SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 1 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
International CompuTex, Inc.
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
4 59337 10 1
(CUSIP Number)
Thybo New Ventures Limited With a copy to
Par La Ville Place Robert Rosenman
14 Par La Ville Road Cravath, Swaine & Moore
Hamilton HM JK Bermuda 825 Eighth Avenue
New York, New York 10019
(212) 474-1300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 9, 1998
(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.
* 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).
Continued on following pages
Page 1 of 3 pages
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Page 2 of 3 Pages
This Amendment No. 1 amends and supplements the Statement on
Schedule 13D (the "Original Statement") filed by Thybo New Ventures Limited
("Thybo") and Thyssen-Bornemisza Continuity Trust (the "Trust") with the
United States Securities and Exchange Commission on February 6 1998, with
respect to the Common Stock, $.001 par value (the "Common Stock"), of
International CompuTex, Inc., a Georgia corporation (the "Issuer"). Except
as set forth below, there are no changes to the information set forth in
the Original Statement. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Original Statement.
Item 4 is hereby amended to read as follows:
Item 4. Purpose of Transaction.
Thybo acquired the Common Stock pursuant to a Common Stock
Purchase Agreement dated January 29, 1998 between Thybo and the Issuer (the
"Purchase Agreement"). Pursuant to the Purchase Agreement, Thybo appointed
Haim E. Dahan, the Chief Executive Officer of the Issuer ("Dahan"), as its
proxy and attorney-in-fact to vote or otherwise act with respect to the
Common Stock on behalf of Thybo in all respects in connection with any
matter on which shareholders are entitled to vote or consent. Dahan's
voting rights under the Purchase Agreement expire on the earlier of (i)
February 2, 2000, (ii) the date on which Thybo and its "Affiliates", as
such term is defined in the Securities Act, on a collective basis
beneficially own less than 150,000 shares of the Common Stock or (iii) the
death or incapacity of Dahan. Dahan can exercise such voting rights in his
exclusive discretion.
The Purchase Agreement is filed as Exhibit 1 hereto and is
incorporated by reference herein.
Thybo and the Trust are considering various alternatives that
might result in the acquisition by an affiliate of the Trust of additional
shares of the Issuer or a transaction in which the Issuer would be combined
with an entity controlled by the Trust.
<PAGE>
Page 3 of 3 Pages
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: November 9, 1998
THYBO NEW VENTURES LIMITED,
By /s/ Johannes A.M. Vijverberg
-------------------------------
Name: Johannes A.M. Vijverberg
Title: President
THYBO TRUSTEES LIMITED (as
Trustee of the THYSSEN-
BORNEMISZA CONTINUITY TRUST),
By /s/ Frank Mutch
----------------------------
Name: Frank Mutch
Title: Director
