SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)
Spigadoro, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
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848506101
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(CUSIP Number)
with a copy to:
Robert B. Minion, Esq.
Carlo Petrini Steven M. Skolnick, Esq.
c/o Petrini S.p.A. Lowenstein Sandler PC
Via IV Novembre, 2/4 65 Livingston Avenue
06083 Bastia Umbra (Perugia) Roseland, New Jersey 07068
Italy (973) 597-2476
011-39-075-800-9338
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 29, 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 l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.ss.240.13d-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).
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________________________________________________________________________________
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Carlo Petrini
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
Not Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: Italy
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Number of 7) Sole Voting Power: 12,241,400*
Shares Beneficially -----------------------------------------
Owned by 8) Shared Voting Power: 0
Each Reporting -----------------------------------------
Person With: 9) Sole Dispositive Power: 12,241,400*
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10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 12,241,400*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
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13) Percent of Class Represented by Amount in Row (11): 20.1%
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14) Type of Reporting Person (See Instructions): IN
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* Excludes 6,120,700 shares which are beneficially owned by Gruppo Spigadoro and
have been placed in escrow to secure the repayment by the Company of promissory
notes held by Mr. Petrini.
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Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to the
shares of common stock, par value $.01 per share (the "Common Stock"), of
Spigadoro, Inc. f/k/a IAT Multimedia, Inc. (the "Company") whose principal
executive offices are located at 70 East 55th Street, 24th Floor, New York, New
York 10022.
Item 2. Identify and Background.
Carlo Petrini is the reporting person filing this Schedule 13D. Mr.
Petrini's business address is c/o Petrini S.p.A., Via IV Novembre, 2/4, 06083
Bastia Umbra (Perugia), Italy. Mr. Petrini is the Chairman of the Board and
President of Petrini S.p.A., a wholly owned subsidiary of the Company and an
entity that produces and sells animal feed and pasta and flour products. Mr.
Petrini also serves as a director of the Company. Mr. Petrini is a citizen of
Italy.
Mr. Petrini has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now 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.
On December 29, 1999, pursuant to the terms of a Stock Purchase
Agreement dated November 3, 1999 (the "Stock Purchase Agreement") between the
Company and Gruppo Spigadoro, N.V. ("Gruppo Spigadoro"), the Company issued
48,366,530 shares of Common Stock in exchange for all of the outstanding common
stock of Petrini, S.p.A., of which 12,241,400 shares of Common Stock were, at
Gruppo Spigadoro's request, issued to Mr. Petrini to satisfy a part of Gruppo
Spigadoro's obligations to Mr. Petrini incurred in August 1998 when Gruppo
Spigadoro purchased Mr. Petrini's interest in Petrini S.p.A.
Item 4. Purpose of Transaction.
The Common Stock was acquired by Mr. Petrini as an investment in the
ordinary course of business. Mr. Petrini intends to evaluate the performance of
the Common Stock from time to time and depending on such evaluations, Mr.
Petrini may acquire additional shares of Common Stock or may determine to sell
or otherwise dispose of all or some of the Common Stock. Whether Mr. Petrini
actually effects such sales will depend on his continuing evaluation of the
diversity of his investment portfolio, as well as the price level of the Common
Stock, available opportunities to dispose of the Common Stock, conditions in the
securities markets and general economic and industry conditions. These sales may
take place in the open market, through privately negotiated transactions with
third parties, or through any other manner permitted by applicable law.
Except as disclosed herein, Mr. Petrini does not have any current plans
or proposals with respect to any of the items described in (a) through (j) of
Item 4.
Item 5. Interest of Securities of the Issuer.
As of January 10, 2000, there were 60,892,099 shares of Common Stock
<PAGE>
issued and outstanding. As of January 10, 2000, for the purposes of Rule 13d-3,
Mr. Petrini beneficially owned an aggregate of 12,241,400 shares of Common
Stock, or approximately 20.1% of the issued and outstanding shares of Common
Stock. Mr. Petrini has sole power to vote or to direct the vote of and the sole
power to dispose or to direct the disposition of all of these shares of Common
Stock.
Excludes 6,120,700 shares of Common Stock which are beneficially owned
by Gruppo Spigadoro and have been placed in escrow to secure the repayment by
the Company of promissory notes held by Mr. Petrini.
During the past sixty days, there were no transactions in the shares of
Common Stock, or securities convertible into or exchangeable for shares of
Common Stock, by Mr. Petrini or any person or entity controlled by Mr. Petrini
or any person or entity for which Mr. Petrini possesses voting control over the
securities thereof, except as described in this Schedule 13D.
No other person is known by Mr. Petrini to have the right to receive or
power to direct dividends from, or proceeds from the sale of, shares of Common
Stock beneficially owned by Mr. Petrini.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as described below, no contracts, arrangements, understandings
or similar relationships exist with respect to the securities of the Company
between Mr. Petrini and any person or entity.
