UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GenesisIntermedia.com, Inc.
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(Name of Issuer)
Common Stock, Par Value $ .001
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(Title of Class of Securities)
37184T 106
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(CUSIP Number)
Magrith Giovanoli
4 rue de la Rotisserie, P.O. Box 3683, 1211 Geneve 3
011 41 22 312 4901
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 9, 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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1 (a) 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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).
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13D
CUSIP No. 37184T 106 Page 2 of 5
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Codicom Technologies, Ltd.
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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
British Virgin Islands
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NUMBER OF (7) SOLE VOTING POWER
SHARES 214,281
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(8) SHARED VOTING POWER
BENEFICIALLY
0
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OWNED BY (9) SOLE DISPOSITIVE POWER
214,281
EACH ---------------------------------------------------
(10) SHARED DISPOSITIVE POWER
REPORTING
0
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PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
214,286
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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)
3.88%
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(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D
CUSIP No. 37184T 106 Page 3 of 5
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to shares of common stock, $.001 par
value per share, of GenesisIntermedia.com, Inc., a Delaware corporation. The
Issuer's principal executive office is located at 13063 Ventura Boulevard,
Studio City, California 91604-2238.
Item 2. Identity and Background.
(a) Codicom Technologies, Ltd. ("Reporting Person")
(b) 4 rue de la Rotisserie P.O. Box 3683 1211 Geneve 3
(c) Reporting Person's primary business is investing in technology and
telecommunications companies.
(d) During the last five years, neither Reporting Person, nor its
beneficial owners, directors and/or officers, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person, nor its
beneficial owners, directors and/or officers, was a 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) Reporting Person is a corporation organized under the laws of the
British Virgin Islands.
Item 3. Source and Amount of Funds or Other Consideration.
Reporting Person entered into two Securities Purchase Agreements with
Issuer dated January 22, 1999 and March 31, 1999, respectively, pursuant to
which Reporting Person purchased (i) 142,857 shares of common stock (as
adjusted) and warrants to purchase 142,857 shares of common stock (as adjusted)
and (ii) 71,429 shares of Series A Convertible Preferred Stock and warrants to
purchase 71,429 shares of common stock, for an aggregate purchase price of
$1,500,000. The source of funds was working capital of Reporting Person and the
amounts of funds for the purchase price were as follows:
(a) $1,000,000 was provided by Reporting Person pursuant to the Securities
Purchase Agreement dated January 22, 1999. The agreement provided for the
purchase of 100,000 shares of common stock of Issuer, which was later adjusted
to be 142,857 shares of common stock. In connection with that adjustment,
Reporting Person was issued warrants to purchase 142,857 shares of common stock
(see below).
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13D
CUSIP No. 37184T 106 Page 4 of 5
(b) $500,000 was provided by Reporting Person pursuant to the Securities
Purchase Agreement dated March 31, 1999. The agreement provided for the purchase
of 71,429 shares of Series A Convertible Preferred Stock of Issuer and warrants
to purchase 71,429 shares of common stock.
(c) Concurrent with the closing of the sale of the 71,429 shares of Series
A Convertible Preferred Stock of the Issuer and warrants to purchase 71,429
shares of common stock of the Issuer in consideration of the payment by
Reporting Person to the Issuer of $500,000, Reporting Person and Issuer amended
the initial sale in January 22, 1999 of 100,000 shares of common stock to adjust
the effective purchase price of shares of the Issuer's common stock sold to
Reporting Person pursuant to the prior sale to equal the purchase price of the
shares of common stock underlying the preferred stock and the warrants then
being sold (resulting in the issuance of 42,857 additional shares of common
stock) and Issuer issued warrants to purchase an additional 142,857 shares of
common stock.
(d) The exercise price of all of the warrants to purchase common stock is
$7.00 per share and the Series A Convertible Preferred Stock is convertible into
common stock on a 1:1 basis.
(e) None of the warrants to purchase shares of common stock are exercisable
until one year following their date of issuance and, pursuant to Rule 13d-3, the
shares underlying such warrants have not been included as beneficially owned by
Reporting Person in this Schedule 13D. If such warrants were exercisable within
sixty (60) days of the date hereof, Reporting Person would beneficially own
428,572 shares or approximately 7.66% of the outstanding common stock of Issuer.
Item 4. Purposes of Transaction.
Reporting Person entered into the stock purchase agreements for investment
purposes. An affiliate of Reporting Person, Urmet S.p.A, is currently entering
into a joint venture with Issuer for deployment of Issuer's interactive kiosk
network in Europe. Reporting Person presently intends to increase its ownership
position in the Issuer to as much as 9.9%. However, Reporting Person does not
have any specific plan or proposal for acquiring any of such securities. If
Reporting Person acquires beneficial ownership of 9.9% of Issuer's common stock,
as determined under Rule 13d-3, it presently intends to re-evaluate whether to
make additional purchases.
Except as set forth herein, Reporting Person does not have any plans or
proposals relating of which would result in any transaction described in
subparagraph (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Reporting Person beneficially owns 214,286 shares of common stock of
Issuer, or approximately 3.88% of the outstanding shares of Issuer's common
stock. If all warrants held
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13D
CUSIP No. 37184T 106 Page 5 of 5
by Reporting Person were exercisable within sixty (60) days of the date hereof,
Reporting Person would beneficially own 428,572 shares of common stock of
Issuer, or approximately 7.66%.
(b) Reporting Person has sole voting and dispositive power as to all such
shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits.
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: September 9, 1999 CODICOM TECHNOLOGIES, LTD.
By: /s/ Alberto Chappino
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Alberto Chappino
Administrator
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