SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
CHEM INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $.002 Par Value Per Share
(Title of Class of Securities)
163527203
(CUSIP Number)
Michael J. Nita
Shanley & Fisher, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979
(973) 285-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 12, 1998
(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 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).
(Continued on following pages)
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1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Gerob Realty Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e)
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER . . . . . . . . . . .843,300*
SHARES
BENEFICIALLY (8) SHARED VOTING POWER . . . . . . . . . . . . .0
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER. . . . . . . . .843,300*
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER. . . . . . . . . . .0
WITH
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
843,300
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 16.3%**
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------------------------
* Gerob Realty Partnership's power to vote the shares is held by its general
partners, E. Gerald Kay and Gerob Associates, L.P., of which Mr. Kay is the sole
general partner. Mr. Kay is filing his own Schedule 13D and will include the
shares beneficially owned by Gerob Realty Partnership as also beneficially owned
by him. Gerob Associates, L.P. is filing this Schedule 13D jointly with Gerob
Realty Partnership.
** Based on 5,178,300 shares of Issuer Common Stock outstanding as of January
13, 1998.
<PAGE>
1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Gerob Realty Partnership
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e)
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER . . . . . . . . . . .843,300*
SHARES
BENEFICIALLY (8) SHARED VOTING POWER . . . . . . . . . . . . .0
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER. . . . . . . . .843,300*
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER. . . . . . . . . . .0
WITH
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
843,300
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 16.3%**
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------------------------
* Gerob associates L.P., is one of the two general partners of Gerob Realty
Partnership, the record owner of shares. The other general partner is E. Gerald
Kay. Mr. Kay is also the sole general partner of Gerob Associates, L.P.
Mr. Kay is filing his own Schedule 13D and will include the
shares beneficially owned by Gerob Realty Partnership as also beneficially owned
by him. Gerob Associates, L.P. is filing this Schedule 13D jointly with Gerob
Realty Partnership.
** Based on 5,178,300 shares of Issuer Common Stock outstanding as of January
13, 1998
<PAGE>
end 2
Item 1. Security and Issuer
The securities to which this statement relates are shares of common
stock, par value $.002 per share (the "Common Stock"), of Chem International,
Inc. a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at 201
Route 22, Hillside, New Jersey 07205.
Item 2. Identity and Background
This Schedule 13D is a joint filing pursuant to Rule 13d-1(f)(1) on
behalf of Gerob Realty Partnership and Gerob Associates, L.P.
Gerob Realty Partnership ("Gerob") is a New Jersey general
partnership, the two general partners of which are E. Gerald Kay and Gerob
Associates, L.P. ("Associates"), a New Jersey limited partnership. The sole
general partner of Associates is E. Gerald Kay. The principal business of both
GEROB and Associates is the ownership and leasing of commercial real estate.
The business address for both Gerob and Associates is 201 Route 22,
Hillside, New Jersey 07205.
Mr. Kay is currently employed as the President, Chairman of the
Board, Chief Executive Officer and a Director of the Issuer. Mr. Kay's business
address is c/o Chem International, Inc., 201 Route 22, Hillside, New Jersey
07205.
During the last five years, neither Gerob, Associates nor Mr. Kay
has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Mr. Kay is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a Stock Sale Agreement dated as of January 12, 1998,
between the Issuer and Gerob, Gerob purchased, in a private transaction, 843,300
shares of Common Stock (the "Shares") from the Issuer. The Issuer's sale of the
Shares was in consideration of: (i) satisfaction of the aggregate amount of
$297,000 owed by the Issuer to Gerob representing rent past due and payable by
the Issuer to Gerob for the period December 1, 1994 to December 31, 1997 for the
Issuer's rental of the premises at 201 Route 22, Hillside, New Jersey under the
Lease dated December 1, 1994, as renewed annually, (the "Lease") by and between
the Issuer, as lessee, and Gerob, as lessor and (ii) satisfaction in full of the
amount of $276,443.92 payable under the Promissory Note dated August 15, 1997
(the "Note") made by the Issuer in favor of Gerob.
Item 4. Purpose of Transaction
The purpose of the acquisition of the Common Stock by Gerob was the
satisfaction of the Issuer's outstanding debt to Gerob under the Lease and the
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Note, as more fully described in Item 3 above. Gerob agreed to accept the Shares
in lieu of cash.
Item 5. Interest in Securities of the Issuer
(a) Gerob is the beneficial owner of 843,300 shares of Common Stock,
which represents approximately 16.3% of the Issuer's Common Stock outstanding as
of January 13, 1998. Associates is also the beneficial owner of the same 843,300
shares of Common Stock by its being one of two general partners of Gerob and
thereby having the power to dispose of and vote said shares.
(b) (1) Number of shares of Common Stock as to which Gerob has:
(i) Sole power to vote or direct the vote: 843,300
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition:
843,300
(iv) Shared power to dispose or to direct the disposition: 0
(2) Number of shares of Common Stock as to which Associates
has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to direct the vote: 843,300
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition:
843,300
Associates shares the voting and disposition power of the Shares
with E. Gerald Kay, the other general partner of Gerob. Mr. Kay is also the sole
general partner of Associates. Mr. Kay is filing a separate Schedule 13D as to
himself and will show himself as having the sole power to vote and dispose of
the Shares.
