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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)(1)
GLOBAL DIAMOND RESOURCES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
379320 20 3
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(CUSIP Number)
Ahmed Basodan
Almahmal Center, 18th Floor
Jeddah, Saudi Arabia
(9662) 622-4253
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 1999
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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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) 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 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).
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CUSIP NO. 379320 20 3 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NEW DIAMOND CORPORATION LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
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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 ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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NUMBER 7 SOLE VOTING POWER
OF 9,238,096
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
REPORTING ---------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 9,238,096
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,238,096
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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
20.0%
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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. 379320 20 3 13D Page 3 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SHEIKH YASSIN A. A. KADI
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
SAUDI ARABIA
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NUMBER 7 SOLE VOTING POWER
OF 9,238,096
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
REPORTING ---------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 9,238,096
---------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,238,096
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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
20.0%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 379320 20 3 13D Page 4 of 6 Pages
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Item 1 is hereby amended to read in its entirety as follows:
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to the Statement on Schedule 13D (this "Amendment")
amends that certain Statement on Schedule 13D dated December 31, 1998 (the
"Statement"), filed with the Securities and Exchange Commission with respect to
the common stock, par value $0.0005 (the "Stock"), of Global Diamond Resources,
Inc., a Nevada corporation ("GDRI"). The principal executive office of GDRI is
located at 836 Prospect Street, Suite 2B, La Jolla, California 92037.
Item 3 is hereby amended to add the following:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 23, 1999, New Diamond Corporation Limited ("New Diamond") acquired
from GDRI 666,667 shares (the "Additional Shares") of the Stock pursuant to the
terms of that certain Amendment No. 1 to Securities Purchase Agreement, dated as
of June 30, 1999, attached hereto as Exhibit C (the "Purchase Agreement
Amendment"). The Additional Shares were issued in exchange for the release of
certain claims against GDRI by New Diamond arising from the breach of certain
representations and warranties made by GDRI under the Securities Purchase
Agreement dated as of December 31, 1998 (the "Purchase Agreement").
Item 4 is hereby amended to add the following:
ITEM 4. PURPOSE OF TRANSACTION.
The Purchase Agreement Amendment provided for the issuance by GDRI and
acquisition by New Diamond of the Additional Shares by amending the Purchase
Agreement to (i) increase the number of shares purchased by New Diamond
thereunder from 8,571,429 to 9,238,096 (the "Shares") and (ii) lower the
purchase price per share from $0.35 to $0.3247422. The Purchase Agreement
Amendment provides that GDRI has the right to redeem up to all of the Additional
Shares upon the occurrence of certain events.
New Diamond acquired the Additional Shares for investment purposes.
Pursuant to the Purchase Agreement, New Diamond acquired certain board
representation and other rights, as set forth in the Statement. New Diamond
intends to review its investment in GDRI on a regular basis and may (i) increase
its investment in GDRI, (ii) maintain its present level of investment, or (iii)
dispose of some or all of its shares of the Stock.
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CUSIP NO. 379320 20 3 13D Page 5 of 6 Pages
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Except as set forth above, New Diamond has no current plans or proposals
that relate to or would result in the types of actions set forth in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5 is hereby amended to read in its entirety as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) New Diamond beneficially owns the Shares, which constitute
approximately 20.0% of the aggregate number of shares of the Stock outstanding.
As the holder of all of the issued and outstanding shares of New Diamond, Sheikh
Yassin A. A. Kadi may be deemed to be the beneficial owner of the Shares.
(b) New Diamond has sole voting and dispositive power over the Shares. As
the president of New Diamond, Sheikh Yassin A. A. Kadi has voting and
dispositive power over the Shares.
(c) Except as set forth in Item 3 above, New Diamond has not effected any
transaction in the Stock in the past 60 days.
(d) No persons other than the reporting persons are known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Stock.
(e) Not applicable.
Item 6 is hereby amended to read in its entirety as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Purchase Agreement and the Purchase Agreement Amendment,
there are no contracts, arrangements, understandings or relationships with
respect to any securities of GDRI.
Item 7 is hereby amended to add the following:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit C - Amendment No. 1 to Securities Purchase Agreement
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CUSIP NO. 379320 20 3 13D Page 6 of 6 Pages
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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: September 12, 1999.
NEW DIAMOND CORPORATION LIMITED
By: /s/ Ahmed M. Basodan
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Name: Ahmed M. Basodan
Title: Vice President
SHEIKH YASSIN A. A. KADI
/s/ Sheik Yassin A. A. Kadi
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Sheik Yassin A. A. Kadi
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EXHIBIT C
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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 To Securities Purchase Agreement ("Amendment") is
entered into as of this 30th day of June 1999 by and between GLOBAL DIAMOND
RESOURCES, INC., a Nevada corporation (the "Company"), and NEW DIAMOND
CORPORATION LIMITED, a British Virgin Islands company (the "Purchaser").
RECITALS
A. The Company and the Purchaser have previously entered into
that certain Securities Purchase Agreement (the "Agreement") dated December 29,
1998.
