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. 6)*
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)
Jay Weil, 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 1, 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 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).
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CUSIP No. 459407 10 2 13D Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gregory B. Abbott
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
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(b) |_|
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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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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,606,065
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,606,065
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,606,065
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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)
34.8%
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Statement on Schedule 13D dated January 27, 1998 as amended by
Amendment No. 1 dated April 14, 1998, Amendment No. 2 dated November 3, 1999,
Amendment No. 3 dated January 4, 2000 and Amendment No. 4 dated March 1, 2000
and Amendment No. 5 dated September 11, 2000, filed by Gregory B. Abbott (the
"Reporting Person") is further 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 1, 2000 the Reporting Person purchased 50 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 $100,000 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 50 shares of Series C
Preferred Stock for a price of $2,000 per share (the "Series C Stock Warrants").
Such warrants expire on June 30, 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 and December 1, 2001 pursuant to a Preferred Stock Subscription
Agreement dated as of August 15, 2000 between the Company and certain investors
("Series C Stock Investors"), as amended by Amendment No. 1 thereto dated
December 1, 2000 (collectively, the "Series C Stock Subscription Agreement").
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 and an aggregate of 200 shares
of Series C Stock at a closing on December 1, 2000. The Reporting Person has
committed to purchase 20% of the shares of Series C Stock to be sold at
subsequent closings (20 additional shares of Series C Stock for an aggregate
purchase price of $40,000 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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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:
"Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, the Reporting Person may be deemed to
beneficially own 4,606,065 shares of the Company's Common Stock which represents
approximately 34.8% of the Company's outstanding Common Stock.
(b) The Reporting Person has sole voting and investment power with respect
to the 4,606,065 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 1, 2000, the
Reporting Person purchased directly from the Company 50 shares of Series C Stock
at a price of $2,000 per share. Such shares of Series C Stock are currently
convertible into 333,333 shares of Common Stock. In connection with such
purchase the Reporting Person was issued warrants to purchase an additional 50
shares of Series C Stock for $2,000 per share. The shares of Series C Stock
issuable upon exercise of such warrants are currently convertible into an
additional 333,333 shares of Common Stock. In addition, on October 25, 2000 the
Reporting Person was granted options to purchase an aggregate of 20,000 shares
of Common Stock of the Company, which options shall become exercisable in three
installments of 33-1/3% each on the first, second and third anniversaries of the
date of grant. Such options were granted under the Company's Director Option
Plan. On October 25, 2000 options to purchase an aggregate of 13,334 shares
previously granted to the Reporting Person under the Director Option Plan became
exercisable.
(d) Not applicable.
(e) Not applicable."
Item 6 is amended in its entirety to read 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 20 shares of Preferred Stock for an
aggregate purchase price of approximately $40,000. See Item 4, herein."
Item 7 is amended by adding the following:
Item 7. Material to be Filed as Exhibits.
7. Amendment No. 1 dated December 1, 2000 to Preferred Stock Subscription
Agreement dated as of August 15, 2000 between the Company and the Series C
Stock Investors.
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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.
December 29, 2000
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(Date)
/s/ Gregory B. Abbott
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Gregory B. Abbott
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