SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
OFFICIAL PAYMENTS CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
676235 10 4
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(CUSIP Number)
DENNIS J. BLOCK, ESQ.
CADWALADER, WICKERSHAM & TAFT
100 MAIDEN LANE
NEW YORK, NEW YORK 10038
(212) 504-5555
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 22, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(d)(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-7(b) 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>
SCHEDULE 13D
CUSIP No. 00755C1100 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IMPERIAL BANK
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a)|_| (b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
CALIFORNIA
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7 SOLE VOTING POWER
12,000,000
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 12,000,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.5%
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14 TYPE OF REPORTING PERSON (See Instructions)
BK
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, par value $.01 per share
(the "Common Stock"), of Official Payments Corporation, a Delaware corporation
(the "Corporation"). The Corporation's principal executive office is located at
2333 San Ramon Valley Boulevard, Suite 450, San Ramon, California 94583.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The person filing this statement is Imperial Bank, a California banking
corporation (the "Reporting Person").
(b) The address of the Reporting Person's principal business and principal
office is Imperial Bank Building, 9920 South La Cienega Boulevard, Inglewood,
California 90301.
(c) The principal business of the Reporting Person is that of a bank.
(d) During the last five years, the Reporting Person has not been convicted
in a criminal proceeding.
(e) During the last five years, the Reporting Person has not been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person originally received limited liability company interests
in U.S. Audiotex, LLC, a California limited liability company ("Audiotex"), the
predecessor to the Corporation, from Imperial Ventures Inc. ("Imperial
Ventures"), a wholly-owned subsidiary of the Reporting Person. Imperial Ventures
initially contributed $500,000 in 1996 to purchase a 20% ownership in Audiotex
and contributed another $500,000 in 1997 to maintain its 20% ownership interest.
In January 1998, the limited liability company interests were dividended to the
Reporting Person, and the Reporting Person raised its ownership interest in
Audiotex to 80% by contributing $472,914.16 as a capital contribution and an
additional $3,423,840.25 as goodwill. The limited liability interests were
converted into 12,000,000 shares of the Corporation as described below in Item
5(c). The source of the funds used by the Reporting Person to purchase its
ownership interests in Audiotex was its working capital. No funds were borrowed
by the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person has acquired its beneficial ownership in the shares of
Common Stock for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Corporation's Registration Statement on Form S-1, as
amended, (File No. 333-87325), as of November 29, 1999, the Corporation has
20,512,280 shares of Common Stock outstanding. The Reporting Person is the
beneficial owner of 12,000,000 shares of Common Stock, or 58.5% of the
outstanding Common Stock.
(b) The Reporting Person has the sole power to vote, or to direct the vote
of, 12,000,000 shares of Common Stock and the sole power to dispose of, or to
direct the disposition of, 12,000,000 shares of Common Stock.
Page 3 of 5 Pages
<PAGE>
(c) The Reporting Person was formerly an owner of limited liability company
interests in Audiotex, as described in Item 3 above. On September 30, 1999,
Audiotex was merged into the Corporation, and the Reporting Person's limited
liability company interests were converted into shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person and the Corporation entered into a Registration Rights
Agreement which gives the Reporting Person the right to demand, on four
occasions, that the Corporation register any shares of Common Stock that the
Reporting Person owns. In addition, under the agreement, if the Corporation
proposes to register any of its securities, the Reporting Person is entitled to
include its shares in the registration.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 4 of 5 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December __, 1999
IMPERIAL BANK
By:
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Name:
Title:
Page 5 of 5 Pages
