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 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No.1)*
International Dispensing Corporation
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
459407 10 2
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(CUSIP Number)
Martin R. Bring, Esq.
Wolf, Block, Schorr and Solis-Cohen LLP
250 Park Avenue
New York, New York 10177
Tel. No. (212) 986-1116
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 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(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.
(Continued on the following pages)
(Page 1 of 8 Pages)
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* 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 the "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>
SCHEDULE 13D
CUSIP No. 459407 10 2 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON S.S.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis A. Simpson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
1,744,000
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
0
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
1,744,000
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,744,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Statement on Schedule 13D dated November 3, 1999, filed by Louis A.
Simpson (the "Reporting Peron") is amended as follows:
Item 3 is amended by adding the following to the end thereof:
"ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 15, 1999 the Reporting Person purchased 49.5 shares of the
Preferred Stock for an aggregate purchase price of $99,000 which amount was paid
with the Reporting Person's personal funds. The Preferred Stock is immediately
convertible into Common Stock initially at the rate of one share of Common Stock
for each $.22 in liquidation value of the Preferred Stock converted. The
conversion rate is subject to adjustment in certain circumstances."
Item 4 is amended in its entirety to read as follows:
"ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Common Stock and Preferred Stock for
investment purposes only. The Reporting Person purchased the Preferred Stock
from the Company on October 25, 1999 and December 15, 1999 pursuant to a
Preferred Stock Subscription Agreement dated as of September 23, 1999 among the
Company and certain investors, including the Reporting Person (collectively, the
"Investors"), as amended by Amendment No. 1 thereto, dated as of October 25,
1999 and Amendment No. 2 thereto, dated December 15, 1999 (collectively, the
"Subscription Agreement").
The Subscription Agreement provides that the Investors agree to purchase an
aggregate of 1,000 shares of Preferred Stock at an initial closing and one or
more subsequent closings to be scheduled by the Company subject to the
satisfaction of certain conditions. The Company sold to the Investors an
aggregate of 350 shares of Preferred Stock at the initial closing and an
additional 210 shares of Preferred Stock on December 15, 1999. The Reporting
Person has committed to purchase approximately 31.4% of the shares of Preferred
Stock to be sold at subsequent closings (approximately 138.2 additional shares
of Preferred Stock for an aggregate purchase price of $276,400 if the maximum
number of shares of Preferred Stock are sold pursuant to the Subscription
Agreement). However, any Investor may terminate his commitment to purchase
additional shares upon notice to the Company and no Investor has the obligation
to purchase any shares of Preferred Stock after August 31, 2000.
The holders of Preferred Stock are entitled to receive cumulative dividends
at the rate of 12% per year. In the discretion of the Company, the dividends may
be paid in cash, in additional shares of Preferred Stock or any combination of
the foregoing. The holders of Preferred Stock, voting as a separate class, are
entitled to elect one director of the Company. In addition, the holders of
Preferred Stock are entitled to vote on all matters (including elections of
directors) together with the holders of the Common Stock with each share of
Preferred Stock having the number of votes equal to the number of whole and
fractional shares of Common Stock into which such share is then convertible (as
of the date hereof each share of Preferred Stock would have approximately 9,091
votes).
Except as set forth herein, the Reporting Person has no plans or proposals
which would relate to or result in:
(Continued on the following pages)
(Page 3 of 8 Pages)
<PAGE>
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5 is amended to read in its entirety as follows:
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Person may be deemed to
beneficially own 1,774,000 shares of the Company's Common Stock which represents
approximately 16.1% of the Company's outstanding common stock.
(b) The Reporting Person has sole voting and investment power with
respect to the 1,774,000 shares of Common Stock referred to herein.
(c) No transactions in the Common Stock were effected during the past
sixty days by the Reporting Person except that on December 15, 1999, the
Reporting Person purchased directly from the Company 49.5 shares of Preferred
Stock at a price of $2,000 per share. Such shares of Preferred Stock are
currently convertible into 450,000 shares of Common Stock.
(d) Not applicable.
(Continued on the following pages)
(Page 4 of 8 Pages)
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(e) Not applicable."
Item 6 is amended to read in its entirety as follows:
"ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Subscription Agreement, the Reporting Person has agreed,
subject to the satisfaction by the Company of certain conditions and the right
of the Reporting Person to terminate his commitment, to purchase up to an
additional 138.2 shares of Preferred Stock for an aggregate purchase price of
approximately $276,400. See Item 4, herein."
Item 7 is amended by adding the following:
"ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
3. Amendment No. 2, dated as of December 15, 1999 to Preferred Stock
Subscription Agreement between the Company and the Investors."
(Continued on the following pages)
(Page 5 of 8 Pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
January 4, 2000
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(Date)
/s/ Louis A. Simpson
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Louis A. Simpson
(Continued on the following pages)
(Page 6 of 8 Pages)
<PAGE>
Exhibit 3
December 15, 1999
International Dispensing Corporation
2500 Westchester Avenue, Suite 304
Purchase, New York 10574
Gentlemen:
Reference is made to the Preferred Stock Subscription Agreement dated
as of September 23, 1999 and Amendment No. 1 thereto, dated as of October 25,
1999 by and among Gregory B. Abbott ("Gregory Abbott"), George Kriste
("Kriste"), Louis A. Simpson ("Simpson"), Gary Allanson ("Allanson") and
International Dispensing Corporation (the "Company")(collectively, the "Purchase
Agreement"). Unless otherwise defined herein, capitalized terms used herein have
the meanings ascribed to them in the Purchase Agreement.
This will confirm the agreement of the undersigned and the Company as
follows:
George Abbott whose address is 10 Rockefeller Plaza, Suite 604, New
York, New York 10020, hereby agrees to become a party to the Purchase Agreement
as an Investor and, by his signature below, shall as of the date hereof be
deemed to have made all of the representations and agreements made by each
Investor in the Purchase Agreement as if he were an original signatory thereof.
The Investors hereby agree to purchase on the date hereof the number of
additional Shares of Preferred Stock set forth opposite their names below for
the purchase price set forth opposite their names, all in accordance with the
terms and conditions of the Purchase Agreement. The purchase price shall be paid
by wire transfer on the date hereof to the Company's bank account of immediately
available funds pursuant to wire transfer instructions previously given to each
of the Investors.
Shares of Preferred
Name of Investor Stock Purchased Purchase Price
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Gregory Abbott 49.5 $99,000
Kriste 49.5 $99,000
Simpson 49.5 $99,000
Allanson 12 $24,000
George Abbott 49.5 $99,000
Each Investor reaffirms as of the date hereof all of the
representations and agreements made by such Investor in the Purchase Agreement.
<PAGE>
International Dispensing Corporation
December 15, 1999
Page 2
The Company reaffirms as of the date hereof all of the representations
made by the Company in the Purchase Agreement, except that as of the date
hereof, prior to the purchases being made hereby, an aggregate of 350 Shares of
Preferred Stock are issued and outstanding.
Very truly yours,
/s/ Gregory Abbott
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Gregory Abbott
/s/ George Kriste
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George Kriste
/s/ Louis A. Simpson
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Louis A. Simpson
/s/ Gary Allanson
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Gary Allanson
/s/ Gregory Abbott
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Gregory Abbott
AGREED TO:
INTERNATIONAL DISPENSING
CORPORATION
By: /s/ Gary Allanson
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Gary Allanson
President
