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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
October 25, 2000
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(Date of Report)
Imatec Ltd.
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(Exact name of registrant as specified in its charter)
Delaware 0-21752 11-3289398
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
150 East 58th Street, New York, New York 10022
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(Address of principal executive offices)
(212) 826-0440
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(Registrant's telephone number, including area code)
None
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(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
On June 7, 2000, Imatec Ltd., a Delaware corporation (the
"Registrant"), filed with the Securities and Exchange Commission a Current
Report on Form 8-K, announcing that as of May 26, 2000, the Registrant, through
its wholly-owned subsidiary, Sequel Acquisition Corporation, a Delaware
corporation ("SAC"), had entered into an asset purchase agreement (the "Asset
Purchase Agreement") with Sequel Technology Corporation, a Washington
corporation ("Sequel"), whereby SAC will acquire (the "Acquisition")
substantially all of the properties and assets, the business and goodwill of
Sequel, including the intellectual property and technology of Sequel, and assume
approximately $1.4 million of liabilities in exchange for 15,000,000 shares of
common stock, par value $.0001 per share, of the Registrant ("Registrant Common
Stock"). Such number of shares of Registrant Common Stock was subject to
adjustment in the event that Sequel should consummate a private offering prior
to the closing of the Acquisition. The Asset Purchase Agreement was amended as
of July 19, 2000 (the "Amendment"), to provide for, among other things, a
two-for-one stock split of the outstanding Registrant Common Stock prior to the
Acquisition and the assumption by the Registrant of approximately $800,000 of
liability of Sequel.
The transactions contemplated by the Asset Purchase Agreement closed
(the "Closing") effective October 20, 2000 (the "Closing Date"). Based upon the
closing sale price for the Registrant Common Stock on the Closing Date and the
total amount of liabilities assumed by the Registrant, the Registrant estimates
that the value of the Acquisition is approximately $6,418,000.
As a result of the Closing the directors and officers of the Registrant
prior to the Closing have resigned and, as set forth in the Information
Statement pursuant to Rule 14f-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), heretofore provided to the holders of Registrant
Common Stock, the individuals identified herein have been elected as the
directors and officers of the Registrant.
Subject to the immediately preceding sentence, at the date hereof and
prior to the aforementioned stock split, the authorized capital stock of the
Registrant consists of 20,000,000 shares of Registrant Common Stock, of which
4,080,201 are outstanding (on a fully-diluted basis on the date hereof), and
2,000,000 shares of undesignated classes or series of preferred stock, par
$.0001 per share ("Registrant Preferred Stock"), of which 150,000 shares are
outstanding ("Series A Convertible Preferred Stock"). Pursuant to the Amendment,
subject to a number of conditions, the outstanding Registrant Common Stock
immediately prior to the Acquisition will be split two-for-one following the
Acquisition.
Following the closing of the Acquisition, the Registrant intends to
amend its certificate of incorporation to increase its authorized capitalization
to 40,000,000 shares of Registrant Common Stock; the authorized capitalization
of Registrant Preferred Stock will remain unchanged at 2,000,000 shares.
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Following the closing of the Acquisition, the Registrant anticipates
that 24,500,000 shares of Registrant Common Stock, and 150,000 shares of Series
A Convertible Preferred Stock (each convertible into ten shares of Registrant
Common Stock and voting with the Registrant Common Stock as one class on an as
converted basis), will be outstanding and entitled to vote in an election of
directors.
Newly Appointed Directors
Set forth below is certain information with respect to the individuals
named director of the Registrant at the closing of the Acquisition (the "New
Directors").
Rand Ross Schulman, 47, Chief Executive Officer. Mr. Schulman has
agreed to be appointed to the Board of Directors and named Chief Executive
Officer upon the closing of the Acquisition. From March 2000 until June 2000,
Mr. Schulman served as Executive Vice President at Vizacom, Inc. From December
1997 until January 2000, Mr. Schulman served as Chief Executive Officer of Key
Lime Software. From January 1994 until March 1997, Mr. Schulman served as
Executive Vice President at TriTeal Corporation.
Mark G. Southern, 39, Chief Financial Officer. Mr. Southern currently
serves as Chief Financial Officer of the Registrant and has served in such
capacity at Sequel since December of 1999. Mr. Southern also served as Corporate
Controller of Sequel from September 1998 to December 1999. From August 1997
until August 1998 Mr. Southern served as Corporate Controller at Cable Plus.
From January 1997 until August 1997 Mr. Southern served as Chief Financial And
Operations Officer, Secretary/Treasurer at Expotel. From May 1996 until January
1997 Mr. Southern served as Director of Finance, Operations and Information
Systems at KidStar Interactive Media, Inc. From April 1995 to May 1996 Mr.
