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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
iGo Corporation
---------------
(Name of Issuer)
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class of Securities)
449592104
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(CUSIP Number)
Mark N. Rapparport
XMicro Holding Company
2435 East Coast Highway, Suite 5
Corona del Mar, California 92625
(949) 566-7300
--------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 29, 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(b)(3) or (4), check the following box [ ]
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SCHEDULE 13D
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CUSIP No. 449592104 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
XMicro Holding Company f.k.a. Xtend Micro Products, Inc.
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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
00
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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
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,268,451
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 371,877
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,268,451
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 449592104 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark N. Rapparport
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,268,451
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 371,877
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,268,451
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, $.001 par value (the "Issuer Common Stock"), of iGo
Corporation, a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 9393 Gateway Drive, Reno, Nevada 89511.
ITEM 2. IDENTITY AND BACKGROUND.
(a) XMicro Holding Company f.k.a. Xtend Micro Products, Inc. (the
"Reporting Entity") and Mark N. Rapparport (the "Reporting Person").
(b) The Reporting Entity's state of incorporation is California. The
Reporting Person's business address is 2435 East Coast Highway, Suite 5, Corona
del Mar, California 92625.
(c) Prior to the sale of certain of its assets to the Issuer, the
Reporting Entity's principal business was the selling and distributing of
batteries, battery chargers, AC and DC power adapters, port replicators and
docking stations for notebook computers. Subsequent to the sale of certain of
its assets to Issuer, the Reporting Entity's principal business is the
collection of its account receivable and the holding of Issuer's common stock.
The address of the Reporting Entity's principal business and principal office is
2435 East Coast Highway, Suite 5, Corona del Mar, California 92625. The
Reporting Person's principal occupation is President of XMP Acquisition Corp., a
California corporation and a wholly-owned subsidiary of Issuer ("XMP"). XMP's
principal business is the selling and distributing of batteries, battery
chargers, AC and DC power adapters, port replicators and docking stations for
notebook computers. XMP's address is 9393 Gateway Drive, Reno, Nevada 89511. The
Reporting Person is also President of the Reporting Entity and is the owner of
98% of the Reporting Entity's issued and outstanding shares.
(d) During the last five years, neither the Reporting Entity nor the
Reporting Person have been convicted in a criminal proceeding nor been a party
to a civil proceeding as a result of which it or he 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.
(e) The Reporting Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Asset Purchase Agreement, dated as of August 29, 2000
(the "Asset Purchase Agreement"), among Issuer, XMP, the Reporting Entity, the
Reporting Person and Thomas Taylor, the Reporting Entity acquired 2,268,451
shares of Issuer Common Stock in exchange for the sale of certain of the
Reporting Entity's assets.
Page 4 of 8 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Entity acquired the shares of Issuer Common Stock
reported herein solely for investment purposes.
(a)(b)(c)(d)(e)(f)(g)(h)(i) and (j) are inapplicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Entity beneficially owns an aggregate of 2,268,451
shares of Issuer Common Stock, constituting 10.9% of the total class. As the
majority shareholder, President and Secretary of the Reporting Entity, the
Reporting Person beneficially owns an aggregate of 2,268,451 shares of Issuer
Common Stock, constituting 10.9% of the total class.
(b) The Reporting Entity and the Reporting Person have sole voting
power as to 2,268,451 shares of Issuer Common Stock. Pursuant to the Asset
Purchase Agreement and a Depository Agreement, dated as of August 29, 2000,
between U.S. Stock Transfer Corporation, Issuer, the Reporting Entity and the
shareholders of the Reporting Entity, including the Reporting Person (the
"Depository Agreement"), 1,896,574 of those 2,268,451 shares of Issuer Common
Stock (the "Depository Shares") are held in a depository account maintained by
U.S. Stock Transfer Corporation. The Reporting Entity and the Reporting Person
have voting power, but not dispositive power, over the Depository Shares. The
Reporting Entity and the Reporting Person have sole dispositive power as to the
remaining 371,877 shares of Issuer Common Stock (the "Dispositive Shares"),
subject to certain restrictions contained in Section 4.1 of the Asset Purchase
Agreement.
(c) Other than as provided herein, no transactions in the Issuer Common
Stock were effected during the past sixty days by the Reporting Person or the
Reporting Entity.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Depository Shares are held by U.S. Stock Transfer Corporation
pursuant to the Depository Agreement. The Reporting Entity's receipt of these
shares is subject to certain earn-out provisions contained in the Asset Purchase
Agreement. The Reporting Entity has the right to vote these shares and to
receive dividends.
Pursuant to Section 4.1 of the Asset Purchase Agreement, the Reporting
Entity and the shareholders of the Reporting Entity are prohibited from selling,
contracting to sell, disposing of, loaning, pledging or granting any rights with
respect to the Dispositive Shares.
See Items 3 and 5.
Page 5 of 8 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(i) Asset Purchase Agreement, dated as of August 29,
2000, among iGo Corporation, a Delaware corporation,
XMP Acquisition Corp., a California corporation and a
wholly-owned subsidiary of iGo corporation, Xtend
Micro Products, Inc. and Mark N. Rapparport and
Thomas Taylor, the shareholders of Xtend Micro
Products, Inc. (Incorporated by reference to Exhibit
2.1 to the Issuer's Form 8-K, previously filed with
the Commission on September 11, 2000).
(ii) Depository Agreement, dated as of August 29, 2000,
among U.S. Stock Transfer Corporation, iGo
Corporation, Xtend Micro Products, Inc. and Mark N.
Rapparport and Thomas Taylor, the shareholders of
Xtend Micro Products, Inc. (Incorporated by reference
to the Reporting Entity's and Reporting Person's
Schedule 13D, previously filed with the Commission on
September 8, 2000).
Page 6 of 8 Pages
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SIGNATURE
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 12, 2000
XMicro Holding Company f.k.a. Xtend Micro
Products, Inc., a California corporation
/s/ Mark N. Rapparport
--------------------------------------------
By: Mark N. Rapparport
Its: President and Secretary
/s/ Mark N. Rapparport
--------------------------------------------
Mark N. Rapparport, an individual
Page 7 of 8 Pages
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EXHIBIT INDEX
(i) Asset Purchase Agreement, dated as of August 29, 2000, among iGo
Corporation, a Delaware corporation, XMP Acquisition Corp., a
California corporation and a wholly-owned subsidiary of iGo
corporation, Xtend Micro Products, Inc. and Mark N. Rapparport and
Thomas Taylor, the shareholders of Xtend Micro Products, Inc.
(Incorporated by reference to Exhibit 2.1 to the Issuer's Form 8-K,
previously filed with the Commission on September 11, 2000).
(ii) Depository Agreement, dated as of August 29, 2000, among U.S. Stock
Transfer Corporation, iGo Corporation, Xtend Micro Products, Inc. and
Mark N. Rapparport and Thomas Taylor, the shareholders of Xtend Micro
Products, Inc. (Incorporated by reference to the Reporting Entity's
and Reporting Person's Schedule 13D, previously filed with the
Commission on September 8, 2000).
Page 8 of 8 Pages
