<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LightTouch Vein & Laser, Inc.
(Name of Issuer)
Shares of Common Stock
(Title of Class of Securities)
523364 20 7
(CUSIP number)
Joanna Rees Gallanter
C/o Venture Strategy Partners, LP, 655 Third Street, San Francisco, CA 94107
(415) 558-8600
(Name, address and telephone number of person authorized to receive
notices and communications)
September 1, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
----------------------------------------
*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).
<PAGE> 2
Page 2 of 11 Pages
SCHEDULE 13D
For Venture Strategy Partners, LP:
--------------------------------------------------------------------------------
CUSIP NO.
523364 20 7
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Venture Strategy Partners, LP
S.S. OR I.R.S. IDENTIFICATION NO. 94-3301974
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,783,765
-----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,783,765
-----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,765
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.15%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
<PAGE> 3
Page 3 of 11 Pages
SCHEDULE 13D
For Venture Strategy Management Company LLC:
--------------------------------------------------------------------------------
CUSIP NO.
523364 20 7
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Venture Strategy Management Company LLC:
S.S. OR I.R.S. IDENTIFICATION NO.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,783,765 (Includes 1,783,765 shares owned
by Venture Strategy Partners, LP)
-----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,783,765 (Includes 1,783,765 shares owned
by Venture Strategy Partners, LP)
-----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,765 (Includes 1,783,765 shares owned
by Venture Strategy Partners, LP)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.15% (Includes 1,783,765 shares owned
by Venture Strategy Partners, LP)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
<PAGE> 4
Page 4 of 11 Pages
SCHEDULE 13D
For Joanna Rees Gallanter
--------------------------------------------------------------------------------
CUSIP NO.
523364 20 7
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Joanna Rees Gallanter
S.S. OR I.R.S. IDENTIFICATION NO.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,783,765 (Includes 1,783,765 shares owned
by Venture Strategy Partners, LP)
-----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,783,765 (Includes 1,783,765 shares owned
by Venture Strategy Partners, LP)
-----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,765 (Includes 1,783,765 shares owned
by Venture Strategy Partners, LP)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.15% (Includes 1,783,765 shares owned
by Venture Strategy Partners, LP)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
<PAGE> 5
Page 5 of 11 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to certain shares of common stock (the "Shares") of
LightTouch Vein & Laser, Inc., a Nevada corporation (the "Company") with its
principal executive offices at 414 Glenwood Avenue, Suite 105, Raleigh, North
Carolina 27603
ITEM 2. IDENTITY AND BACKGROUND.
For Venture Strategy Partners, LP:
(a) Name
Venture Strategy Partners, LP, a Delaware limited partnership
(b) Residence or Business Address
655 Third Street
San Francisco, CA 94107
(c) Principal Business and
Address of Principal Business Office
Venture Capital Company
655 Third Street
San Francisco, CA 94107
(d) Past Criminal Convictions
None
(e) Past Civil Proceedings or Administrative
Proceedings Related to Federal or State
Securities Laws Resulting in a Judgment,
Decree or Final Order Finding Violations or
Enjoining Future Violations of Such Laws
None
(f) State of Organization
Delaware
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Page 6 of 11 Pages
For Venture Strategy Management Company, LLC, a Delaware limited
liability company and general partner of Venture Strategy Partners, LP:
(a) Name
Venture Strategy Management Company, LLC
(b) Residence or Business Address
655 Third Street
San Francisco, CA 94107
(c) Principal Business and
Address of Principal Business Office
General Partner of Venture Capital Company
655 Third Street
San Francisco, CA 94107
(d) Past Criminal Convictions
None
(e) Past Civil Proceedings or Administrative
Proceedings Related to Federal or State
Securities Laws Resulting in a Judgment,
Decree or Final Order Finding Violations or
Enjoining Future Violations of Such Laws
None
(f) State of Organization
Delaware
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Page 7 of 11 Pages
For Joanna Rees Gallanter, Managing Member of the general partner of Venture
Strategy Partners, LP:
(a) Name
Joanna Rees Gallanter, Managing Member of Venture Strategy Management
Company, LLC, a Delaware limited liability company.
(b) Residence or Business Address
655 Third Street
San Francisco, CA 94107
(c) Principal Business and
Address of Principal Business Office
Venture Capitalist; Managing Member of Venture Strategy
Management Company, LLC
Venture Strategy Management Company, LLC
655 Third Street
San Francisco, CA 94107
(d) Past Criminal Convictions
None
(e) Past Civil Proceedings or Administrative
Proceedings Related to Federal or State
Securities Laws Resulting in a Judgment,
Decree or Final Order Finding Violations or
Enjoining Future Violations of Such Laws
None
(f) Citizenship
United States of America
<PAGE> 8
Page 8 of 11 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
For all persons listed in Item 2 above:
The securities were acquired as a result of the merger (the "Merger")
of Vanishing Point, Inc. ("Vanishing Point") and a wholly-owned subsidiary of
the Company, pursuant to which Vanishing Point became a wholly-owned subsidiary
of the Company and shares of the Company's common stock ("Shares") were issued
to stockholders of Vanishing Point in consideration for the cancellation of
their stock in Vanishing Point.
ITEM 4. PURPOSE OF TRANSACTION.
