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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
Information to Be Included In Statements Filed
Pursuant to Rule 13d-1(a) and Amendments
Thereto Filed Pursuant to Rule 13d-2(a)
(Amendment No. __)*
Lil Marc, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
532366 10 1
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(CUSIP Number)
Joseph P. Wynne
ComVest Capital Partners, LLC
830 Third Avenue
New York, New York 10022
(212) 829-5839
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 25, 2000
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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-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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 1 OF 10 PAGES
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SCHEDULE 13D
CUSIP No. 532366 10 1 13D Page 2 of 10 Pages
----------- --- ---
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(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
COMVEST CAPITAL PARTNERS, LLC (13-4068973)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC
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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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(7) SOLE VOTING POWER
0
--------------------------------------------------
NUMBER (8) SHARED VOTING POWER
OF
SHARES 5,194,166
BENEFICIALLY --------------------------------------------------
OWNED (9) SOLE DISPOSITIVE POWER
BY EACH
REPORTING
PERSON 0
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
5,194,166
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON / /
5,194,166
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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 90.0%
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(14) TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTION BEFORE FILLING OUT*
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SCHEDULE 13D
CUSIP No. 532366 10 1 13D Page 3 of 10 Pages
----------- --- ---
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(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MICHAEL S. FALK
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC
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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
UNITED STATES
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(7) SOLE VOTING POWER
0
--------------------------------------------------
NUMBER (8) SHARED VOTING POWER
OF
SHARES 5,194,166
BENEFICIALLY --------------------------------------------------
OWNED (9) SOLE DISPOSITIVE POWER
BY EACH
REPORTING
PERSON 0
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
5,194,166
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,194,166
-------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
-------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 90.0%
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(14) TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT*
<PAGE>
SCHEDULE 13D
CUSIP No. 532366 10 1 13D Page 4 of 10 Pages
----------- --- ---
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(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT PRIDDY
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC
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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
UNITED STATES
-------------------------------------------------------------------------------
(7) SOLE VOTING POWER
0
--------------------------------------------------
NUMBER (8) SHARED VOTING POWER
OF
SHARES 5,194,166
BENEFICIALLY --------------------------------------------------
OWNED (9) SOLE DISPOSITIVE POWER
BY EACH
REPORTING
PERSON 0
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
5,194,166
-------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,194,166
-------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
-------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 90.0%
-------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT*
<PAGE>
SCHEDULE 13D
CUSIP No. 532366 10 1 13D Page 5 of 10 Pages
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(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KEITH ROSENBLOOM
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC
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(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
-------------------------------------------------------------------------------
(7) SOLE VOTING POWER
0
--------------------------------------------------
NUMBER (8) SHARED VOTING POWER
OF
SHARES 5,194,166
BENEFICIALLY --------------------------------------------------
OWNED (9) SOLE DISPOSITIVE POWER
BY EACH
REPORTING
PERSON 0
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
5,194,166
-------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,194,166
-------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
-------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 90.0%
-------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT*
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ITEM 1. SECURITY AND ISSUER
The class of securities to which this Schedule 13D relates is the
common stock, par value $.01 per share (the "Common Stock"), of LiL Marc, Inc.,
a Nevada corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 830 Third Avenue, New York, New York 10022.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed jointly by ComVest Capital Partners, LLC
("ComVest"), a limited liability company organized under the laws of Delaware
and whose principal business is investing in and administering ownership of
securities, Michael S. Falk, Robert Priddy, and Keith Rosenbloom. ComVest, Mr.
Falk, Mr. Priddy, and Mr. Rosenbloom are the "Reporting Persons." Messrs. Falk,
Priddy and Rosenbloom are the managers and principal members of ComVest.
All of the individual Reporting Persons are United States citizens. The
business address for all of the Reporting Persons other than Mr. Priddy is 830
Third Avenue, New York, New York 10022. Mr. Priddy is a principal of RMC
Capital, 1640 Powers Ferry, Suite 125, Marietta, Georgia 30067, an investment
firm.
During the past five years, none of the Reporting Persons have been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result thereof 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to a Stock Purchase Agreement dated as of May 19, 2000 (the
"Purchase Agreement") by and among ComVest and the Issuer, George I. Norman III,
Laurie J. Norman, Alewine Limited Liability Company ("Alewine"), and Linda
Bryson (the latter four parties, collectively the "Sellers"), ComVest purchased
1,194,166 issued and outstanding shares of the Common Stock from the Sellers for
an aggregate purchase price of $315,000. Also pursuant to the Purchase
Agreement, ComVest purchased from the Issuer, at an aggregate cost of $250,000,
1,000,000 newly issued shares of the Common Stock and a warrant (the "Warrant")
to purchase an additional 3,000,000 shares of the Common Stock. The Warrant is
exercisable until November 25, 2001 at an exercise price of $0.25 per share.
These purchases were effectuated on May 25, 2000, at which time all of
the officers and directors of the Issuer resigned and ComVest's designees,
Joseph P. Wynne and Basil Ascuitto, were elected sole directors and officers.
Mr. Wynne is the President and Mr. Ascuitto is the Chief Financial Officer and
Secretary of the Issuer.
Pursuant to a stock sale agreement between the Issuer and Alewine, the
Issuer has agreed to sell all of the issued and outstanding capital stock of its
wholly-owned subsidiary, LILM, Inc., to Alewine in exchange for 100,000 shares
of the Issuer's outstanding shares of Common Stock, which 100,000 shares will
become treasury stock following the closing of such transaction.