B. Subsequent to the close of the investment set forth in the
Agreement, the Company advised the Purchaser that it paid a finder's fee
("Finder's Fee") consisting of $1,363,200 in cash and 2,750,000 shares of the
common stock, $.0005 par value per share, of the Company ("Common Stock") to Mr.
Abu Bakr Bin Ali Al-Akhdar Mood ("Abu Bakr") for services he purported to render
in connection with the investments in the Company by the Purchaser and LIWA
Diamond Company Limited ("LIWA").
C. Pursuant to the request of the Company, the Purchaser
and LIWA, Mr. Abu Bakr has returned to the Company approximately $963,200 of
the cash portion of the Finder's Fee (before deducting $60,000 of the
expenses paid by the Company from such amount incurred in connection with the
recovery of the Finder's Fee) and all 2,750,000 shares of Common Stock. The
Company is pursuing the return of the $400,000 balance of the cash portion of
the Finder's Fee (the "Remaining Cash Portion"). It is uncertain whether Mr.
Abu Bakr will return any portion of the Remaining Cash Portion to the
Company. However, as of this date, the Company has received written notice
from International PCM Holdings Limited ("PCM") that Mr. Abu Bakr has
instructed the London branch of United Bank of Kuwait to transfer to the
Company a deposit ("Deposit") under the control of Mr. Abu Bakr that the
Company is advised (i) will mature in April 2000, and (ii) has a maximum
maturity value of $250,000.
D. In expectation that Mr. Abu Bakr may not return the
Remaining Cash Portion, the Company and the Purchaser wish to enter into this
Amendment for purposes of revising the purchase price paid by the Purchaser
under the Agreement through the Company's issuance of an additional 666,667
shares of Common Stock (the "Additional Shares") to the Purchaser.
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A G R E E M E N T
It is agreed as follows:
1. AMENDMENT OF AGREEMENT. Section 1.1 of the Agreement shall
be deleted in its entirety and replaced with the following:
"1.1 PURCHASE AND SALE OF SHARES. Subject to the terms and
conditions set forth herein, the Company agrees to sell and issue to
Purchaser, and Purchaser agrees to purchase from the Company, 9,238,096
("Shares") of Common Stock, at a purchase price of US$.3247422 per share."
Except as specifically stated otherwise herein, all other provisions
of the Agreement shall be unaffected by this Amendment and shall remain in
full force and effect. The Company shall deliver a stock certificate (in
definitive form and registered in the name of the Purchaser) representing the
Additional Shares to Ajmal Ebrahim Hameed, at his office (Purchaser's
designated representative), no later than three (3) business days from the
date of this Agreement.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.
As a material inducement to the Purchaser to enter into this
Amendment, the Company represents, warrants and covenants as follows:
2.1 RECITALS. The Recitals to this Agreement are true and
correct in all material respects.
2.2 CAPITALIZATION. The authorized capital stock of the
Company consists of 10,000,000 shares of Preferred Stock, $.001 par value, of
which no shares are issued, and 100,000,000 shares of Common Stock, $.0005
par value, of which 44,915,063 shares are issued and outstanding as of the
date hereof. (The number of issued and outstanding shares of Common Stock
gives effect to the recent cancellation of 2,750,000 shares of Common Stock
by Mr. Abu Bakr as referred to in the Recitals and the recent cancellation of
3,616,651 shares of Common Stock by JB Smith, but does not give effect to the
issuance of the Additional Shares hereunder or the contemplated issuance
concurrent herewith of 666,667 shares of Common Stock each to LIWA and PCM.)
2.3 VALIDITY OF TRANSACTIONS. This Amendment, and the
performance of the transactions contemplated herein, has been duly
authorized, executed and delivered by the Company and is the valid and
legally binding obligation of the Company, enforceable in accordance with its
terms, except as limited by applicable bankruptcy, insolvency reorganization
and moratorium laws and other laws affecting enforcement of creditor's rights
generally and by general principles of equity. Subject to the consent to
this Amendment by New Diamond and PCM, the Additional Shares issuable
hereunder, when issued in accordance with the terms of this Amendment, will
be duly authorized, validly
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issued, fully paid and nonassessable. The Additional Shares will be free of any
liens or encumbrances, except for any restrictions imposed by federal or state
securities laws.
2.4 NO VIOLATION. The execution, delivery and performance of
this Amendment has been duly authorized by the Board of Directors of the Company
and the Company has taken all necessary corporate action in connection with the
execution, delivery and performance of this Amendment. The execution, delivery
and performance of this Amendment will not violate any law or any order of any
court or government agency applicable to the Company, as amended, or the
Articles of Incorporation or Bylaws of the Company, as amended, and will not
result in any breach of or default under, or, except as expressly provided
herein, result in the creation of any encumbrance upon any of the assets of the
Company pursuant to the terms of the PCM Agreement (as such term is defined in
Section 2.i(i) of the Agreement), or any other agreement or instrument by which
the Company or any of its assets may be bound. No approval of or filing with
any governmental authority (including any governmental authority in South
Africa) is required for the Company to enter into, execute or perform this
Amendment.
