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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. __)
International Menu Solutions Corporation
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
0001121553
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(CUSIP Number)
Lynda King
Southbridge Investment Partnership No. 1
150 Water Street South
Cambridge, Ontario, Canada N1R 3E2
Telephone: (519) 621-8886
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 14, 1999
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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(g), for other
parties to whom copies are to be sent.
(continued on following pages)
(page 1 of __ pages)
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CUSIP No Page 2 of 12 Pages
MENU - 13 D
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Southbridge Investment Partnership No. 1
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 7. SOLE VOTING POWER
SHARES 4,212,699
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 4,212,699
PERSON WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,212,699 Shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.9%
14. TYPE OF REPORTING PERSON
PN
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CUSIP No Page 3 of 12 Pages
MENU - 13 D
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SIPGP No. 1 Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 7. SOLE VOTING POWER
SHARES 4,212,699
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 4,212,699
PERSON WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON
CO
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CUSIP No Page 4 of 12 Pages
MENU - 13 D
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.001 par value (the "Common
Stock"), of International Menu Solutions Corporation, a Nervada corporation (the
"Issuer"). The principal executive office of the Issuer is located at 350
Creditstone Road, Unit 202, Concord, Ontario, Canada L4K 3Z2.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) and (f). This statement on Schedule 13D is being filed on behalf of
Southbridge Investment Partnership No. 1, an Ontario limited partnership
("Southbridge") and SIPGP No.1, an Ontario corporation ("SIPGP"). Southbridge
and SIPGP are sometimes referred to herein as the "Reporting Persons." SIPGP is
the sole general partner of Southbridge, even though it owns a nominal interest
in Southbridge. Foundation Trust, a trust created under the laws of Ontario, is
the limited partner of Southbridge and owns the majority of partnership interest
in Southbridge. The principal executive offices of the Reporting Persons are
located at 150 Water Street, South Cambridge, Ontario, Canada N1R 3E2. The
principal business of the Reporting Persons is to invest funds of Southbridge
for the beneficiaries of the Foundation Trust.
The name, business address and present principal occupation or employment of
each executive officer, general partner, trustee, director or controlling person
of the Reporting Persons is set forth in Exhibit A to this Schedule 13D. Each of
such executive officers, directors, partners and trustees is a citizen of
Canada.
(d) - (e). Neither the Reporting Persons nor, to the best of the Reporting
Persons' knowledge, any of the individuals or entities listed in Exhibit A has
been convicted during the last five years in a criminal proceeding (excluding
traffic violations or similar misdemeanors). Neither the Reporting Persons nor,
to the best of the Reporting Persons' knowledge, any of the individuals or
entities listed in Exhibit A has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which each individual or entity 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
On April 16, 1999, Southbridge Inc. ("Southbridge Inc."), an affiliate of
Southbridge, purchased, pursuant to a Subscription Agreement, a copy of which is
attached hereto as Exhibit B, 1,523,810 shares of Common Stock of the Issuer at
a subscription price of CDN$2.625 per share, for an aggregate consideration of
CDN$4,000,001.20. Southbridge Inc. purchased such shares from working capital.
As part of the subscription, the Issuer also granted Southbridge Inc. 400,000
warrants which entitle Southbridge Inc. to purchase up to 400,000 shares of
Common Stock of the Issuer (the "Warrants"). The Warrants expire on April 16,
2001.
On October 22, 1999, Southbridge Equities Inc. ("Southbridge Equities"), an
affiliate of Southbridge, purchased 1,555,556 Special Warrants (the "Special
Warrants") of International Menu Solutions Inc. ("IMSI"), a subsidiary of the
Issuer, for an aggregate consideration of US$4,666,668, which funds were
provided by working capital. In connection with such purchase, Southbridge
Equities entered into a
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CUSIP No Page 5 of 12 Pages
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Subscription Agreement, a copy of which is attached hereto as Exhibit C, with
IMSI and the Issuer. The Special Warrants are currently exchangeable for Common
Stock of the Issuer.
On November 4, 1999, Southbridge Equities purchased 266,667 shares of Common
Stock directly from Tinamilu Holdings Inc. and IPO International Ltd., each
pursuant to a Share Purchase Agreement. A copy of each is attached hereto as
Exhibit D and Exhibit E. Southbridge Equities used its working capital for such
purchases.
In December 1999, all interests owned by both Southbridge Inc. and Southbridge
Equities in the Issuer were transferred to their affiliate, Southbridge, in
connection with a reorganization of its holdings.
ITEM 4. PURPOSE OF THE TRANSACTION
Southbridge acquired its shares of Common Stock for investment purposes.
