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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.1 )*
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OraLabs Holding Corp., successor to SSI Capital Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
684 029 101
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(CUSIP Number)
Douglas B. Koff, Esq., Waldbaum, Corn, Koff, Berger & Cohen, P.C.
303 E. 17th Avenue, Suite 940, Denver, Colorado 80203 (303) 861-1166
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 1998
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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-l(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 13a-l(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>
SCHEDULE 13D
CUSIP No. 684 029 101
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GARY H. SCHLATTER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX 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
USA
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 7,259,700
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 0
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 7,259,700
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,259,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 80%
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14 TYPE OF REPORTING PERSON*
IN
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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>
CUSIP NO. 684 029 101
INFORMATION SHEET FOR SCHEDULE 13D/A
ITEM NO. 1 Security and Issuer. The class of equity securities to which this
statement relates is common stock of OraLabs Holding Corp.,
successor to SSI Capital Corp. (the "Company"). The principal
executive offices of the Company are located at 2901 South Tejon
Street, Englewood, Colorado 80110.
ITEM NO. 2 Identity and Background. (a) Gary H. Schlatter; (b) 2901 South
Tejon Street, Englewood, Colorado 80110; (c) Mr. Schlatter's
present principal occupation is the chief executive officer of
the Company, whose principal business is the manufacture and sale
of breath products and lip balm products.
ITEM NO. 3 Source and Amount of Funds or Other Consideration. The securities
were acquired in connection with the closing of a Merger
Agreement and Plan of Reorganization, pursuant to which Mr.
Schlatter exchanged all of his shares in OraLabs, Inc. for the
securities of the class described in this Schedule. The number of
securities owned by Mr. Schlatter were reduced on a two for one
basis in the transaction by which the Company's predecessor
merged into the Company.
ITEM NO. 5 Interest in Securities of the Issuer. (a) The aggregate number of
securities owned by Mr. Schlatter is 7,259,700, which comprises
approximately 80% of the common stock of the Company; (b) Mr.
Schlatter has the sole power to vote and to direct the vote of
all of the securities being reported upon. Mr. Schlatter
disclaims any beneficial interest in securities of the Company
titled in his spouse's name and in her capacity as trustee of a
trust for the benefit of their children, and the filing of this
Schedule shall not be construed as an admission that he is, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, as amended, or otherwise, the beneficial owner of
such securities; (c) Mr. Schlatter did not engage in any other
transactions in the class of securities reported on during the
past 60 days; (d) none; (e) not applicable.
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.
February 16, 1998
By: /s/ Gary H. Schlatter
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Gary H. Schlatter
