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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
SUZAN M. 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 | | 199,000
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 0
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 199,000
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,000
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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)
2%
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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) Suzan M. Schlatter; (b) 4835
South Gaylord Street, Englewood, Colorado 80110; (c)
Secretary 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 by gift from Ms. Schlatter's
spouse, whose securities were acquired in connection with
the closing of a Merger Agreement and Plan of
Reorganization, pursuant to which Ms. Schlatter's spouse,
Gary H. Schlatter, exchanged all of his shares in OraLabs,
Inc. for shares of the Company's predecessor. Ms. Schlatter
disclaims any beneficial interest in securities of the
Company titled in her spouse's name. One thousand (1,000) of
the shares reported in this Schedule are held in Ms.
Schlatter's capacity as general partner of a family limited
partnership and the balance (198,000) are held in Ms.
Schlatter's capacity as trustee for the benefit of her
children. Ms. Schlatter states that the filing of this
Schedule shall not be construed as an admission that she 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 any securities of the Company titled in
the name of her spouse.
ITEM NO. 4 Purpose of Transaction. The securities reported in this
schedule were acquired by gift for estate planning purposes.
ITEM NO. 5 Interest in Securities of the Issuer. (a) 199,000 shares of
common stock of the Company (approximately 2%) are held by
Ms. Schlatter in the manner described in Item 3 above, which
is incorporated herein by reference; (b) Ms. Schlatter has
sole power to vote or to direct the vote of all of the
shares being reported upon; (c) Ms. 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.
ITEM NO. 6 Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer. Ms. Schlatter owns
61,000 options to acquire shares of common stock of the
Company, which vest 20% per year commencing August 22, 1998.
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/ Suzan M. Schlatter
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Suzan M. Schlatter
