SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SC&T INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
783975 10 5
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(CUSIP Number)
Jeremy Peele
10 Cavendish Road
Hamilton, Bermuda HM 19
(441) 295-5455
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Kenneth S. Witt
Freeborn & Peters
950 Seventeenth Street, Suite 2600
Denver, Colorado 80202
(303) 628-4200
March 18, 1998
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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.
* 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
disclosures provided in a prior cover page.
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).
<PAGE>
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CUSIP No. 783975 10 5 13D/A
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cameron Capital Ltd.
I.R.S. No.: None
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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(5) CHECK 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
Bermuda
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(7) SOLE VOTING POWER
355,900
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(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0
WITH ------------------------------------
(9) SOLE DISPOSITIVE POWER
355,900
------------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,900
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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 Amendment No. 1 amends and supplements the following Items of the Schedule
13D of Cameron Capital Ltd. (the "Reporting Person") filed November 6, 1996 with
respect to the common stock, $.01 par value per share (the "Common Stock"), of
SC&T International, Inc. (the "Company").
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended in its entirety to read as follows:
The Reporting Person entered into a subscription agreement with the Company
dated June 17, 1996, pursuant to which the Reporting Person agreed to acquire
150 shares of Series A Preferred Stock of the Company, $.01 par value per share
(the "Preferred Shares"). The aggregate purchase price for the Preferred Shares
was $1.5 million. The Preferred Shares were converted into 1,500,000 shares of
Common Stock for no additional consideration.
Item 4. Purpose of Transaction
Item 4 is hereby amended in its entirety to read as follows:
The Reporting Person acquired the Preferred Shares for investment purposes
for its own account. The Reporting Person converted the Preferred Shares into
1,500,000 shares of Common stock and it has disposed of such shares at the times
that it deemed appropriate based upon the current market conditions, the
Company's financial condition, the trading price of the Common Stock and other
factors. The Reporting Person does not currently have any plan or intention to
acquire additional securities of the Company.
Item 5: Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented to include the following:
(a) As of the start of business on Thursday, March 26, 1998, the Reporting
Person may be deemed to beneficially own the following numbers of
shares of Common Stock:
3
<PAGE>
Number of Shares
Name Personally Owned Percentage*
---- ---------------- -----------
Cameron Capital Ltd. 355,900 1.5%
None of the Controlling Persons beneficially owns shares of Common
Stock that are not already attributed to the Reporting Person herein.
(b) The Reporting Person has sole dispositive discretion with respect to
all of the shares of Common Stock beneficially owned by such Reporting
Person, as reported in Item 5(a) herein.
(c) During the past sixty days, the Reporting Person effected the
following transactions regarding the Common Stock.
<TABLE>
<CAPTION>
Number of Price per
Nature of Shares of Share of Where and How
Date Transaction Common Stock Common Stock Transaction Affected
---- ----------- ------------ ------------ --------------------
<S> <C> <C> <C> <C>
3/13/98 Sale 120,000 .105 OTC Bulletin Board
3/16/98 Sale 55,000 .095 OTC Bulletin Board
3/17/98 Sale 50,000 .087 OTC Bulletin Board
3/18/98 Sale 369,000 .087 OTC Bulletin Board
3/19/98 Sale 300,000 .095 OTC Bulletin Board
3/20/98 Sale 150,000 .144 OTC Bulletin Board
</TABLE>
(d) Is not applicable.
(e) The Reporting Person ceased to be the beneficial owner of more than
five percent of the Common Stock on March 18, 1998.
- ---------------
* Percentages are calculated in accordance with Rule 13d-3(d)(1) on the basis
of 23,135,263 outstanding shares of Common Stock, as reported in the
Issuer's Quarterly Report on Form 10-QSB for the quarter ended December
31,1997, as filed on March 13, 1998.
4
<PAGE>
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.
Dated: March 26, 1998 Cameron Capital Ltd.
By: /s/ Nic Snelling
----------------------------------
Name: Nic Snelling
Title: Chief Financial Officer
5