Southern also served as World Wide Financial Operations Manager at the Microsoft
Network (MSN). Following the closing of the Acquisition, Mr. Southern will
continue as Vice President of Finance of the Registrant. Mr. Southern has also
previously served as Controller at McCaw Cellular Communications, now AT&T
wireless, and as an audit manager with Ernst and Young.
Ronald Leo Bernbaum, 49, Chairman of the Board of Directors. Mr.
Bernbaum has served as a Director since inception and the Chairman of the Board
of Directors of Sequel since September 1999. For over the past five years, Mr.
Bernbaum has served as the President of Basic Capital, a company providing
funding and management to companies in the real estate and technology
industries.
Directors Prior To The Closing
Information relating to the directors of the Registrant prior to the
Closing is set forth below. There have been a total of six board meetings since
January 1, 2000.
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Hanoch Shalit, 46, Chairman of the Board of Directors, President, and
Chief Executive Officer, Chief Financial Officer, and Secretary. Dr. Shalit
founded the Company in November 1988 was its Chairman of the Board of Directors,
President, Chief Executive Officer, and Secretary since inception and Chief
Financial Officer since April 1999. From September 1982 until June 1987 Dr.
Shalit was employed as a senior chemist with Chemco Photo Products, a private
imaging company. From June 1987 until November 1988, Dr. Shalit was employed by
the FONAR Corporation, a public imaging company where he was the President of
the Photographic Sciences Division in charge of production, sales, and service
for the FONAR corporation's photographic products. Dr. Shalit earned a B.S.
(Honors) in the Sciences of Photography from the Polytechnic of Central London
(now known as University of Westminster) in Great Britain in 1978 and a Ph.D. in
Physics from the University of London in 1981.
Steven Ai, 45, Director. Steven Ai served as a director of the Company
since November 30, 1995. Since 1992, Mr. Ai has been the President of City Mill
Co., Ltd., a private company located in Honolulu, Hawaii, which owns and
operates a chain of retail home product stores. Prior to 1992, Mr. Ai was a
manager with the public accounting firm of KPMG Peat Marwick.
Simon Cross, 48, Director. Simon Cross served as a director of the
Company since July 15, 1996 and served as Vice President - Marketing and Sales
from January 6, 1997 until December 1997. Since January 1999, Mr. Cross has been
President of a consulting and internet related business in the United Kingdom.
From February 1993, Mr. Cross was the general manager of Shackman Instruments, a
private company located in the United Kingdom which designs and manufactures
identification cameras and associated security systems. From May 1992 to
February 1993, Mr. Cross was the sales and marketing manager of Techspan Systems
plc, a private company located in the United Kingdom which specializes in
computer controlled large scale electronic displays. From June 1990 to May 1992,
Mr. Cross was the director of X-Tek Systems Ltd., a private company located in
the United Kingdom which develops and manufactures high definition microfocus
x-ray systems for industrial inspection.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Registrant's directors, executive officers and persons or entities
who own more than 10% of the Registrant Common Stock to file initial reports of
beneficial ownership and reports of changes in beneficial ownership of the
Company's Common Stock with the Securities and Exchange Commission. Such persons
or entities are also required by SEC regulations to furnish the Company with
copies of all reports that they file under Section 16(a). To the Company's
knowledge, all Section 16(a) filing requirements applicable to such persons or
entities were complied with to date. The New Directors intend to comply with
such requirements in a timely manner.
Principal And Management Stockholders
Based solely upon information available at the date hereof and giving
effect to the closing of the Acquisition, the conversion of the Registrant's
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Series A Convertible Preferred Stock into 1,500,000 shares of Registrant Common
Stock, and to a private offering of securities currently being conducted by
Sequel, the following table sets forth, as of the date immediately following the
closing of the Acquisition,
- each person who is known by the Registrant to be the owner of
record or beneficial owner of more than 5% of the outstanding
Registrant Common Stock,
- each director and each executive officer (and executive
officer appointees) of the Registrant,
- all directors and executive officers (including executive
officer appointees) of the Registrant as a group, and
- the number of shares of common stock beneficially owned by
each such person and such group and the percentage of the
outstanding shares owned by each such person and such group.
No director or executive officer owned shares of capital stock of the
Registrant prior to the effective date of the Closing.
As used in the table below and elsewhere herein, the term beneficial
ownership with respect to a security consists of sole or shared voting power,
including the power to vote or direct the vote, and/or sole or shared investment
power, including the power to dispose or direct the disposition, with respect to
the security through any contract, arrangement, understanding, relationship, or
otherwise, including a right to acquire such power(s) during the next 60 days
following the date of this filing. Except as otherwise indicated, the
stockholders listed in the table have sole voting and investment powers with
respect to the shares indicated. Unless otherwise noted, beneficial ownership
consists of sole ownership, voting, and investment power with respect to all
common stock shown as beneficially owned by them.
