UNITED STATES OMB Approval
SECURITIES AND EXCHANGE COMMISSION OMB Number:
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
NPS INTERNATIONAL CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
6293671037
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(CUSIP Number)
Pitney, Hardin, Kipp & Szuch LLP
P.O. Box 1945
Morristown, NJ 07962-1945
Attention: Joseph Lunin, Esq.
(973) 966-8200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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October 17, 2000
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(Date of Event which Requires Filing of this Statement)
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 [ ].
Check the following box if a fee is being paid with the statement [ X ]. (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 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 629367103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MaxPlanet Corp. EIN 31-1478761
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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 SOURCE OF FUNDS*
OO
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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
Delaware
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NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 3,500,000
EACH ---------- ---------------------------------------------
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
3,500,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000
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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)
20.3%
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14 TYPE OF REPORTING PERSON*
CO
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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>
Item 1. Security and Issuer.
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This statement relates to the common stock, par value $0.0001 (the
"Common Stock") of NPS International Corporation, a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 4400 US
Highway 9, Freehold, New Jersey 07728.
Item 2. Identity and Background.
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Name of Person Filing: This statement on Form 13D is being filed on
behalf of MaxPlanet Corp., a Delaware corporation ("MaxPlanet"). The principal
business of MaxPlanet is to create and expand strategic alliances for a
comprehensive network of consumer and business oriented websites on MaxPlanet's
Internet websites. Through its majority owned subsidiary, Valentino Salotti,
MaxPlanet is a wholesaler and retailer of contemporary leather furniture and
utilizes the Internet to showcase its online furniture catalog. Trident Recovery
Systems, Inc., a wholly owned subsidiary, offers debt collection services. Maxim
Auction, Inc., a wholly owned subsidiary, plans to offer for sale new and excess
merchandise, closeout and refurbished products to Internet users. Mundo Maximo
Corp., a wholly owned subsidiary, was formed to create a Spanish-language
Internet portal to provide users with information and interactive content
centered on Hispanic events in the Spanish language.
The Chief Executive Officer and Chairman of the Board of MaxPlanet is
Henry Val. The President of MaxPlanet is Isaak Val, the father of Henry Val. The
Acting Chief Operating Officer and Secretary of MaxPlanet is Israel Goldreich.
The principal business address of MaxPlanet is 4400 US Highway Route 9 South,
Suite 2800, Freehold, New Jersey 07728.
Information regarding the executive officers, controlling persons and
directors of MaxPlanet is set forth on Schedule I annexed hereto. Each person
listed on Schedule I is a citizen of the United States, and each such person
disclaims beneficial ownership of the Common Stock that is beneficially owned by
MaxPlanet.
During the last five years, neither MaxPlanet nor any of the executive
officers, controlling persons or directors set forth on Schedule I have been
convicted in a criminal proceeding and, none was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding, was or is 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.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
There was no cash consideration involved in this acquisition. According
to the Asset Purchase Agreement, dated as of August, 2000, on October 17, 2000,
MaxPlanet acquired 3.5 million shares of the common stock of the Issuer,
representing 20.3% of the issued and outstanding shares of the common stock of
the Issuer, valued at $123,000, in exchange for certain assets of MaxPlanet,
including, without limitation, the rights to three domain names and related
business plans, Internet servers, and certain database and software developed by
MaxPlanet.
Item 4. Purpose of Transaction.
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The securities were acquired for investment. There are no present plans
or proposals by MaxPlanet which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of such securities of the Issuer, EXCEPT THAT in
connection with an agreement by and between MaxPlanet and the Issuer, dated
October 17, 2000, the Issuer has agreed to pay MaxPlanet a minimum quarterly fee
of 100,000 shares of Common Stock for supporting the Issuer's growth plan;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors and to fill any vacancies of the Board, EXCEPT THAT in connection with
the acquisition of the securities of the Issuer, Henry Val was elected as the
Chief Executive Officer, President and a director of the Issuer and Israel
Goldreich was elected as a director of the Issuer, each to fill the vacancies
that existed on the Board. Stephen Rosenburgh remains as a director of the
Issuer;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, EXCEPT THAT (i) by virtue of the acquisition, the Issuer expects to
enter into a new business, namely the business of acquiring, entering into joint
ventures with, marketing and promoting unaffiliated companies in the Internet,
biotechnology, genomics, pharmaceuticals and life-sciences industries by
offering multiple solutions and platforms for such companies to utilize the
Internet to promote their businesses, and (ii) MaxPlanet is considering possible
courses of action that it may pursue to help maximize shareholder value of the
Issuer, including possible changes in the senior management of the Issuer.
MaxPlanet also anticipates that the Issuer will provide solutions for public and
private companies to raise capital, increase business awareness and effect
strategic mergers, acquisitions and other business combinations;
<PAGE>
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in a
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date of this Schedule 13D, MaxPlanet directly owns
3,500,000 shares of the Issuer's common stock, representing in the aggregate
approximately 20.3% of the Issuer's 17,236,411 shares outstanding as of November
7, 2000.
(b) The number of shares as to which MaxPlanet has:
(i) sole power to vote or to direct the vote is
3,500,000.
(ii) shared power to vote or to direct the vote is 0
(iii) sole power to dispose or to direct the disposition of
is 3,500,000.
(iv) shared power to dispose of or to direct the
disposition of is 0.
(c) On October 17, 2000, MaxPlanet acquired 3,500,000 shares of the
Issuer's common stock from the Issuer in exchange for certain assets of
MaxPlanet, including, without limitation, the rights to three domain names and
related business plans, Internet servers, and certain database and software
developed by MaxPlanet. Such acquisition was effected in a private transaction.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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MaxPlanet entered into an agreement with the Issuer, dated October 17,
2000, that provides for the Issuer to lease its corporate office from MaxPlanet
and use the services of MaxPlanet's Internet development and production facility
in Miami, Florida to generate users and customers to purchase products and
services offered by the Issuer. In connection with the agreement, the Issuer has
agreed to pay MaxPlanet a minimum quarterly fee of 100,000 shares of Common
Stock for supporting the Issuer's growth plan.
Item 7. Material to be Filed as Exhibits.
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The Asset Purchase Agreement, dated as of August, 2000 and entered into
on October 17, 2000, by and between the Issuer and MaxPlanet, attached as
Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 1, 2000, is incorporated herein
by reference.
<PAGE>
SCHEDULE I
Executive officers, controlling persons and directors of MaxPlanet Corp.
Person Title
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Henry Val Chief Executive Officer and Chairman
4400 US Highway Route 9 South of the Board
Suite 2800
Freehold, New Jersey 07728
Isaak Val President and Director
4400 US Highway Route 9 South
Suite 2800
Freehold, New Jersey 07728
Israel Goldreich Acting Chief Operations Officer,
4400 US Highway Route 9 South Secretary and Director
Suite 2800
Freehold, New Jersey 07728
<PAGE>
SIGNATURES
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: December 11, 2000.
MAXPLANET CORP.
HENRY VAL
By: __________________________________
Henry Val, Chief Executive Officer