(c) Except as described in this Statement of this Schedule 13D,
neither Gerob, Associates nor Mr. Kay had any transactions in Common Stock of
the Issuer during the last 60 days.
(d) As the owner of the Shares, Gerob has the right to receive, or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares. Gerob is managed by its general partners, Associates and Mr.
Kay. Mr. Kay, as the sole general partner of Associates, manages Associates.
Other than Mr. Kay, only the limited partners of Associates have a right to
receive a distribution of any dividends of the Issuer received by Gerob and
distributed to Associates or the proceeds of any sale of the Shares by Gerob and
distributed to Associates.
(e) N/A
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<PAGE>
Item 6. Contracts, Arrangement, Understandings or Relationships With Respect
to Securities of The Issuer
The general partners of Gerob are Associates and Mr. Kay. Mr. Kay
is the sole general partner of Associates. Consequently, Mr. Kay, through
Gerob, has the voting and investment power with respect to the Shares.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1 Stock Sale Agreement, dated as of January 12, 1998 by
and between Chem International, Inc. and Gerob Realty
Partnership.
Exhibit 2 Written Statement pursuant to Rule 13d-(f)(1) by and
between Gerob Realty Partnership and Gerob Associates,
L.P.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 14, 1998
Gerob Realty Partnership
By: /s/ E. Gerald Kay
----------------------------------
E. Gerald Kay, General Partner
Gerob Associates, L.P.
By: /s/ E. Gerald Kay
----------------------------------
E. Gerald Kay, General Partner
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for his purpose which
is already on file with the Commission may be incorporated by reference. The
name of any title of each person who signed this statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute federal criminal violations. (see 18 U.S.C. 1001).
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<PAGE>
INDEX TO EXHIBITS
----------------
Exhibit Number Description
- -------------- -----------
1 Stock Sale Agreement dated as of January 12, 1998 by and
between Chem International, Inc. and Gerob Realty
Partnership.
2 Written statement pursuant Rule 13d-1(f)(1) by and
between Gerob Realty Partnership and Gerob
Associates, L.P.
<PAGE>
<PAGE>
EXHIBIT 1
Stock Sale Agreement
This Stock Sale Agreement is made as of the 12th day of January, 1998 by and
between Chem International, Inc. a Delaware corporation (the "Company"), and
Gerob Realty Partnership, a New Jersey general partnership (the "Purchaser").
W I T N E S S E T H
WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires to
purchase from Company, 843,300 shares (the "Shares") of the common stock, $.002
par value (the "Common Stock") of the Company, all on the terms and conditions
hereinafter set forth.
NOW THEREFORE, in consideration of the premises and material representations,
warranties and covenants contained herein, the parties agree as follows:
1. Sale of Shares. As of the Closing Date (the date hereof) and subject to all
other terms and conditions of the Agreement, the Company shall issue and sell
the Shares to Purchaser.
2. Payment of Purchase Price. The Company's performance of this Agreement is in
consideration of the following: (i) satisfaction of the aggregate amount of
$297,000 owed by the Company to Purchaser representing rent past due and payable
by the Company to the Purchaser for the period December 1, 1994 to December 31,
1997 for the Company's rental of the premises at 201 Route 22, Hillside, New
Jersey under the Lease dated December 31, 1994, as renewed annually, by and
between the Company, as lessee, and Purchaser, as lessor, and (ii) satisfaction
in full of the amount of $276,443.92 payable under the Promissory Note dated
August 15, 1997 (the "Note") made by the Company in favor of Purchaser.
3. Purchase Price per Share. The purchase price per share of Common Stock is
sixty-eight cents ($.68), which is an agreed upon value being $.03 higher than
the average of the closing price for a share of Common Stock as quoted on the
Nasdaq SmallCap Market for the five business days immediately preceding the
Closing Date.
4. Closing Documentation. As of the Closing Date, the Company shall forward a
letter of instruction to Continental Stock Transfer & Trust Company, its
transfer agent, to issue a stock certificate representing the Shares in the name
of and to the Purchaser.
5. Purchaser's Closing Documentation. As of the Closing Date, Purchaser shall
deliver the Note marked "paid in full" to the Company.
<PAGE>
6. Representations and Warranties of the Company. The Company hereby represents
and warrants as follows:
(a) The Company has the legal capacity to execute and deliver this
Agreement and perform the transactions contemplated hereby.
(b) This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of
the Company, enforceable in accordance with its terms.
(c) The Shares, when issued for the consideration set forth herein,
will be duly authorized, validly issued and nonassessable.
(d) The Shares are not subject to any lien, restriction,
stockholder's agreement, standstill agreement or similar agreement
or restrictions, except for restrictions on resale which may be
imposed on Purchaser under the Securities Act of 1933, as amended
(the "Securities Act").
