SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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. 3)(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)
August 25, 2000
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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 that 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 30 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 ("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>
CUSIP No. 459407 10 2 SCHEDULE 13D Page 2 of 30 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
George Kriste
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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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 PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
2,325,715
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,325,715
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,715
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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)
19.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Statement on Schedule 13D, dated November 3, 1999 as amended by
Amendment No. 1 dated January 4, 2000 and Amendment No. 2 dated February 28,
2000, filed by George Kriste (the "Reporting Person") 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 August 25, 2000 the Reporting Person purchased 40 shares of the
Company's Series C Redeemable Convertible Preferred Stock, par value $.001 per
share ("Series C Stock"), for an aggregate purchase price of $80,000 which
amount was paid with the Reporting Person's personal funds. In connection with
the purchase of Series C Stock, the Company also issued to the Reporting Person
immediately exercisable warrants to purchase an additional 40 shares of Series C
Preferred Stock for a price of $2,000 per share (the "Series C Stock Warrants").
Warrants to purchase 20 shares of Series C Stock expire on December 15, 2000 and
Warrants to purchase 20 shares of Series C Stock expire on January 20, 2001. The
Series C Stock is immediately convertible into Common Stock initially at the
rate of one share of Common Stock for each $.30 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, Preferred Stock, Series B
Stock, Series C Stock and Series C Stock Warrants for investment purposes only.
The Reporting Person purchased the Preferred Stock from the Company on October
25, 1999 and December 15, 1999 and purchased the Series B Stock from the Company
on February 22, 2000 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 , Amendment No. 2 thereto, dated December
15, 1999 and Amendment No. 3 thereto, dated February 22, 2000 (collectively, the
"Series A/B Stock Subscription Agreement").
Pursuant to the Series A/B Stock Subscription Agreement the Investors
purchased an aggregate of 560 shares of Preferred Stock and an aggregate of 440
shares of Series B Stock.
The Reporting Person purchased the Series C Stock from the Company on
August 25, 2000 pursuant to a Preferred Stock Subscription Agreement (the
"Series C Stock Subscription Agreement") dated as of August 15, 2000 between the
Company and certain investors ("Series C Stock Investors").
The Series C Stock Subscription Agreement provides that the Series C Stock
Investors agree to purchase an aggregate of 500 shares of Series C Stock at an
initial closing and one or more subsequent closings to be scheduled by the
Company. The Company sold to the Series C Stock Investors an aggregate of 200
shares of Series C Stock at the initial closing. The Reporting Person has
committed to purchase 20% of the shares of Series C Stock to be sold at
subsequent closings (60 additional shares of Series C Stock for an aggregate
purchase price of $120,000 if the maximum number of shares of Series C Stock are
sold pursuant to the Series C Stock Subscription Agreement). However, any Series
C Stock Investor may terminate his commitment to purchase additional shares upon
notice to the Company.
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<PAGE>
The holders of Preferred Stock, Series B Stock and Series C 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, Series B Stock or Series C Stock, as the case may be,
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, Series B Stock and Series C 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, Series B Stock and Series C 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, each share of
Series B Stock would have approximately 5,714 votes and each share of Series C
Stock would have approximately 6,667 votes).
Except as set forth herein, the Reporting Person has no plans or proposals
which would relate to or result in:
(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:
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<PAGE>
"Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Person may be deemed to
beneficially own 2,325,715 shares of the Company's Common Stock which represents
approximately 19.9% of the Company's outstanding common stock.
(b) The Reporting Person has sole voting and investment power with respect
to the 2,325,715 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 August 25, 2000, the Reporting
Person purchased directly from the Company 40 shares of Series C Stock at a
price of $2,000 per share. Such shares of Series C Stock are currently
convertible into 266,667 shares of Common Stock.
(d) Not applicable.
(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 Series C Stock Subscription Agreement, the Reporting
Person has agreed, subject to the right of the Reporting Person to terminate his
commitment, to purchase up to an additional 60 shares of Preferred Stock for an
aggregate purchase price of approximately $120,000. See Item 4, herein."
Item 7 is amended by adding the following:
Item 7. Material to be Filed as Exhibits.
6. Preferred Stock Subscription Agreement dated as of August 15, 2000
between the Company and the Series C Stock Investors.
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<PAGE>
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.
September 8, 2000
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(Date)
/s/ George Kriste
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George Kriste
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