<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
International Menu Solutions Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
0001121553
(CUSIP Number)
Lynda King
Southbridge Investment Partnership No. 1
150 Water Street South
Cambridge, Ontario, Canada N1R 3E2
Telephone: (519) 621-8886
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 28, 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 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 9 pages)
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CUSIP No. 0001121553 Page 2 of 9 Pages
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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
Not Applicable
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
<TABLE>
<S> <C>
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
</TABLE>
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)
28.16%
14. TYPE OF REPORTING PERSON
PN
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CUSIP No. 0001121553 Page 3 of 9 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
Not Applicable
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
<TABLE>
<S> <C>
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
</TABLE>
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)
28.16%
14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 0001121553 Page 4 of 9 Pages
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.001 par value (the "Common
Stock"), of International Menu Solutions Corporation, a Nevada 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
Not Applicable
ITEM 4. PURPOSE OF THE TRANSACTION
Southbridge acquired its shares of Common Stock for investment purposes.
Pursuant to the Subscription Agreement, dated October 22, 1999, in October 2000
Southbridge nominated two (2) representatives to the Board of Directors of the
Issuer. At such time, the Issuer increased the size of its Board of Directors
from three (3) to four (4) directors to accommodate Southbridge's right to
representation on the Board of Directors. Southbridge nominated Lynda King and
Reginald Petersen as its representatives on the Board. Lynda King is a partner
of Southbridge Capital, the manager of Southbridge. Reginald Petersen is an
associate of Southbridge. Ms. King and Mr. Petersen are also directors of SIPGP
No. 1 Inc., the general partner of Southbridge.
On November 27, 2000, the Issuer entered into a Financing Support Agreement with
Southbridge, under the terms of which Southbridge agreed to provide, until
January 15, 2002 (the "Maturity Date"), a limited recourse guarantee of the
indebtedness of the Issuer is favor of the Bank of Nova Scotia related to a
temporary extended line of credit not to exceed CDN$3,000,000. In addition,
Southbridge also provided a general hypothecation and pledge of marketable
securities to support advances up to CDN$3,000,000. The Issuer paid a
transaction fee of
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CUSIP No. 0001121553
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CDN$100,000 and will pay a support fee of $400,000 on March 31, 2001 if (i) the
terms of the Loan Agreement entered into on June 5, 2000 among the Issuer,
Southbridge, First Ontario Labour Sponsored Investment Fund Ltd., and the Bank
of Montreal Capital Corporation (the "Loan Agreement") have not been
renegotiated by December 31, 2000, (ii) Issuer's authorized and issued capital
have not been amended so as to permit determination with relative certainty the
number of Common Stock of the Issuer holders of International Menu Solutions
Inc. exchangeable shares are entitled to receive pursuant to the attributes of
such shares, and (iii) other existing rights to acquire additional shares of the
Issuer have not been fixed by March 31, 2001. In addition, Issuer will pay
Southbridge a guarantee fee of 5% per annum on the daily advanced portion of the
additional credit facility and a standby fee of 3% per annum on the daily
unadvanced portion of the additional credit facilities. In addition, unless
otherwise agreed in connection with the renegotiation of the Loan Agreement, the
Issuer will issue to Southbridge no later than February 28, 2001, 3,461,538
warrants (the "Financing Support Warrants"), each to purchase one (1) share of
Common Stock at an exercise price of US$0.90 with an expiration date of November
15, 2005. In addition, until the later of the Maturity Date or the date
Southbridge no longer has an obligation under the guarantee or hypothecation
discussed above, Southbridge will have majority representation on the Issuer's
Board of Directors.
Other than the potential exercise of the Special Warrants (as hereinafter
defined) and the Warrants (as hereinafter defined) Southbridge currently owns
and the Financing Support Warrants which may be issued by February 28, 2001,
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 warrants (the "Warrants")
and 2,022,222 shares issuable upon the October 22, 2000 deemed exercise of the
special warrants (the "Special Warrants"). Such 4,212,669 shares constitute
approximately 28.16% of the outstanding shares of Common Stock, based on
12,538,434 shares outstanding as reported in the Issuer's Form 10-QSB for the
quarter ended September 30, 2000 and after giving effect to the exercise of the
Warrants and Special Warrants. Such figures do not include any shares which may
be issuable upon exercise of the Financing Support Warrants which may be issued.
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, and 200,000 shares
of Common Stock at a price of CDN$2.625 per share through April 16, 2001.
The Special Warrants, 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 were, by their terms, deemed to have been exercised as of
October 22, 2000.
Michael Petersen, the president of SIPGP No. 1 Inc., purchased 4,000 shares of
the Common Stock in the open market in March 1999 and 5,000 shares of Common
Stock in the open market in September 2000. He is the beneficial owner of those
shares, which represent approximate 0.072% of the outstanding Common Stock,
based
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CUSIP No. 0001121553
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on 12,538,434 shares outstanding as reported in the Issuer's Form 10-QSB
for the quarter ended September 30, 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 0.06%
of the outstanding Common Stock, based on 12,538,434 shares outstanding as
reported in the Issuer's Form 10-QSB for the quarter ended September 30, 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. Under this
Registration Rights Agreement, the 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. Under this
Registration 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, 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.
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CUSIP No. 0001121553 Page 7 of 9 Pages
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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*
Exhibit L Support Agreement dated November 17, 2000 by and between IMSC,
IMSI and Southbridge Investment Partnership No. 1.**
------------------
* Previously filed as exhibits to Southbridge Investment Partnership No. 1's
Schedule 13D filed August 15, 2000.
** Previously filed as an exhibit to International Menu Solutions
Corporation's Form 8-K filed December 12, 2000.
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CUSIP No. 0001121553 Page 8 of 9 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: December 15, 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. 0001121553 Page 9 of 9 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*
Exhibit L Support Agreement dated November 17, 2000 by and between IMSC,
IMSI and Southbridge Investment Partnership No. 1.**
------------------
* Previously filed as exhibits to Southbridge Investment Partnership No. 1's
Schedule 13D filed August 15, 2000.
** Previously filed as an exhibit to International Menu Solutions
Corporation's Form 8-K filed December 12, 2000.