3. ADDITIONAL UNDERSTANDINGS AND AGREEMENTS.
A. In furtherance of the resolutions adopted by the Board
of Directors of the Company at its meeting held on May 25, 1999, the Company
agrees to pay upon demand the actual legal fees, costs and other expenses
incurred by the Purchaser and the Purchaser's counsel, Mr. Ajmal Ebrahim
Hameed and Sidley & Austin, relating to the Finder's Fee, such meeting, this
Amendment and all matters relating thereto. Such expenses shall include,
without limitation, travel expenses and the cost of preparing and filing with
the Securities and Exchange Commission all reports relating to the issuance
of the Additional Shares or the current ownership by Purchaser of the total
Shares). Such amounts shall be paid to the Purchaser as reimbursement, or
directly to the law firm or vendor, as directed by Purchaser or as the
Company deems appropriate. Concurrently with the execution of this
Agreement, the Company is paying Sidley & Austin an aggregate of $30,398.91,
consisting of (i) $15,398.91 payable in accordance with the invoice dated
June 24, 1999, and (ii) $15,000 paid on account of services rendered (and to
be rendered) and expenses invoiced from and after June 1, 1999.
B. In the event Mr. Abu Bakr reimburses the Company for the
Remaining Cash Portion that is not a part of the Deposit or the proceeds of
the Deposit, or any portion thereof (I.E., up to $150,000), within twelve
(12) months from the date of this Amendment, the Purchaser shall, at its
option (i) return to the Company for cancellation shares of Common Stock at
the rate of one (1) share of Common Stock for each $0.60 of the Remaining
Cash Portion paid to the Company by Mr. Abu Bakr, or (ii) pay the Company
$0.20 for each share of Common Stock otherwise required hereby to be returned
for cancellation. The Purchaser shall either return the shares of Common
Stock for cancellation of make the required cash payment no later than thirty
(30) days after receiving written notice from the Company that its has
received a reimbursement of the Remaining Cash Portion front Mr. Abu Bakr.
Notwithstanding the foregoing, no cancellation of shares or cash payments
shall be required of the Purchaser if the amount of the reimbursement by Mr.
Abu Bakr is less than $25,000, but in such case any cancellation of shares or
cash payment that would otherwise be required then to be made shall be
carried forward and shall be made at the time of and together with the next
subsequent reimbursement, which together with any reimbursement so carried
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forward, would equal or exceed $25,000. In the event that the Company delivers
to the Purchaser evidence, which evidence is satisfactory to the Purchaser in
its reasonable discretion, of the Company's irrevocable receipt of the Deposit
(or any specified portion thereof), the Purchaser shall return for cancellation,
and the Company shall redeem from the Purchaser, without the payment of any
consideration and without the Purchaser having any purchase right, shares of
Common Stock at the rate of one (1) share of Common Stock for each $0.60 of the
Deposit so received by the Company.
C. Subject to and conditioned upon the Company's issuance
of the Additional Shares to the Purchaser in accordance with the terms and
conditions of this Amendment, the Purchaser hereby releases, acquits and
forever discharges the Company and its Privies from any and all claims,
demands, actions, causes of action, damages, costs, or other claims
whatsoever in law or equity, which the Purchaser may have against the Company
and any of its Privies pertaining to, relating to, connected with, or arising
out of the Company's payment of or failure to disclose the Finder's Fee. As
used in this Amendment, the term "Privies" refers to the Company's agents,
assigns, attorneys, directors, employees, executors, heirs, insurers,
officers, predecessors, reinsurers, subsidiaries, and successors; provided,
however, the term Privies shall not include Mr. Abu Bakr.
D. The Purchaser acknowledges that the Company intends to
enter into an agreement with LIWA on the same terms and conditions as this
Amendment for purposes of issuing LIWA an additional 666,667 shares of Common
Stock ("LIWA Additional Shares") pursuant to that certain Securities Purchase
Agreement dated December 29, 1998 between the Company and LIWA. The Purchaser
also acknowledges that the Company intends to enter into an agreement with PCM
in the form of agreement attached hereto as Exhibit A for purposes of issuing
to PCM 666,667 shares of Common Stock ("PCM Shares") on the terms and conditions
set forth in Exhibit A. The Purchaser hereby waives any rights of notice or
participation with respect to the Company's issuance of the LIWA Additional
Shares or the PCM Shares afforded the Purchaser under Section 6.3 of the
Agreement.
4. MISCELLANEOUS. The parties agree that the miscellaneous
provisions of Section 8 of the Agreement shall apply to this Amendment and shall
be incorporated herein by this reference, with the exception of the first
paragraph of Section 8.2 of the Agreement which shall not apply inasmuch as the
matters provided for therein are already contemplated by Section 3A of this
Amendment.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of
the day and year first written above.
GLOBAL DIAMOND RESOURCES, INC.
a Nevada corporation
By: /s/ Johann de Villiers
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Johann de Villiers,
Chief Executive Officer
NEW DIAMOND CORPORATION LIMITED.
a British Virgin Islands company
By: /s/ Ahmed M. Basodan
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Ahmed M. Basodan,
An authorized officer
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