For all persons listed in Item 2 above:
Venture Strategy Partners, LP has acquired the Shares as a result of
the Merger.
Venture Strategy Partners, LP intends continuously to review its
investments in the Company and may from time to time acquire or dispose of
Shares of the Company, depending on various factors, including but not limited
to general economic conditions, monetary and stock market conditions and future
developments affecting Venture Strategy Partners, LP or the Company.
The board of directors of the Company has changed pursuant to the terms
of the Merger, but Venture Strategy Partners, LP has no current plan to make any
further change to the board of directors of the Company.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
For Venture Strategy Partners, LP:
(a) Amount Beneficially Owned:
Venture Strategy Partners, LP is the beneficial owner of 1,783,765 Shares, or
10.15% of the outstanding Shares of Common Stock of the Company, after giving
effect to the Merger.
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 1,783,765
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 1,783,765
(iv) Shared power to dispose or direct the disposition of: 0
<PAGE> 9
Page 9 of 11 Pages
(c) Neither Venture Strategy Partners, LP, nor any of the other persons listed
in Item 2 above has had any transaction involving stock of the Company during
the last 60 days.
(d) Not applicable
(e) Not applicable
For Venture Strategy Management Company, LLC and Joanna Rees Gallanter:
(a) Amount Beneficially Owned:
Venture Strategy Management Company, LLC and Joanna Rees Gallanter are the
beneficial owners of 1,783,765 Shares, or 10.15% of the outstanding Shares of
Common Stock of the Company, after giving effect to the Merger. Such Shares
include 1,783,765 shares owned by Venture Strategy Partners, LP, of which
Venture Strategy Management Company, LLC is the general partner; Joanna Rees
Gallanter is the Managing Member of such general partner.
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 1,783,765 (Includes 1,783,765
shares owned by Venture Strategy Partners, LP)
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 1,783,765 (Includes
1,785,765 shares owned by Venture Strategy Partners, LP)
(iv) Shared power to dispose or direct the disposition of: 0
(c) Neither Venture Strategy Management, LLC, Joanna Rees Gallanter, nor any of
the other persons listed in Item 2 above has had any transaction involving stock
of the Company during the last 60 days.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
For all persons listed in Item 2 above:
The Company entered into a Voting Agreement (the "Voting Agreement") with
certain stockholders of the Company who own, in the aggregate, approximately 70%
of the issued and outstanding common stock of the Company, including Venture
Strategy Partners, LP, pursuant to which, as described below, such stockholders
of the Company agreed to vote their shares of the Company, in all elections of
directors that take place between the date of the Merger and the second
anniversary of the Merger, for the persons designated in accordance with such
Voting Agreement.
The Voting Agreement provides that each of the parties thereto will vote all
shares of the common stock of the Company now or hereafter owned or controlled
by them to elect as directors (a) one individual designated by Jerome Capital,
LLC, (b) one individual designated by Venture Strategy Partners, LP, (c) one
individual designated jointly by Jerome Capital, LLC and Venture Strategy
Partners, LP, and (d) two individuals jointly designated by Gregory Martini
and Plymouth Partners, for election after the date of the Merger at any meeting
of the stockholders of the Company or in any consent in lieu of a meeting of the
stockholders of the Company during the two year term of the Voting Agreement.
Effective at the time that the Merger became effective, the sole director of the
Company, Gregory Martini, appointed Halley Faust (as designee of Jerome Capital
LLC), Joanna Rees Gallanter (as designee of Venture Strategy Partners, L.P.,
Melisse Shaban (as designee of Jerome Capital LLC and Venture Strategy Partners,
LP), and an additional designee of Gregory Martini and Plymouth Partners) to
vacancies on the board of directors; Mr. Martini is the other director jointly
designated by Mr. Martini and Plymouth Partners.
A copy of the Voting Agreement, including the names of each of the stockholders
who are parties thereto, is incorporated by reference as an exhibit hereto.
<PAGE> 10
Page 10 of 11 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A copy of the Merger Agreement, which was filed as an Exhibit to the
Form 8-K filed by the Company on August 15, 2000, as of September 1, 2000,
including the names of each of the stockholders who are parties thereto, is
incorporated by reference as an exhibit to this Schedule 13D.
A copy of the Voting Agreement, which was filed as an Exhibit to the
Form 8-K filed by the Company on August 15, 2000, as of September 1, 2000,
including the names of each of the stockholders who are parties thereto, is
incorporated by reference as an exhibit to this Schedule 13D.
* * *
This statement speaks as of its date, and no inference should be drawn that no
change has occurred in the facts set forth herein after the date hereof.
Note 1: According to the Form 8-K filed by the Company on August 15, 2000, as of
September 1, 2000 there were outstanding and entitled to vote 18,936,539 shares
of Common Stock of the Company.
<PAGE> 11
Page11 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Venture Strategy Partners, LP
By: Venture Strategy Management, LLC
its General Partner
By: /s/ Joanna Rees Gallanter
---------------------------------
Joanna Rees Gallanter
Its Managing Member
Venture Strategy Management Company, LLC
By: /s/ Joanna Rees Gallanter
--------------------------------
Joanna Rees Gallanter
Its Managing Member
Joanna Rees Gallanter
/s/ Joanna Rees Gallanter
--------------------------------
Dated: September 11, 2000
