Page 1 of 10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
STYLING TECHNOLOGY CORPORATION
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0001 par value per share
- -----------------------------------------------------------------------------
(Title of Class of Securities)
863905 10 5
--------------------
(CUSIP Number)
November 22, 1999
- -----------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13G
CUSIP No. 863905 10 5 Page 2 of 10
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Mission Partners, L.P. (EIN# 33-0569956)
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 63,500
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 63,500
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,500
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% (based on 4,067,503 shares outstanding at August 12, 1999)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON (See Instructions)
PN
_____________________________________________________________________________
SCHEDULE 13G
CUSIP No. 863905 10 5 Page 3 of 10
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Liberty Nominees Limited (EIN# N/A)
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New Zealand
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 23,050
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 23,050
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,050
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% (based on 4,067,503 shares outstanding at August 12, 1999)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON (See Instructions)
CO
_____________________________________________________________________________
SCHEDULE 13G
CUSIP No. 863905 10 5 Page 4 of 10
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Horizon Offshore, Ltd. (EIN# N/A)
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 15,700
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 15,700
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,700
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% (based on 4,067,503 shares outstanding at August 12, 1999)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON (Se Instructions)
CO
_____________________________________________________________________________
SCHEDULE 13G
CUSIP No. 863905 10 5 Page 5 of 10
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Mayfair Capital Fund, L.P. (EIN# 13-4024777)
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 100,750
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 100,750
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,750
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% (based on 4,067,503 shares outstanding at August 12, 1999)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON (See Instructions)
PN
_____________________________________________________________________________
SCHEDULE 13G
CUSIP No. 863905 10 5 Page 6 of 10
Item 1. Name of Issuer and Address
(a) The name of the issuer is Styling Technologies Corporation, a
Delaware corporation ("Issuer").
(b) The principal executive offices of Issuer are located at 7400
East Tierra Buena, Scottsdale, Arizona 85260.
Item 2. Identity, Address, Citizenship, Title of Class of Securities and
CUSIP Number
Items 2(a), (b), (c)
This statement on Schedule 13G ("Statement") is filed by Mission
Partners, L.P. ("Mission"), Liberty Nominees Limited ("Liberty"), Horizon
Offshore, Ltd. ("Horizon") and Mayfair Capital Fund, L.P. ("Mayfair")
(collectively the "Group"; each member of the Group being hereinafter
referred to individually as a "Member" and collectively as "Members").
Mission's principal business address is 11 West 42nd Street, 19th Floor, New
York, NY 10036. Mission is a Delaware limited partnership. MCM Associates,
Ltd., a Delaware corporation ("MCM"), is the sole general partner of Mission
and, as such, MCM has full voting and dispositive power with respect to all
of the securities owned by Mission. Geoffrey Nixon ("Nixon") is the sole
officer, director and shareholder of MCM. Liberty's principal business
address is at P.O. Box 10-246, Wellington, New Zealand. Liberty is a private
New Zealand company. Liberty has established an account over which MCM has
sole investment discretion. It is the account over which MCM has sole
investment discretion that has purchased the shares of Issuer Common Stock
(as defined below). Horizon's principal business address is at c/o
International Management Services, Limited, Harbour Centre, North Church
Street, P.O. Box 616, George Town, Grand Cayman, Cayman Islands, B.W.I.
Horizon is a private Cayman Islands investment corporation. MCM is the sole
investment manager of Horizon and MCM has full voting and dispositive power
with respect to all of the securities owned by Horizon. Mayfair's principal
business address is 11 West 42nd Street, 19th Floor, New York, NY 10036.
Mayfair is a Delaware limited partnership. MCM Capital Management, LLC, a
Delaware limited liability company (the "LLC"), is the sole general partner
of Mayfair and, as such, LLC has full voting and dispositive power with
respect to all of the securities owned by Mayfair. Nixon is the sole manager
and principal member of LLC. The other member of the LLC is Nixon's wife.
Item 2(d), (e)
This Statement relates to the Common Stock, $.0001 per value per share (the
"Issuer Common Stock") of Issuer. The CUSIP number for the Issuer Common
Stock is 863905 10 5.
