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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
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)
February 14, 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 / /.
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 5
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CUSIP No. 783975 10 5 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Cayman Islands
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 6,393,145
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | N/A
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | | 6,393,145
| 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)
27.9%**
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**See Item 5 below.
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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. 2
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. Except
as disclosed herein, there has been no change in the information previously
reported in the Initial Filing and Amendment No. 1. Capital terms not defined
herein shall have the meanings ascribed to them in the Initial Filing and
Amendment No. 1.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by deleting the first and second paragraphs
and by adding the following in place thereof:
"Based upon the information contained in the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1996 ("December 1996 10-Q"), the
number of shares of Common Stock outstanding is 22,935,263 and the total number
of authorized shares of Common Stock is 25,000,000.
As of the date hereof, CVI is the beneficial owner of 6,393,145 shares
of Common Stock, or 27.9% of the shares of Common Stock outstanding, as reported
in the Company's December 1996 10-Q. According to the December 1996 10-Q, the
Company had 718 shares of Series A Preferred Stock outstanding as of December
31, 1996. The Company has advised CVI that the Company has no additional shares
of Common Stock to issue upon conversion of such outstanding Series A Preferred
Stock. If additional shares become authorized and/or available for issuance upon
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CUSIP No. 783975 10 5 Page 4 of 5 Pages
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conversion of the outstanding Series A Preferred Stock, CVI's effective
percentage ownership could be reduced substantially.
CVI's beneficial ownership of the shares of Common Stock is direct. CVI
has sole voting and dispositive power with respect to such shares."
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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.
March 7, 1997
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Date CAPITAL VENTURES INTERNATIONAL
By: Bala International, Inc. (f/k/a Arbit Inc.),
its authorized agent
By: \s\Arthur Dantchik
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Arthur Dantchik, Director
