SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. )1
TECE, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
872367107
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(CUSIP Number)
DAVID J. ADLER, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 9, 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 that 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 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
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1 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).
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CUSIP No. 872367107 13D Page 2 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MANITEX CAPITAL INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OR ORGANIZATION
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,284,441
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
4,284,441
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,284,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 872367107 13D Page 3 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
INTASYS CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OR ORGANIZATION
ONTARIO
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 6,522,710
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
6,522,710
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,522,710
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.2%
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 872367107 13D Page 4 of 12 Pages
The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares (the "Shares") of the common
stock, par value $.001 per share ("Common Stock"), of TECE, Inc. (the "Issuer").
The principal executive offices of the Issuer are located at 740 St. Maurice,
Suite 410, Montreal, Quebec H3C 1L5 Canada.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed by Manitex Capital, Inc., a
Canadian corporation ("Manitex"), and Intasys Corporation, an
Ontario corporation ("Intasys"). Each of the foregoing are referred
to as a "Reporting Person" and collectively as the "Reporting
Persons".
Manitex and Intasys are under common control and,
accordingly, are hereby filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person
and each person identified on Schedule A is 1 Place Ville- Marie, Suite 2001,
Montreal, Quebec H3B 2C4 Canada.
(c) Manitex is a diversified technology investment company.
The principal business of Manitex is providing capital and strategic visions to
early and mid-stage emerging technology companies.
The principal business of Intasys and its majority owned
subsidiaries is to operate and take strategic positions in Internet, e-commerce
service and technology companies, provide management counsel and operating
capital to Internet, e-commerce, technology and wireless telecommunications
companies, and develop and market subscriber management, billing and customer
care software for the telecommunications, utilities and other industry markets.
Certain information concerning the directors and executive
officers of the Reporting Persons is set forth on Schedule A attached hereto and
incorporated herein by reference.
(d) Neither Reporting Person nor, to the best knowledge of the
Reporting Persons, any person identified in Schedule A, has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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CUSIP No. 872367107 13D Page 5 of 12 Pages
(e) Neither Reporting Person nor, to the best knowledge of the
Reporting Persons, any person identified in Schedule A, has, during the last
five years, been 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.
(f) Each person identified on Schedule A is a citizen of
Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons acquired in a share exchange
exchangeable securities that are convertible at any time into the 10,807,151
Shares of Common Stock. Under a Share Exchange Agreement and related agreements,
as amended (the "Exchange Agreements"), dated October 10, 2000, among the
Issuer, its wholly-owned subsidiary 3786137 Canada Inc., a Canadian corporation
("3786137"), Tec TechnologyEvaluation.com, a Canadian corporation ("TEC.com")
and certain of the shareholders of TEC.com, including the Reporting Persons (the
"Majority TEC.com Shareholders"), on November 9, 2000 (i) 3786137 acquired from
the Majority TEC.com Shareholders common shares, no par value (the "TEC.com
Common Shares"), of TEC.com and convertible debentures (convertible into TEC.com
Common Shares) representing 70.9% of the issued and outstanding common shares of
TEC.com, (ii) the Majority TEC.com Shareholders were issued exchangeable
non-voting shares of Class A preferred stock of 3786137 (the "3786137 Shares"),
exchangeable on a one-for-one basis into an aggregate of 11,913,140 shares of
common stock of the Issuer (the "Issuer Exchange Shares"). The Issuer Exchange
Shares are held in trust under the terms of an Exchange and Voting Agreement
(the "Trust Agreement"), among the Issuer, the Trustee named therein, 3786137
and TEC.com. (The foregoing transactions are referred to collectively hereafter
as the "Transactions.")
The sole source of consideration for issuance to the Reporting
Persons of the 3786137 Shares was the exchange of the TEC.com Common Shares and
convertible debentures held by them. At such time as a Reporting Person may
exchange its 3786137 Shares for Common Stock, the sole source of consideration
for the transfer to it of the Common Stock will be the 3786137 Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Transactions were entered into to combine TECE.com with a
company whose securities are registered under the Securities Exchange Act of
1934, as amended, and to facilitate the investment of a minimum of $4,000,000 in
TEC.com by private investors.
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CUSIP No. 872367107 13D Page 6 of 12 Pages
Immediately prior to the Transactions, the Issuer had no material operations,
revenues, assets or liabilities. The Exchange Agreements were structured to
provide the shareholders of TEC.com with a capital gain deferral under
applicable Canadian tax laws, rules and regulations.
Neither the Reporting Persons nor, to the best knowledge of the
Reporting Persons, any person identified in Schedule A, has any present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except as follows:
(a) 3786137 intends to acquire all of the remaining
outstanding TEC.com Common Shares and TEC.com convertible debentures held by
minority holders in exchange for 3786137 Shares, on the basis of one 3786137
Share for each two TEC.com Common Shares held. Upon completion of this
transaction, the former shareholders of TEC.com will hold, in the aggregate,
approximately 62.8% of the Common Stock on a fully diluted basis.
(d) As a result of the Transactions, (i) the Board of
Directors of the Issuer now consists of the following persons: Steve Saviuk and
Claude E. Forget; and (ii) the officers of the Issuer are Claude Forget
(Chairman) and Michael Clayton (Chief Financial Officer).It is presently
anticipated that the Reporting Persons will cause additional persons to be
elected as directors and officers of the Issuer.
