SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. )*
American Access Technologies Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
02368F108
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(CUSIP Number)
May 2, 2000
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(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)
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* 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 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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CUSIP No. 02368F108 13G Page 2 of 10 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crescent International Limited
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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5. SOLE VOTING POWER
NUMBER OF 457,056
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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6. SHARED VOTING POWER
None
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7. SOLE DISPOSITIVE POWER
457,056
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8. SHARED DISPOSITIVE POWER
None
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,056
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
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12. TYPE OF REPORTING PERSON*
OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 02368F108 13G Page 3 of 10 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DMI Trust
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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5. SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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6. SHARED VOTING POWER
457,056
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7. SOLE DISPOSITIVE POWER
None
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8. SHARED DISPOSITIVE POWER
457,056
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,056
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
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12. TYPE OF REPORTING PERSON*
OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 02368F108 13G Page 4 of 10 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GreenLight (Switzerland) SA
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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5. SOLE VOTING POWER
NUMBER OF 457,056
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-----------------------------------------------------
6. SHARED VOTING POWER
None
-----------------------------------------------------
7. SOLE DISPOSITIVE POWER
457,056
-----------------------------------------------------
8. SHARED DISPOSITIVE POWER
None
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,056
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
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12. TYPE OF REPORTING PERSON*
OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 5 of 10 Pages
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Item 1(a). Name of Issuer:
American Access Technologies Inc. ("AATK")
Item 1(b). Address of Issuer's Principal Executive Offices:
37 Skyline Drive, Suite 1101
Lake Mary, FL 32746
Item 2(a). Name of Person Filing:
(i) Crescent International Limited ("Crescent")
(ii) DMI Trust ("DMI")
(iii) GreenLight (Switzerland) SA ("GreenLight")
Item 2(b). Address of Principal Business Office or, if None, Residence:
As to Crescent:
Clarendon House
2 Church Street
Hamilton H 11
Bermuda
As to DMI:
Norfolk House
P.O. Box N-7130
Bahamas
As to GreenLight:
84, av. Louis Casai
CH-1216 Geneva
Switzerland
Item 2(c). Citizenship:
As to Crescent: Bermuda
As to DMI: Bahamas
As to GreenLight: Switzerland
Item 2(d). Title of Class of Securities:
Common Stock, no par value
Item 2(e). CUSIP Number:
02368F108
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Exchange Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) |_| Investment company registered under Section 8 of the Investment
Company Act.
(e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) |_| Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c), check this box. |X|
Item 4. Ownership.
The information contained in Items 5 through 11 on the cover pages hereto
(pages 2 through 4 hereof) is incorporated herein by reference. The
457,056 shares of Common Stock beneficially owned by Crescent include
43,278 shares of Common Stock which Crescent has the current right to
purchase pursuant to a warrant held by Crescent (the "Warrant"). Pursuant
to the terms of the Warrant, the aggregate number of shares of Common
Stock into which the Warrant is currently exercisable, and which Crescent
has the right to acquire beneficial ownership of within 60 days, is
limited to the number of shares of Common Stock which, together with all
other shares of Common Stock beneficially owned by Crescent, does not
exceed 9.9% of the total outstanding shares of Common Stock of AATK.
DMI may be deemed to be a beneficial owner of the shares of Common Stock
of AATK beneficially owned by Crescent by reason of the ownership by DMI
of 100 percent of the capital stock of Crescent.
GreenLight serves as principal investment manager to Crescent, and as such
has been granted investment discretion over investments including the AATK
Common Stock. As a result of its role as investment manager to Crescent,
GreenLight may be deemed to be the beneficial owner, as defined in Rule
13d-3 under the Exchange Act, of AATK Common Stock held by Crescent.
However, GreenLight does not have the right to receive any dividends from,
or the proceeds from the sale of, the AATK Common Stock held by Crescent
and disclaims any ownership associated with such rights.
Accordingly, for the purposes of this Statement: (i) Crescent is reporting
that it has the power solely to vote or direct the vote and the power to
dispose or direct the disposition of, the total of 457,056 shares of
Common Stock beneficially owned by it; (ii) DMI is reporting that it
shares
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Page 7 of 10 Pages
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the power to vote or direct the vote and the power to dispose or direct
the disposition of the total of 457,056 shares of Common Stock
beneficially owned by it; and (iii) GreenLight is reporting that it has
the power solely to vote or direct the vote and the power to dispose or
direct the disposition of the total of 457,056 shares of Common Stock
beneficially owned by it.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following |_|.
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.
Item 10. Certifications.
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.
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Page 8 of 10 Pages
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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.
Date: May 11, 2000
CRESCENT INTERNATIONAL LIMITED
By: GreenLight (Switzerland) SA, as Attorney-in-Fact
By: /s/ Melvyn Craw
Name: Melvyn Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi
Name: Maxi Brezzi
Title: Authorized Signatory
DMI TRUST
By: GreenLight (Switzerland) SA, as Attorney-in-Fact
By: /s/ Melvyn Craw
Name: Melvyn Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi
Name: Maxi Brezzi
Title: Authorized Signatory
GREENLIGHT (SWITZERLAND) SA
By: /s/ Melvyn Craw
Name: Melvyn Craw
Title: Managing Director
By: /s/ Maxi Brezzi
Name: Maxi Brezzi
Title: Director
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Page 9 of 10 Pages
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Exhibit Index
99.1 Agreement of Joint Filing - Filed herewith
99.2 Power of Attorney - Incorporated by reference to the Schedule 13G relating
to Franklin Telecommunications Corp. filed electronically with the Securities
and Exchange Commission by Crescent International Limited on January 25, 2000
(Accession Number 0000897204-00-000016).
99.3 Power of Attorney - Incorporated by reference to the Schedule 13G relating
to Franklin Telecommunications Corp. filed electronically with the Securities
and Exchange Commission by DMI Trust on January 25, 2000 (Accession Number
0000897204-00-000016).
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Page 10 of 10 Page
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EXHIBIT 99.1
AGREEMENT OF JOINT FILING
Crescent International Limited, DMI Trust and GreenLight (Switzerland) SA agree
that the Statement on 13G to which this Agreement is attached, and all future
amendments to this Statement, shall be filed on behalf of each of them. This
Agreement is intended to satisfy the requirements of Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
Dated: May 11, 2000
CRESCENT INTERNATIONAL LIMITED
By: GreenLight (Switzerland) SA, as Attorney-in-Fact
By: /s/ Melvyn Craw
Name: Melvyn Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi
Name: Maxi Brezzi
Title: Authorized Signatory
DMI TRUST
By: GreenLight (Switzerland) SA, as Attorney-in-Fact
By: /s/ Melvyn Craw
Name: Melvyn Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi
Name: Maxi Brezzi
Title: Authorized Signatory
GREENLIGHT (SWITZERLAND) SA
By: /s/ Melvyn Craw
Name: Melvyn Craw
Title: Managing Director
By: /s/ Maxi Brezzi
Name: Maxi Brezzi
Title: Director