ComVest financed the purchase of such shares of Common Stock and the
Warrant from its available working capital. No funds were borrowed in connection
with such purchases.
PAGE 6 OF 10 PAGES
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ITEM 4. PURPOSE OF TRANSACTION
ComVest acquired the shares of Common Stock of the Issuer and the
Warrant to acquire control of the Issuer. Assuming exercise of the Warrant,
ComVest will own approximately 90.0% of the outstanding shares of Common Stock.
ComVest has caused the election of its designees, Messrs. Wynne and Ascuitto, as
sole officers and directors of the Issuer.
Other than as set forth above, the Reporting Persons have no present
intention to sell or transfer a material amount of assets of the Issuer, make a
material change in the capitalization or dividend policy of the Issuer, make any
other material change in the Issuer's business or corporate structure, or make a
change in the Issuer's charter or bylaws, or otherwise have any present plans or
proposals which relate to or would result in any of the matters referred to in
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)(1) ComVest is the beneficial owner of an aggregate of 5,194,166
shares of Common Stock, representing approximately 90.0% of the issued and
outstanding shares of Common Stock of the Issuer. ComVest's holdings include
2,194,166 shares of Common Stock and the Warrant to purchase 3,000,000 shares of
Common Stock.
(a)(2) Mr. Falk is deemed to be the beneficial owner of an aggregate of
5,194,166 shares of Common Stock, representing approximately 90.0% of the issued
and outstanding shares of Common Stock of the Issuer. In his capacity as manager
and principal member of ComVest, Mr. Falk shares indirect voting and dispositive
power with respect to ComVest's shares and is therefore deemed to be the
beneficial owner of such securities. Mr. Falk disclaims beneficial ownership of
the securities owned by ComVest other than that portion corresponding to his
proportionate membership interest in ComVest. Mr. Falk has no direct ownership
of any of such securities.
(a)(3) Mr. Priddy is deemed to be the beneficial owner of an aggregate
of 5,194,166 shares of Common Stock, representing approximately 90.0% of the
issued and outstanding shares of Common Stock of the Issuer. In his capacity as
manager and principal member of ComVest, Mr. Priddy shares indirect voting and
dispositive power with respect to ComVest's shares and is therefore deemed to be
the beneficial owner of such securities. Mr. Priddy disclaims beneficial
ownership of the securities owned by ComVest other than that portion
corresponding to his proportionate membership interest in ComVest. Mr.
Priddy has no direct ownership of any of such securities.
(a)(4) Mr. Rosenbloom is deemed to be the beneficial owner of an
aggregate of 5,194,166 shares of Common Stock, representing approximately 90.0%
of the issued and outstanding shares of Common Stock of the Issuer. In his
capacity as manager and principal member of ComVest, Mr. Rosenbloom shares
indirect voting and dispositive power with respect to ComVest's shares and is
therefore deemed to be the beneficial owner of such securities. Mr. Rosenbloom
disclaims beneficial ownership of the securities owned by ComVest other than
that portion corresponding to his proportionate membership interest in ComVest.
Mr. Rosenbloom has no direct ownership of any of such securities.
PAGE 7 OF 10 PAGES
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(b) Number of shares as to which each such person has:
(1) Sole power to vote or to direct the vote, and sole power to
dispose or direct the disposition:
Neither ComVest, Mr. Falk, Mr. Priddy, nor Mr. Rosenbloom
has sole power to vote or direct the vote or dispose or direct the disposition
of any of the Issuer's securities.
(2) Shared power to vote or to direct the vote, and shared power
to dispose or direct the disposition:
ComVest, Mr. Falk, Mr. Priddy and Mr. Rosenbloom share voting
and disposition powers with respect to ComVest's 5,194,166 shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Warrant is exercisable for an 18 month period at an exercise price
of $0.25 per share, may be exercised on a cashless basis, and includes certain
registration rights.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Agreement among the Reporting Persons to file a joint Statement on
Schedule 13D on behalf of each of them, pursuant to Rule 13d-1(k)(1).
PAGE 8 OF 10 PAGES
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
COMVEST CAPITAL PARTNERS, LLC
Dated: June 6, 2000 By: /s/ Keith Rosenbloom
------------------------
Keith Rosenbloom, Manager
Dated: June 6, 2000 /s/ Michael S. Falk
------------------------
Michael S. Falk
Dated: June 6, 2000 /s/ Robert Priddy
------------------------
Robert Priddy
Dated: June 6, 2000 /s/ Keith Rosenbloom
------------------------
Keith Rosenbloom
PAGE 9 OF 10 PAGES
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EXHIBIT 1
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Statement on Schedule 13D and any future amendments
thereto reporting each of the undersigned's ownership of securities of LiL Marc,
Inc. and hereby affirm that such Statement on Schedule 13D is being filed on
behalf of each of the undersigned.
COMVEST CAPITAL PARTNERS, LLC
Dated: June 6, 2000 By: /s/ Keith Rosenbloom
------------------------
Keith Rosenbloom, Manager
Dated: June 6, 2000 /s/ Michael S. Falk
------------------------
Michael S. Falk
Dated: June 6, 2000 /s/ Robert Priddy
------------------------
Robert Priddy
Dated: June 6, 2000 /s/ Keith Rosenbloom
------------------------
Keith Rosenbloom
PAGE 10 OF 10 PAGES
