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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Storm Technology, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
862219-10-2
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(CUSIP Number)
Robert D. Cochran, Esq.,
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5201 Great America Parkway, Suite 320,
Santa Clara, California 95054
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
4/30/97
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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 [_].
Check the following box if a fee is being paid with the statement . (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 ("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 1 of 5 pages
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CUSIP NO. 98975F 10 1 13D PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seamax Engineering Pte Ltd.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
BK
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Singapore
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SOLE VOTING POWER
7
NUMBER OF 1,100,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,100,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,100,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (See Instructions) [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.27%
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 2 of 5 pages
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Stock, $0.001 par value per share ("Storm Common Stock"),
of Storm Technology, Inc., a Delaware corporation, whose principal executive
offices are located at 1395 Charleston Road, Mountain View, California 94043.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Seamax Engineering Pte Ltd. based upon its
beneficial ownership of shares of Storm Common Stock. Seamax's business address
Blk. 6001, Bedok Ind. Park C#02-2280/2282, Singapore 1647. Seamax's principal
occupation is trading of electronic and computer products.
During the last five years, Seamax has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to 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. Seamax is a corporation organized under
the laws of Singapore.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement relates to the acquisition of 1,100,000 shares of Storm
Common Stock.by Seamax Engineering from Primax Electronics Ltd. on
April 30, 1997 at a price per share of $1.75, for a total price of
$1,925,000. The source of funds is a bank.
ITEM 4. PURPOSE OF TRANSACTION.
The securities to which this Statement relates were acquired by Seamax
from Primax in order to make a long-term investment.
Seamax has no present plans or proposals which may relate to or would
result in:
(a) The acquisition or disposition of any additional securities of the
Issuer by any person;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies or the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer 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;
Page 3 of 5 pages
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(i) A class of equity securities of the Issuer 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. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of shares of Storm Common
Stock beneficially owned by Seamax are 1,100,000 shares and 9.27%, respectively.
(b) Seamax has sole voting and investment power with respect to all of
the shares of Storm Common Stock to which this Statement relates.
(c) On April 30, 1997, the Sale was consummated. Seamax has not
otherwise acquired or disposed of any shares of Storm Common Stock within the
last 60 days.
(d) Other than the persons disclosed on Item 2 above, no other person
is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds form the sale of, the Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except for the subject Stock Purchase Agreement and the Amendment,
Seamax has no contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of Storm, including,
but not limited to, transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
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1 Stock Purchase Agreement dated April 1, 1997 and effective
April 30, 1997, between Primax Electronics, Ltd. and
Seamax Engineering Pte Ltd.
2 Amendment #1 to Stock Purchase dated April 30, 1997 between
Primax Electronics Ltd. and Seamax Engineering Pte Ltd.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 8, 1997 Seamax Engineering Pte Ltd.
By: /s/ John Hsu
Its: Managing Director
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Page 4 of 5 pages
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EXHIBIT INDEX
Exhibit Description
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1 Stock Purchase Agreement dated April 1, 1997 between
Primax Electronics, Ltd. and Seamax Engineering Pte Ltd.
2 Amendment #1 to Stock Purchase Agreement dated April 30, 1997
between Primax Electronics, Ltd. and Seamax Engineering Pte Ltd.
Page 5 of 5 pages
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EXHIBIT 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the first day
of April 1997 ("Effective Date") by and among Primax Electronics Ltd., a
Republic of China corporation (the "Seller") and Seamax Engineering Pte Ltd.
(the "Purchaser").
RECITALS
A. The Seller owns certain shares of the common stock, par value $0.001 per
share (the "Common Stock"), of Storm Technology, Inc., a Delaware corporation
("Storm").
B. The Seller desires to sell to the Purchaser and the Purchaser desires to
purchase from the Seller 1,100,000 shares of Common Stock of Storm (the
"Stock"), all as herein described and on the terms and conditions hereinafter
set forth.
C. Number of Shares and Price Per Share. Subject to the terms and
------------------------------------
conditions hereof and in reliance upon the representations, warranties and
agreements contained herein, the Purchaser hereby agrees to purchase from the
Seller and the Seller hereby agrees to sell the Stock to the Purchaser, for a
price per share of US$3.875, for a total price of US$4,262,500 (the "Stock
Purchase Price").
D. The Closing. The purchase and sale of the Stock to the Purchaser (the
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"Closing") shall take place at the principal office of the Seller as soon as
possible after execution of this Agreement on a date to be mutually agreed upon
by the Seller and the Purchaser (the "Closing Date"). Subject to the terms of
this Agreement, at the transfer of stock certificates by Seller, purchaser shall
tender full payment of the Stock Purchase Price to the Seller within 7 days.