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a :
Not Applicable
Item 4 Ownership
Item 4(a), (b)
SCHEDULE 13G
CUSIP No. 863905 10 5 Page 7 of 10
Mission owns 63,500 shares of Issuer Common Stock, representing
1.56% of Issuer's issued and outstanding shares (based on 4,067,503 shares
outstanding at August 12, 1999). Liberty owns 23,050 shares of Issuer
Commons Stock, representing 0.56% of Issuer's issued and outstanding shares
(based on 4,067,503 shares outstanding at August 12, 1999). Horizon owns
15,700 shares of Issuer Common Stock, representing 0.39% of Issuer's issued
and outstanding shares (based on 4,067,503 shares outstanding at August 12,
1999). Mayfair owns 100,750 shares of Issuer Common Stock representing 2.48%
of Issuer's issued and outstanding shares (based on 4,067,503 shares
outstanding at August 12, 1999). The Group, in the aggregate, owns 203,000
shares of Issuer Common Stock, representing 4.991% of Issuer's issued and
outstanding shares based on 4,067,503 shares outstanding at August 12, 1999).
Item 4(c)
Each Member is the sole beneficial owner of the securities
identified in subsection (a) above. MCM, as the sole general partner of
Mission, has sole voting and dispositive power over the Issuer Common Stock
owned by Mission. MCM, as the sole investment manager of an account
established by Liberty, has sole voting and dispositive power over the shares
of Issuer Common Stock owned by Liberty. MCM, as the sole investment manager
of Horizion, has sole voting and dispositive power over the shares of Issuer
Common Stock owned by Horizon. LLC, as the sole general partner of Mayfair,
has sole voting and dispositive power over the Issuer Common Stock owned by
Mayfair.
Item 5. Ownership of Five Percent or Less of a Class
As of November 23, 1999, the Group owned less than 5% of the Issuer
Common Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
SCHEDULE 13G
CUSIP No. 863905 10 5 Page 8 of 10
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
SCHEDULE 13G
CUSIP No. 863905 10 5 Page 9 of 10
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.
Dated: January 14, 2000
MISSION PARTNERS, L.P.
By: MCM Associates, Ltd., General Partner
By: /s/ Geoffrey Nixon
-----------------------------------------
Geoffrey Nixon, President
LIBERTY NOMINEES LIMITED
By: MCM Associates, Ltd., Investment
Manager
By: /s/ Geoffrey Nixon
-----------------------------------------
Geoffrey Nixon, President
HORIZON OFFSHORE, LTD.
By: /s/ Geoffrey Nixon
-----------------------------------------
Geoffrey Nixon, Director
MAYFAIR CAPITAL FUND, L.P.
By: MCM Capital Management, LLC,
General Partner
By: /s/ Geoffrey Nixon
-----------------------------------------
Geoffrey Nixon, Manager
SCHEDULE 13G
CUSIP No. 863905 10 5 Page 10 of 10
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT made as of this 14th day of January, 2000, by and
among MISSION PARTNERS, L.P., LIBERTY NOMINEES LIMITED, HORIZON OFFSHORE,
LTD. and MAYFAIR CAPITAL FUND, L.P.
W I T N E S S E T H :
WHEREAS, MISSION PARTNERS, L.P., LIBERTY NOMINEES LIMITED, HORIZON
OFFSHORE, LTD., and MAYFAIR CAPITAL FUND, L.P. collectively currently
beneficially own less than five (5%) percent of the issued and outstanding
common stock, $.0001 par value, of Styling Technology Corporation ("Issuer
Common Stock"), a Delaware corporation; and
WHEREAS, the parties desire to jointly file a Schedule 13G with the SEC,
NOW, THEREFORE, the parties agree as follows:
1. MISSION PARTNERS, L.P., LIBERTY NOMINEES LIMITED, HORIZON OFFSHORE,
LTD. and MAYFAIR CAPITAL FUND, L.P. hereby agree to jointly file a Schedule
13G with the SEC regarding the beneficial ownership of Issuer Common Stock
and to file any and all amendments and supplements thereto.
2. This Agreement contains the entire agreement among the parties
concerning the subject matter hereof and may not be amended, modified or
changed except pursuant to a written instrument signed by all parties.
IN WITNESS WHEREOF, the parties have signed this Agreement the day and
year first above written.
HORIZON OFFSHORE, LTD. MISSION PARTNERS, L.P.
/s/ Geoffrey Nixon By: MCM Associates, Ltd. General
------------------ Partner
Geoffrey Nixon, Director
By: /s/ Geoffrey Nixon
-------------------------
Geoffrey Nixon, Director
LIBERTY NOMINEES LIMITED MAYFAIR CAPITAL FUND, L.P.
By: MCM Associates, Ltd., Investment Manager By: MCM Capital Management, LLC,
General Partner
By: /s/ Geoffrey Nixon By: /s/ Geoffrey Nixon
------------------ ------------------------
Geoffrey Nixon, President Geoffrey Nixon, Manager
