARES 143,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING N/A
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
143,000
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,000
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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)
0.75%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 783975 10 5 Page 3 of 5 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.
5 to the Schedule 13D of Capital Ventures International ("CVI") initially
filed with the Commission on October 3, 1996 (the "Initial Filing"). In the
Initial Filing, CVI voluntarily 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. On December 13, 1996, the Initial Filing was
amended ("Amendment No. 1") in order to report CVI's beneficial ownership of
certain shares of Common Stock in connection with the conversion of all of
its Series A Preferred Stock. On March 7, 1997, the Initial Filing was
further amended ("Amendment No. 2") to report the decrease in CVI's
percentage beneficial ownership as a result of the Company's issuance of
additional shares of Common Stock upon the conversion of shares of Series A
Preferred Stock by the holders thereof. On July 28, 1997, Amendment No. 3 to
the Initial Filing ("Amendment No. 3") was filed to report certain sales of
Common Stock by CVI. On September 29, 1997, Amendment No. 4 to the Initial
Filing ("Amendment No. 4") was filed to report certain sales of Common Stock
by CVI and the execution of an agreement dated September 15, 1997 (the
"September Agreement") between the Company and CVI pursuant to which, among
other things, CVI agreed to sell 3,783,145 shares of Common Stock to the
Company for an aggregate purchase price of $250,000. This Amendment No. 5 to
the Initial Filing is filed hereby to report certain additional sales of
Common Stock by CVI on the open market and the consummation of the sale of
3,783,145 Shares of Common Stock by CVI to the Company pursuant to the
September Agreement. As a result of the transactions reported herein, CVI is
no longer a beneficial owner of more than five percent of the Company's
Common Stock. Except as disclosed herein, there has been no change in the
information previously reported in the Initial Filing, Amendment No. 1,
Amendment No. 2, Amendment No. 3 and Amendment No. 4. Capitalized terms not
defined herein shall have the meanings ascribed to them in the Initial
Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No.
4.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended by the addition of the following at the end
thereof:
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CUSIP No. 783975 10 5 Page 4 of 5 Pages
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"During the period September 25, 1997 through October 21, 1997, CVI sold
an aggregate of 114,300 shares of Common Stock in open market transactions
and, on October 21, 1997, pursuant to the September Agreement, consummated
its sale of an aggregate of 3,783,145 shares of Common Stock to the Company.
The table below sets forth certain information with respect to the sales:
Date of Sale Number of Shares Price Per Share* Aggregate Sale Price*
- ------------ ---------------- ---------------- ---------------------
September 25, 1997 2,500 $1.01 $ 2,528.00
September 29, 1997 25,500 $0.69 $ 17,816.85
October 2, 1997 5,000 $0.85 $ 4,275.00
October 3, 1997 2,500 $0.73 $ 1,825.00
October 6, 1997 5,000 $0.73 $ 3,650.00
October 7, 1997 6,500 $0.70 $ 4,572.75
October 8, 1997 10,300 $0.69 $ 7,196.61
October 17, 1997 25,000 $0.67 $ 16,687.50
October 21, 1997 32,000 $0.66 $ 21,171.20
October 21, 1997 3,783,145 $0.06 $250,000.00
Total 3,897,445 $329,722.91
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*Net of brokerage commissions.
Based upon information contained in the Company's Quarterly Report on
Form 10-QSB for the quarter ended March 31, 1997, the number of shares of
Common Stock outstanding, after taking into account CVI's sale of 3,783,145
shares to the Company, is 19,152,118 shares. As of the date hereof, CVI may
be deemed to be the beneficial owner of 143,000 shares of Common Stock, or
0.75% of the shares of Common Stock outstanding as of March 31, 1997, after
giving effect to the sale of the 3,783,145 shares of Common Stock to the
Company.
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
hereof owns any Common Stock other than through their ownership interest in
CVI. Neither CVI, nor, to the best of CVI's knowledge, any of the individuals
listed in Item 2 hereof has effected any transactions in the Common Stock
during the past 60 days other than the sales by CVI reported in Item 5 of
this Schedule 13D."
Item 6. Contracts, Arrangements, Understandings or relationships with respect
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to Securities of the Issuer.
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Item 6 is hereby amended by the addition of the following at the end
thereof:
"The sale of the 3,783,145 shares of Common Stock pursuant to the
September Agreement was consummated on October 21, 1997. As a result of such
sale to the Company and the open market sales reported in Item 5, CVI is no
longer a beneficial owner of more than five percent of the Company's Common
Stock."
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CUSIP No. 783975 10 5 Page 5 of 5 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.
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
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Arthur Dantchik, Director
Date: October 23, 1997
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