E. Representations and Warranties of the Seller.
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1. The Seller is the sole owner of the Stock, which is, and at the
Closing shall be free and clear of all encumbrances and the Seller has the full
and unrestricted right, power and authority to sell and transfer the Stock to
the Purchaser. Upon delivery of the Stock to the Purchaser and payment by the
Purchaser of the Stock Purchase Price, Purchaser will acquire encumbrances of
any nature whatsoever, other than any encumbrances created by or through the
Purchaser.
2. The Stock is validly issued, fully paid and nonassessable.
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3. This Agreement constitutes a valid and binding obligation of the
Seller, except as the same may be limited by bankruptcy, insolvency, moratorium
and other laws of general application affecting the enforcement of creditors'
rights and general principles of equity.
F. Representations and Warranties of Purchaser. The Purchaser hereby
-------------------------------------------
represents and warrants to the Seller that:
1. The Stock will be acquired for each Purchaser's own account, for
investment and not with a view to, or for resale in connection with, any
distribution or public offering thereof.
2. Purchaser is not a "U.S. Person" as that term is defined in Rule 901
of Regulation S of the Securities Act ("Reg. S"), including but not limited to:
(i) a natural person resident in the United States (which term includes the
United States of America, its territories and possessions, any State of the
United States, and the District of Columbia); (ii) a partnership or corporation
organized or incorporated under the laws of the United States; (iii) the estate
of which any executor or administrator is a U.S. Person; or (iv) any trust of
which any trustee is a U.S. Person.
3. Purchaser understands that the Stock is being offered in a transaction
not involving any public offering within the United States of America within the
meaning of the Securities Act and the Stock has not been registered under the
Securities Act in reliance upon a safe harbor from the registration and
prospectus delivery requirements of the Securities Act pursuant to Reg. S, that
Storm has no present intention of registering the Stock, and that the Purchaser
must therefore bear the economic risk of such investment indefinitely, unless a
subsequent disposition thereof is registered under the Securities Act or is
exempt from registration.
4. Purchaser has satisfied itself as to the full observance of the laws
of its jurisdiction in connection with any invitation to subscribe for the Stock
or any use of this Agreement, including (i) the legal requirements within its
jurisdiction for the purchase of the Stock; (ii) any foreign exchange
restrictions applicable to such purchase; (iii) any governmental or other
consents that may need to be obtained and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption,
sale, or transfer of the Stock. Such Purchaser's subscription and payment for,
and its continued beneficial ownership of the Stock, will not violate any
applicable securities or other laws of its jurisdiction.
5. Purchaser was outside of the United States of America at the time the
buy order for the Stock was originated and no offer to purchase the Stock was
made in the United States of America.
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6. All subsequent offers and sales of the Stock will be made outside
of the United States of America in compliance with Reg. S, pursuant to
registration of the Stock under the Securities Act or pursuant to an exemption
from such registration. In any event, the Purchaser will not resell the Stock to
U.S. Persons or within the United States of America until after one (1) year
from the Closing Date.
7. Purchaser and its representatives have been solely responsible for
the Purchaser's own "due diligence" investigation of Storm and its management
and business, for its own analysis of the merits and risks of this investment,
and for its own analysis of the fairness and desirability of the terms of the
investment. In taking any action or performing any role relative to the
arranging of the proposed investment, Purchaser has acted solely in its own
interest. Purchaser has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the purchase of
the Stock pursuant to the terms of this Agreement and of protecting its
interests in connection therewith.
8. Purchaser has such knowledge and experience in financial and
business matters so that it is capable of evaluating the risks and merits of
purchasing the Securities and is able to bear the economic risk of the purchase
of the Stock pursuant to the terms of this Agreement, including a complete loss
of the Purchaser's investment in the Stock.
9. Purchaser has the full right, power and authority to enter into and
perform the Purchaser's obligations under this Agreement, and this Agreement
constitutes a valid and binding obligation of such Purchaser enforceable in
accordance with its terms except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
relating to or affecting enforcement of creditors rights and rules or laws
concerning equitable remedies.
10. No consent, approval or authorization of or designation,
declaration or filing with any governmental authority on the part of either
Purchaser is required in connection with the valid execution and delivery of
this Agreement.
11. Purchaser agrees to be bound by all terms of the Company's Fifth
Amended and Restated Rights Agreements, as amended to date (the "Right
Agreement").
G. Legends. Each certificate or instrument representing the Stock may be
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endorsed with legends in substantially the following forms:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE "ACT"), AND MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISTRIBUTED DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS SUBJECT TO ITS
JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A "U.S. PERSON" AS
THAT TERM IS DEFINED IN RULE 901 OF REGULATION S OF THE ACT. AT ANY TIME
PRIOR TO ONE (1) YEAR AFTER THE ISSUANCE OF THIS CERTIFICATE, EXCEPT (I)
IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES
UNDER SUCH ACT, OR (II) IN COMPLIANCE WITH RULE 144 OR (III) PURSUANT TO
AN OPINION OF COUNSEL TO THE CORPORATION THAT SUCH REGISTRATION OR
COMPLIANCE IS NOT REQUIRED AS TO SUCH SALE, OFFER OR DISTRIBUTION. ANY
SALES, TRANSFERS OR DISTRIBUTIONS OF THE SECURITIES MUST BE MADE IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT."