(f) As a result of the Transactions, the principal business of
the Issuer will be that of TEC.com. TEC.com has developed a number of platform
technologies aimed at web-based research and analysis of computer hardware,
communications and related information technology industries geared to help
business decision-makers to improve the allocation of resources dedicated to
information technology purposes and to reduce clients' risk, cost and time in
making information technology related decisions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of shares of Common Stock
reported owned by each person named herein is based upon 22,363,140 shares of
Common Stock outstanding, which is the total number of shares of Common Stock
outstanding after giving effect to the Transactions, assuming the exchange of
all of the issued and outstanding 3786137 Shares for shares of Common Stock.
Through the Trustee under the Trust Agreement, each holder of 3786137 Shares,
including the Reporting Persons, has the right to direct the vote of that number
of shares of Common Stock for which its 3786137 Shares are exchangeable. At such
time as such holders, including
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CUSIP No. 872367107 13D Page 7 of 12 Pages
the Reporting Persons, may exchange their 3786137 Shares for shares of Common
Stock, they will have the right to direct the disposition of such Common Stock.
Intasys beneficially owns 6,522,710 3786137 Shares, which are
exchangeable into shares of Common Stock on a one for one basis. The shares of
Common Stock that would be received by Intasys in the exchange constitute
approximately 29.2% of the Common Stock outstanding. Manitex beneficially owns
4,284,441 3786137 Shares, which are exchangeable into shares of Common Stock on
a one for one basis. The shares of Common Stock that would be received by
Manitex in the exchange constitute approximately 19.2% of the Common Stock
outstanding.
(b) Each Reporting Person has the sole power to vote or to
direct the vote as well as the sole power to dispose or to direct the
disposition of the shares mentioned in subparagraph 5(a) above.
(c) There were no transactions in the Issuer's Common Stock in
the last sixty days by the Reporting Persons other than the Transactions.
(d) No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, such shares of the Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as described herein, there are no contracts,
arrangements or understandings among the Reporting Persons, or between the
Reporting Persons and any other Person, with respect to the securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement.
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CUSIP No. 872367107 13D Page 8 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 20, 2000 INTASYS CORPORATION
By: /s/ Daniel Bertrand
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Daniel Bertrand
Vice President, Finance
and Administration
MANITEX CAPITAL INC.
By: /s/ Steve Saviuk
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Steve Saviuk
President and Chief
Executive Officer
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CUSIP No. 872367107 13D Page 9 of 12 Pages
SCHEDULE A
The names of the directors and executive officers of Intasys,
and their present principal occupations, are set forth below.
NAME PRESENT PRINCIPAL OCCUPATION
Steve Saviuk Director and Chief Executive Officer.
Also President of Manitex.
Daniel Bertrand Vice President, Finance and
Administration.
Claude Beauregard Director.
Daniel Morissette Vice President, Technology.
Ron Perry Vice President, Investor Relations.
Claude Forget Director. Chief Executive Officer and
director of Intasys Management Systems,
Inc., a majority owned subsidiary of
Intasys.
The Hon. Francis Director. President of Eastern Canada for
Fox Rogers AT&T Wireless.
Lorna Rosenstein Director. Business consultant.
Herman Turmurcuoglu Director. President of Mamma.com Inc., a
majority owned subsidiary of Intasys.
The names of the directors and executive officers of Manitex,
and their present principal occupations, are set forth below.
NAME PRESENT PRINCIPAL OCCUPATION
Steve Saviuk President, Chief Executive Officer and a
Director. Also a Director and Chief
Executive Officer of Intasys.
Michael Tinmouth Chief Operating Officer and Chief
Financial Officer.
J.V. Raymond Cyr Director. Chairman of Polyvalor Inc.
Wynn Rimstad Director. Consultant.
Laurent Nadeau Director. Chairman of Nova Molecular Inc.
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CUSIP No. 872367107 13D Page 10 of 12 Pages
David Ben-David Director. President and Chief Executive
Officer of NSI Communications Inc.
Louis Lu Director. Executive Vice-President of
Alpha Capital Inc.
Sheldon Inwentash Director. Chief Executive Officer,
President and a director of Pinetree
Capital Corp.
To the best of Manitex's knowledge, the following is information
relating to all shareholders of Manitex who exercise control over 10% or more of
the common shares of Manitex and the names of their directors and executive
officers.
SIMCOR CANADA HOLDINGS INC.
NAME PRESENT PRINCIPAL OCCUPATION
Steve Saviuk Director, President and Secretary. Also
President, Chief Executive and a Director
of Manitex; Chief Executive Officer and a
Director of Intasys.
PINETREE CAPITAL CORP.
NAME PRESENT PRINCIPAL OCCUPATION
Sheldon Inwentash Chairman, Chief Executive Officer and
Director.
Luigi Falzone Director, Vice President, Legal &
Corporate Affairs and Secretary.
Steve Saviuk Director. Also President, Chief
Executive and a Director of Manitex;
Chief Executive Officer and a Director
of Intasys.
David A. Williams Director. President of Roxborough
Holdings, Inc.
Larry Goldberg Executive Vice President and Chief
Financial Officer.
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CUSIP No. 872367107 13D Page 11 of 12 Pages
EXHIBIT INDEX
Exhibit Page
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1. Joint Filing Agreement 12
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CUSIP No. 872367107 13D Page 11 of 12 Pages
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D dated November
20, 2000 (including amendments thereto) with respect to the Common Stock of
TECE, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
Dated: November 20, 2000 INTASYS CORPORATION
By: /s/ Daniel Bertrand
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Daniel Bertrand
Vice President, Finance
and Administration
MANITEX CAPITAL INC.
By: /s/ Steve Saviuk
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Steve Saviuk
President and Chief
Executive Officer