Pursuant to the Subscription Agreement, dated April 16, 1999, Southbridge
nominated a representative to the Board of Directors of the Issuer. Pursuant to
the Subscription Agreement, dated October 22, 1999, Southbridge is entitled to
nominate a total of two directors to the Board and may be entitled to nominate
additional directors if there is an increase in the Board of Directors of the
Issuer so as to maintain Southbridge's representation on the Board. Other than
the potential exercise the Special Warrants and the Warrants, Southbridge has no
present intention of acquiring additional shares of Common Stock. Southbridge
may determine to dispose of shares of Common Stock at any time (by exercising
its rights under the Registration Rights Agreements described in Item 6 or
otherwise) based on future market conditions and other relevant factors.
Except as disclosed in this statement, neither Southbridge nor, to the best of
Southbridge's knowledge, any of the individuals listed in Exhibit A, has any
plan or proposal which would relate or result in any of the events or
transactions described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this statement, the reporting persons beneficially own
4,212,699 shares of Common Stock, consisting of 1,790,447 shares currently
outstanding, 400,000 shares issuable upon exercise of the Warrants and 2,022,222
shares issuable upon exercise of the Special Warrants. Such 4,212,669 shares
constitute approximately 32.9% of the outstanding shares of Common Stock, based
on 12,898,270 shares outstanding as reported in the Issuer's Form 10-QSB for the
quarter ended March 31, 2000 and after giving effect to the exercise of the
Warrants and Special Warrants.
Under the Warrants, Southbridge is entitled to purchase up to 200,000 shares of
Common Stock of the Issuer at a price of CDN$2.25 per share, a copy of which is
attached hereto as Exhibit F, and 200,000 shares of Common Stock at a price of
CDN$2.625 per share through April 16, 2001, a copy of which is attached hereto
as Exhibit G.
The Special Warrants, a copy of which is attached hereto as Exhibit H, were
originally exercisable for an aggregate of 1,555,556 Class X shares
("Exchangeable Shares") of IMSI. Subsequently, due to a failure to satisfy
certain financing and other targets, the Special Warrants are instead
exercisable for the purchase of 2,022,222 shares of Common Stock of the Issuer.
The Special Warrants are immediately exercisable by Southbridge, and any special
Warrant not exercised by October 22, 2000 (or earlier under certain
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CUSIP No Page 6 of 12 Pages
MENU - 13 D
circumstances) will be deemed to have been exercised as of such date. The
Special Warrants are subject to customary anti-dilution adjustment provisions.
Michael Petersen, the president of SIPGP No. 1 Inc., purchased 4,000 shares of
the Common Stock in the open market in March 1999. He is the beneficial owner of
those shares, which represent approximate .04% of the outstanding Common Stock,
based on 10,476,048 shares outstanding as reported in the Issuer's Form 10-QSB
for the quarter ended March 31, 2000
Lynda King, the vice-president, secretary and treasurer of SIPGP No. 1 Inc.,
purchased 7,000 shares of Common Stock in the open market between February and
June 2000. She is the beneficial owner of 7,000 shares, which represents .07% of
the outstanding Common Stock, based on 10,476,048 shares outstanding as reported
in the Issuer's Form 10-QSB for the quarter ended March 31, 2000.
(b) Each of the Reporting Persons has the sole power to vote shares of
Common Stock beneficially owned by it.
Mr. Petersen has the sole power to vote shares of the Common Stock beneficially
owned by him.
Ms. King has the sole power to vote shares of Common Stock beneficially owned by
her.
(c) Southbridge or its affiliates acquired 1,523,810 shares of Common Stock
and the Warrants on April 16, 1999 from the Issuer, the Special Warrants on
October 22, 1999 from the Issuer and 266,667 shares of Common Stock from
Tinamilu Holdings Inc. and IPO International Ltd., as disclosed in Item 3 above.
To the best of Southbridge's knowledge, none of the individuals or entities
listed in Exhibit A have effected any transactions in Common Stock during the 60
days preceding the date of this statement.
(d) No person other than Southbridge has the right to receive or the power
to direct the receipt of dividends from, or the proceeds of the sale of, the
shares of Common Stock owned by it.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
In addition to the agreements described elsewhere in this statement, the Issuer
entered into the following agreements with Southbridge Equities and Southbridge
Inc. that address registration rights:
Pursuant to the Purchase Agreement, dated April 16, 1999, the Issuer entered
into a Registration Rights Agreement with Southbridge Inc., a copy of which is
attached hereto as Exhibit I. Under this Registration Rights Agreement, Issuer
shall prepare and file with the Securities and Exchange Commission (the
"Commission") a shelf registration statement for an offering to be made on a
continuous basis to cover the securities held by Southbridge. In addition,
Southbridge has piggyback registration rights for a period of three years to
request that its shares be included as part of the offering by the Issuer for
its own account or for the account of any of the holders of the Issuer's equity.