Any other legends required by applicable state securities laws or applicable
laws of any foreign jurisdiction having jurisdiction over the ownership of the
Stock by the Purchaser.
Storm need not register a transfer of any shares of the Stock, and also may
instruct its transfer agent not to register the transfer of the Stock, unless
the conditions specified in the foregoing legends and under Reg S are satisfied
to the extent applicable.
H. Purchaser's Reg. S. Covenants. Purchaser will not sell, transfer or
-----------------------------
otherwise dispose of the Stock to a U.S. Person for a period of one (1) year
after the Closing Date and will not thereafter sell, transfer or otherwise
dispose of such shares to a U.S. Person unless it has complied with one of the
following conditions: (i) there is in effect a registration statement under the
Securities Act covering the proposed transfer; or (ii) such proposed transfer is
within the limitations of and in compliance with the terms and provisions of
Rule 144 under the Securities Act. In each case, any transfer will be in
accordance with any applicable securities laws of any State of the United States
or any other applicable jurisdiction, including the provisions of Reg. S., and
in accordance with the legends set forth on the Stock. Each Purchaser further
agrees to provide any person purchasing any Stock from such Purchaser a notice
advising such purchaser that reseals of such securities are restricted as stated
herein. Purchaser understands that the registrar and transfer agent for the
Stock will not be required to accept for registration or transfer any shares of
Stock, except upon presentation of evidence satisfactory to Storm that the
foregoing restrictions on transfer have been complied with
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I. Miscellaneous.
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1. Successors and Assigns. The terms and conditions of this Agreement
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shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties.
2. Governing Law. This Agreement shall be governed by and construed
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under the internal laws of the State of California as applied to agreements
among California residents entered into and to be performed entirely within
California, without reference to principles of conflict of laws or choice of
laws.
3. Severability. If one or more provisions of this Agreement are held
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to be unlawful or unenforceable under applicable law, such provision(s) shall
be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms to the maximum extent possible.
4. Counterparts and Facsimile Copies. This Agreement may be executed
---------------------------------
in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Any facsimile copy or
counterpart of this Agreement showing a signature of either of the parties shall
have the same force and effect as a copy or counterpart bearing an original
signature.
5. Headings. The headings and captions used in this Agreement are used
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for convenience only and are not to be considered in construing or interpreting
this Agreement. All references in this Agreement to sections, paragraphs,
exhibits and schedules shall, unless otherwise provided, refer to sections and
paragraphs hereof and exhibits and schedules attached hereto, all of which are
incorporated herein by this reference.
6. Cost, Expenses and Taxes. Purchaser and Seller each shall pay its
------------------------
own fees and expenses incurred in connection with the transactions contemplated
hereby. In the event that the Closing shall not occur, each of the parties
hereto shall bear its own cost and expenses in this transaction.
7. Amendments and Waivers. Any term of this Agreement may be amended
----------------------
only with the consent of all parties and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument signed by the party
against whom enforcement of any such amendment or waiver is sought.
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supersedes any and all prior negotiations, correspondence, agreement,
understandings, duties or obligations with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
"SELLER"
PRIMAX ELECTRONICS, LTD.
By: Ramon Liang
-----------------------------------
Signature: /s/ Ramon Liang
----------------------------
Title: President, CEO
-------------------------------
"PURCHASER"
By: /s/ Hsu Jau Nan
-----------------------------------
Seamax Engineering Pte Ltd.
Signature: /s/ John Hsu
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Title: Managing Director
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EXHIBIT 2
Amendment #1 to
STOCK PURCHASE AGREEMENT
This Amendment #1 is made this 30th day of April, 1997 ("Effective Date")
between Primax Electronics Ltd., a corporation of the Republic of China (the
"Seller"), and SeaMax Engineering Pte Ltd., a corporation of Singapore (the
"Purchaser"), and is added to and legally bound with the Stock Purchase
Agreement (the "Agreement") signed on 1st day of April, 1997 between Seller and
Purchaser.
The conditions and terms set forth hereunder are mutually agreed upon by both
parties:
1. The Closing Date, same as the Purchase Date, of the Agreement is amended
from April 1, 1997 to April 30, 1997.
2. The Price per Share is substituted by the closed price US$1.75 on April 30,
1997 which aggregates to a total price of US$1,925,000 to consummate the
Stock Purchase Price.
"SELLER" "PURCHASER"
By: Ramon Liang By: /s/ Hsu Jau Nan
---------------------------- ----------------------------
Primax Electronics Ltd. Seamax Engineering Pte Ltd.
Signature: /s/ Ramon Liang Signature: /s/ John Hsu
--------------------- ---------------------
Title: President, CEO Title: Managing Director
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