Gruppo Spigadoro and Mr. Petrini entered into an agreement dated
November 5, 1999 pursuant to which 6,120,700 shares of Common Stock which are
beneficially owned by Gruppo Spigadoro have been placed in escrow to secure the
repayment by the Company of promissory notes held by Mr. Petrini.
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Item 7: Materials to be Filed as Exhibits.
(1) Agreement dated November 5, 1999 among Mr. Carlo Petrini, Gruppo
Spigadoro, N.V. and Finnat Fiduciaria S.p.A.
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Signature
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Dated: January 5, 2000
/s/Carlo Petrini
_____________________
Carlo Petrini
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (See 18 U.S.C. 1001)
<PAGE>
EXHIBIT INDEX
Page No. In
Sequential
Numbering
Exhibit No. Exhibit Name System
(1) Agreement dated November 5, 1999 among
Mr. Carlo Petrini, Gruppo Spigadoro, N.V.
and Finnat Fiduciaria S.p.A.
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Exhibit 1
Finnat Fiduciaria S.p.A.
Palazzo Altieri
Piazza del Gesu, 49
Rome
Mr. Roberto Casasole
(Managing Director)
Dear Sirs,
1. Please find attached herewith (i) the share certificates no. 15, 16, 17,
19, 20 and 21 issued by Petrini S.p.A. (hereinafter, the "Certificates"), a
company with registered office in Bastia Umbra (Perugia), Via IV Novembre
no. 2/4 (hereinafter, "Petrini"), all indicating as last endorsee Gruppo
Spigadoro NV, a company incorporated under the laws of the Netherlands, and
subsequently all endorsed in pledge by the latter in favor of Mr. Carlo
Petrini (which for the certificates no. 19, 20 and 21 acts as special
attorney of Giorgio Petrini by virtue of a general power of attorney
delivered on June 16, 1998) all of which represent no. 22,901,802 shares
and (ii) the original of (a) New First Promissory Note issued on November
5, 1999 by Gruppo Spigadoro NV in favor of Mr. Carlo Petrini as
acknowledgment of the debt of USD 1 million concerning the payment, to be
made within March 31, 2000, of the second installment of the consideration
due for the purchase of shares corresponding to 11% of the share capital of
Petrini, (b) New Second Promissory Note issued on November 5, 1999 by
Gruppo Spigadoro NV in favor of Mr. Carlo Petrini as acknowledgment of the
debt for further USD 6.150 million relating to the payment, to be made
within December 31, 2000, of the third installment of the consideration due
the purchase of shares corresponding to a further 12% of the share capital
of Petrini and (c) New Third Promissory Note issued on November 5, 1999 by
Gruppo Spigadoro NV in favor of Mr. Carlo Petrini as acknowledgment of debt
for USD 15 million relating to the payment of the fourth installment of
payment, to be made within 36 months starting from August 11, 1998, of the
consideration due for the purchase of shares corresponding to 33% of share
capital of Petrini (hereinafter, the New First Promissory Note, the New
Second Promissory Note, the New Third Promissory Note are collectively
referred to as the "New Promissory Notes").
2. The aforementioned Certificates shall be delivered to you for escrow and
custody pursuant to art. 2786 c.c., second paragraph, by the undersigned
Mr. Carlo Petrini (also in the name and on behalf of Mr. Giorgio Petrini)
and by the undersigned Mr. Mario Amoroso (acting as legal representative of
Gruppo Spigadoro NV by virtue of a special power of attorney issued on
November 3, 1999) and the abovementioned New Promissory Notes, which are
delivered to you for escrow and custody by Mr. Carlo Petrini (also in the
name and on behalf of Mr. Giorgio Petrini), shall be released individually
or collectively to the persons indicated hereinbelow in accordance with the
following instructions.
3. With respect to the Certificates and the New Promissory Notes, to the
persons, both individually and collectively, which were jointly indicated
in writing by Mr. Carlo Petrini and Gruppo Spigadoro NV. In such a case the
delivery of securities shall occur within 48 hours from such joint request
and in accordance with the terms provided for by such request.
4. With respect to the Certificates, to Gruppo Spigadoro NV or to its
representative upon request of Gruppo Spigadoro NV and following the
confirmation by Banca Finnat Euramerica (by means of notice in the form of
Enclosure 1) of the received payment, within and not later than 24:00 h. of
the last maturity date listed hereinbelow, in favor of Mr. Carlo Petrini of
all the sums indicated in the following schedule. In addition, upon the
payment of each maturity date indicated hereinbelow, the relevant New
Promissory Note shall be delivered to Gruppo Spigadoro or its legal
representative.