Pursuant to the Purchase Agreement, dated October 22, 1999, the Issuer entered
into a Registration Rights Agreement with Southbridge Equities, a copy of which
is attached hereto as Exhibit J. Under this Registration
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CUSIP No Page 7 of 12 Pages
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Rights Agreement, Issuer shall prepare and file with the Commission a shelf
registration statement for an offering to be made on a continuous basis to cover
the securities held by Southbridge. In addition, Southbridge has piggyback
registration rights for a period of three years to request that its shares be
included as part of the offering by the Issuer for its own account or for the
account of any of the holders of the Issuer's equity.
The Issuer also entered into the Right of First Offer Agreement among
Southbridge Inc. and IMSI, dated April 16, 1999, a copy of which is attached
hereto as Exhibit K, in which Southbridge has agreed to offer to sell shares to
the Issuer and IMSI, and they have a period of forty-eight hours to accept the
offer. Also, Southbridge has agreed to restrict the sales of certain shares
within 540 days after the registered statements registering such shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Information Concerning Executive Officers and Directors of
Southbridge Investment Partnership No. 1 and Southbridge Capital Partners
Exhibit B - Subscription Agreement between Southbridge Inc. and International
Menu Solutions Corporation, dated April 16, 1999
Exhibit C - Subscription Agreement among Southbridge Equities Inc.,
International Menu Solutions Inc. and International Menu Solutions Corporation,
dated October 22, 1999
Exhibit D - Share Purchase Agreement between Tinamilu Holdings Inc. and
Southbridge Equities Inc., dated November 4, 1999
Exhibit E - Share Purchase Agreement between IPO International Inc. and
Southbridge Equities Inc., dated November 4, 1999
Exhibit F - Warrant issued to Southbridge Inc., dated April 16, 1999, to
purchase 200,000 shares of Common Stock of International Menu Solutions
Corporation at $2.25 Per Share
Exhibit G - Warrant issued to Southbridge Inc., dated April 16, 1999, to
purchase 200,000 shares of Common Stock of International Menu Solutions
Corporation at $2.625 Per Share
Exhibit H - Special Warrants issued to Southbridge Equities Inc., dated October
22, 1999, to purchase Class X Shares of International Menu Solutions Inc.
Exhibit I - Registration Rights Agreement between Southbridge Inc. and
International Menu Solutions Corporation, dated April 16, 1999
Exhibit J - Registration Rights Agreement between Southbridge Equities Inc. and
International Menu Solutions Corporation, dated October 22, 1999
Exhibit K - Right of First Offer Agreement between Southbridge Inc. and
International Menu Solutions Corporation, dated April 16, 1999
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CUSIP No Page 8 of 12 Pages
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: August 14, 2000 SOUTHBRIDGE INVESTMENT
PARTNERSHIP NO. 1
By: SIPGP No. 1 Inc., its General Partner
By: /s/ Lynda King
---------------------------------
Lynda King, Vice President
SIPGP NO. 1 INC.
By: /s/ Lynda King
---------------------------------
Lynda King, Vice President
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CUSIP No Page 9 of 12 Pages
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EXHIBIT INDEX
Exhibit A. Information Concerning Executive Officers and Directors of
Southbridge Investment Partnership No. 1 and Southbridge Capital Partners
Exhibit B. Subscription Agreement between Southbridge Inc. and International
Menu Solutions Corporation, dated April 16, 1999
Exhibit C. Subscription Agreement among Southbridge Equities Inc.,
International Menu Solutions Inc. and International Menu Solutions Corporation,
dated October 22, 1999
Exhibit D. Share Purchase Agreement between Tinamilu Holdings Inc. and
Southbridge Equities Inc., dated November 4, 1999
Exhibit E. Share Purchase Agreement between IPO International Inc. and
Southbridge Equities Inc., dated November 4, 1999
Exhibit F. Warrant issued to Southbridge Inc., dated April 16, 1999, to
purchase 200,000 shares of Common Stock of International Menu Solutions
Corporation at $2.25 Per Share
Exhibit G. Warrant issued to Southbridge Inc., dated April 16, 1999, to
purchase 200,000 shares of Common Stock of International Menu Solutions
Corporation at $2.625 Per Share
Exhibit H. Special Warrants issued to Southbridge Equities Inc., dated
October 22, 1999, to purchase Class X Shares of International Menu Solutions
Inc.
Exhibit I. Registration Rights Agreement between Southbridge Inc. and
International Menu Solutions Corporation, dated April 16, 1999
Exhibit J. Registration Rights Agreement between Southbridge Equities
Inc. and International Menu Solutions Corporation, dated October 22, 1999
Exhibit K. Right of First Offer Agreement between Southbridge Inc.
and International Menu Solutions Corporation, dated April 16, 1999