Number of Shares of
Registrant Common Stock
Name and Address Beneficially Owned Percentage of Class
Rand Ross Schulman 0 0
C/o Sequel Technology
Corporation
3245 146th Place SE
Suite 300
Bellevue, Washington 98007
Mark Southern 416,843(1) 1.7
C/o Sequel Technology
Corporation
3245 146th Place SE
Suite 300
Bellevue, Washington 98007
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Ronald Leo Bernbaum 10,600,000(2) 43.3
C/o 4576 Young Street
Suite 600
Toronto, Ontario M2W 6N4
Knightsbridge Financial 2,400,000(3) 9.8
Services Ltd.
C/o 4576 Young Street
Suite 600
Toronto, Ontario M2W 6N4
Michael Florence 2,400,000(4) 9.8
C/o Knightsbridge Financial
Services Ltd.
C/o 4576 Young Street
Suite 600
Toronto, Ontario M2W 6N4
Commendation Capital Group, Inc. 1,800,000(5) 7.3
C/o 4576 Young Street
Suite 600
Toronto, Ontario M2W 6N4
Dr. Hanoch Shalit* 1,870,354(6) 7.6
C/o Imatec Ltd.
150 East 58th Street
New York, New York 10155
Steven Ai* 236,833(6)(7) **
C/o Imatec Ltd.
150 East 58th Street
New York, New York 10155
Simon Cross* 200,000(6) **
C/o Imatec Ltd.
150 East 58th Street
New York, New York 10155
Carmello Cotrino 1,326,000 5.4
8 Homstead Circle
Marlboro, NJ 07746
All executive officers and
directors as a group 10,619,143 41.1
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*Former directors of the Registrant.
** Less than 1.0%.
(1) Includes options for 397,700 shares of Registrant Common Stock held by
Commendation Capital Group, Inc.
(2) Includes (i) 6,400,000 shares of Registrant Common Stock held by Medstar
Southbeach Marina Partnership II, an Ontario, Canada limited partnership,
on behalf of which Mr. Bernbaum serves as trustee and has sole beneficial
ownership of the referenced shares, (2) 2,400,000 shares of Registrant
Common Stock held by Knightsbridge Financial Services Ltd., 50% of the
outstanding securities of which are held by a trust, the trustee of which
is the spouse of Mr. Bernbaum, and (3) 1,800,000 shares of Registrant
Common Stock held by Commendation Capital Group, Inc. 53% of which is
controlled by a trust of which Mr. Bernbaum serves as trustee.
(3) Knightsbridge Financial Services Ltd. is owned 50% by a trust, the trustee
of which is the spouse of Mr. Bernbaum, and 50% by Michael Florence. The
other 50% by Rikare Management Inc., which is controlled by Michael
Florence.
(4) Consists of shares of Registrant Common Stock owned of record by
Knightsbridge Financial Services Ltd.
(5) Commendation Capital Group, Inc. is owned by two trusts, one of which owns
53%, the trustee of which is Mr. Bernbaum. The shares held by Commendation
Capital Group, Inc. are to be offered as options to present and former
employees of Sequel after the close of the transaction.
(6) Includes 200,000 shares which may be acquired under stock options.
(7) Includes 36,833 shares as beneficially owned by Steven Ai and held by The
Revocable Trust of David C. Ai, dated July 24, 1985, as restated, of which
Steven Ai serves as Chairman and, along with two other individuals, is a
trustee.
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The information contained herein concerning Sequel and the executive
officers and directors of the Registrant following the closing of the
Acquisition has been furnished to the Registrant by Sequel. The Registrant
assumes no responsibility for the accuracy or completeness of such information.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial statements at the
date of the filing of this Form 8-K. The required financial statements will be
provided as soon as practicable.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial
information at the date of the filing of this Form 8-K. The required pro forma
financial information will be provided as soon as practicable.
(c) Exhibits.
10.1 Asset Purchase Agreement, dated as of May 26, 2000,
among Imatec Ltd., Sequel Acquisition Corporation,
and Sequel Technology Corporation.
10.2 Amendment No. 1 to Asset Purchase Agreement, dated as
of July 19, 2000, among Imatec Ltd., Sequel
Acquisition Corporation, and Sequel Technology
Corporation.
10.3 Assignment, Assumption and Forbearance Agreement,
dated as of October 20, 2000, among Imatec Ltd.,
Sequel Acquisition Corporation, Sequel Technology
Corporation and Imperial Bank.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 25, 2000
[IMATEC LTD.]
By: /s/ Ronald Leo Bernbaum
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Ronald Leo Bernbaum
Chairman of the Board of Directors