(e) There has not been any material adverse change in the business,
operations, assets or financial condition of the Company from that
set forth in the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1997 and the Company's Quarterly Report
on Form 10-QSB for the fiscal quarter ended September 30, 1997.
7. Representations and Warranties of Purchaser. Purchaser hereby represents and
warrants:
(a) Purchaser has the legal capacity to execute and deliver this
Agreement and to consummate the transactions described herein. This
Agreement constitutes the legal, valid and binding obligation of
Purchaser, enforceable in accordance with its terms.
(b) No consent of any person is required for the execution, delivery
and performance of this Agreement by Purchaser.
(c) Purchaser is acquiring the Shares solely for its own account for
investment and not with a view to resale or distribution thereof, in
whole or part.
(d) Purchaser understands that the Shares have not been registered
under the Securities Act or any state securities law, and that the
offering and sale of the Shares by the Company to such Purchaser is
intended to be exempt from registration under Section 4(2) of the
Securities Act and the provisions of Rule 506 of Regulation D
promulgated thereunder, based in part upon the representations and
warranties of Purchaser hereunder.
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<PAGE>
(e) Purchaser understands that the Shares may not be sold,
hypothecated or otherwise disposed of unless subsequently registered
under the Securities Act and applicable state securities laws or
pursuant to an exemption from such registration.
(f) Purchaser did not become aware of the offer of the Shares
through or as a result of any form of general solicitation or
general advertising, including, without limitation, any article,
notice, advertisement or other communication published in any
newspaper, magazine or similar media or broadcast over television or
radio.
(g) The managing general partner of Purchaser has such knowledge and
experience in business and financial matters that he is capable of
evaluating the merits and risk of the purchase of the Shares and
make an informed investment decision with respect thereto.
(h) The Purchaser acknowledges that all documents, filings, records
and books pertaining to the Company have been made available for
inspection by it.
(i) Neither the Securities and Exchange Commission or any state
securities commission has approved or recommended the Shares.
(j) Purchaser is an accredited investor (as such term is defined in
Rule 501 of Regulation D under the Securities Act).
8. Conditions to the Obligations of Each Party under this Agreement. The
respective obligations of each party under this Agreement shall be subject to
the satisfaction at the Closing Date that no orders, decrees or rulings issued
by any court of competent jurisdiction, nor any rule, regulation or order
entered, promulgated or enacted by any governmental, regulatory or
administrative agency nor any suit, action or other proceeding would prevent the
consummation of the transactions as contemplated hereby.
9. Fees and Expenses. Each of the parties hereto shall be responsible for their
own expenses incurred in connection with the transactions contemplated hereby.
Each party hereby represents that no person or entity is entitled to receive any
brokerage or finder's fee or other fees in connection with this Agreement or the
transactions contemplated hereby. Each party shall indemnify the other and hold
the other party harmless from and against any claims for such fees as a result
of any agreement or understanding between such indemnifying party and any third
party.
10. Survival of Certain Representations and Warranties. The representations and
warranties of the parties in this Agreement and in any instrument delivered
pursuant hereto shall survive the Closing.
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11. Entire Agreement. This Agreement and the agreements and documents executed
and/or delivered at the Closing in connection herewith constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral and written, among the
parties hereto with respect to the subject matter hereof. No representation,
warranty, inducement or statement of intention has been made by any party that
is not embodied in this Agreement or such other documents, and none of the
parties shall be bound by, or be liable for, any alleged representation,
warranty, inducement or statement of intention not embodied herein or therein.
12. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey, without regard to
principles of conflict of interest.
13. Binding Effect, Benefits. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective permitted successors and
assigns. Notwith-standing anything contained in this Agreement to the contrary,
nothing in this Agreement, express or implied, is intended to confer on any
person other than the parties hereto or their respective permitted successors
and assigns, any rights, remedies, obligations or liabilities under or by reason
of this Agreement.
14. Assignability. Neither this Agreement nor any of the parties' rights
hereunder shall be assignable by any party hereto without the prior written
consent of the other parties hereto.
15. Amendments. This Agreement may be modified, amended or supplemented at any
time by mutual agreement of the parties. Without limiting the generality of the
foregoing, this Agreement may only be amended, varied or supplemented by an
instrument in writing, signed by the parties hereto.
16. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly
executed and delivered as of the date hereinabove set forth.
COMPANY:
Chem International, Inc.
By: /s/ Eric Friedman
---------------------------------
Eric Friedman, Vice President
PURCHASER:
Gerob Realty Partnership
By: /s/ E. Gerald Kay
------------------------------------
E. Gerald Kay, General Partner
486641
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EXHIBIT 2
Written Statement Pursuant to Rule 13d-1(f)(1)
The undersigned hereby agree that the Schedule 13D dated the date hereof
is filed on behalf of each of the undersigned.
GEROB REALTY PARTNERSHIP
By: /s/ E. Gerald Kay
----------------------------------
E. Gerald Kay, General Partner
GEROB ASSOCIATES, L.P.
By: /s/ E. Gerald Kay
----------------------------------
E. Gerald Kay, General Partner
487785