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<TABLE>
<CAPTION>
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Payment Maturity Date Promissory Note
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<S> <C> <C>
USD 1 million March 31, 2000 New First Promissory Note
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USD 6,150 million December 31, 2000 New Second Promissory Note
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USD 15 million* August 12, 2001 New Third Promissory Note
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* Plus interest of 7% on annual basis and calculated starting from January 1, 2001
</TABLE>
5. In addition, it is understood that the Certificates and the New Promissory
Notes shall be delivered by you to Gruppo Spigadoro NV upon request of same
also in case that, alternatively to the abovementioned payment in cash, you
will receive within February 29, 2000:
o notice (in the form of Enclosure 2) by the legal representative of the
company IAT Multimedia, Inc. that the transaction concerning the
acquisition of 100% of the share capital of Petrini by IAT Multimedia,
Inc. is closed;
o the document of original credit issued by IAT Multimedia, Inc. in the
form of Enclosure 3). You shall promptly deliver such document to Mr.
Carlo Petrini;
o the document of original credit issued by IAT Multimedia, Inc. in the
form of Enclosure 4). You shall promptly deliver such document to Mr.
Carlo Petrini;
o the document of original credit issued by IAT Multimedia, Inc. in the
form of Enclosure 5). You shall promptly deliver such document to Mr.
Carlo Petrini;
o notice in the form of Enclosure 6), of the deposit on a securities
dossier (dossier titoli) opened in favor of Mr. Carlo Petrini for no.
12,241,400 common shares of IAT Multimedia, Inc.;
o notice in the form of Enclosure 7), of the deposit on a securities
dossier (dossier titoli) opened in favor of Finnat Fiduciaria S.p.A.
of no. 6,120,700 common shares of IAT Multimedia, Inc.. With respect
to such shares Gruppo Spigadoro NV hereby irrevocably instructs Finnat
Fiduciaria S.p.A. to transfer such shares to Carlo Petrini on July 3,
2000 in case that, within June 30, 2000, IAT Multimedia, Inc. has not
complied with its payment obligations to Carlo Petrini concerning the
documents of credits under enclosures 3) and 4).
6. With respect to the voting rights granted to the shares represented in the
abovementioned Certificates the undersigned have agreed that such rights
shall pertain to Gruppo Spigadoro NV departing from article 2352 I.C.C.
until a breach is made of any of the obligation of cash payment provided
for by article 4 of this letter and provided that such payment obligations
are still effective due to failure to fulfill the alternative obligations
provided for by subparagraph 5 above. At the occurrence of a breach of any
cash payment obligation, provided that such payment obligations are still
effective due to failure to fulfill the alternative obligations provided
for by subparagraph 5 above, all the voting rights granted to the
Certificates shall be exercised by Carlo Petrini. As a consequence you
shall perform, upon request of Gruppo Spigadoro NV or of Mr. Carlo Petrini,
as applicable, any necessary formalities in order to consent to the
exercise of such rights on basis of the agency (mandato di cassa) granted
to you by Petrini.
7. It is understood that Gruppo Spigadoro NV shall be entitled to pay in
advance the total amount due. In this case the provisions under 4 above
shall apply with respect to the date of advanced payment of the total
amount indicated under 4.
8. In case of legal action threatened or brought against the Fiduciaria
relating to the Certificates or New Promissory Notes Finnat Fiduciaria
S.p.A. (hereinafter, the "Fiduciaria") shall promptly inform Mr. Carlo
Petrini and Gruppo Spigadoro NV thereof giving any smaller detail of such
actions.
9. All notices addressed to Gruppo Spigadoro NV shall be sent to the attention
of Mr. Mario Amoroso and Mr. Fabio Labruna at the law firm Gianni Origoni &
Partners, Via Quattro Fontane, no. 20, I - 00184, Roma.
<PAGE>
10. This proxy is for a valuable consideration and the relevant commissions
shall be borne by Gruppo Spigadoro NV. By accepting the proxy the
Fiduciaria declares that the obligations undertaken are within its business
purposes.
11. Mr. Carlo Petrini and Gruppo Spigadoro NV declare to indemnify Fiduciaria
against any damage which may arise out of the performance of this proxy, it
being understood that such indemnification shall not apply in case of
wilfulness, guilt or breach of the Fiduciaria.
12. This collective proxy is revocable with respect to the deposit of
certificates pursuant to article 1726 I.C.C.. With respect to the deposit
of the New Promissory Notes the proxy is irrevocable and shall be deemed
granted by Mr. Carlo Petrini in the interest of Gruppo Spigadoro NV
pursuant to article 1723 I.C.C.. We would be very grateful if You could
execute a copy of this letter as receipt of Certificates, New Promissory
Notes and acceptance of instructions.
Rome, November 5, 1999.
/s/Carlo Petrini /s/Mario Amoroso
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Mr. Carlo Petrini Mr. Mario Amoroso
(for itself (acting as attorney of Gruppo
and acting as attorney of Mr. Giorgio Petrini) Spigadoro NV)
For acceptance:
/s/Roberto Casasole
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Mr. Roberto Casasole
Finnat Fiduciaria S.p.A.
