UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
INTERNATIONAL COSMETICS MARKETING CO.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45938M 10 3
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(CUSIP Number)
Nico Pronk
c/o
Noble Financial Group
1801 Clint Moore Road, Suite 110
Boca Raton, Florida 33487
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 19, 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 [_].
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SCHEDULE 13D
CUSIP No. 45938M 10 3 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NICO PRONK, SR.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF; OO
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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
Dutch
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Number of 7 SOLE VOTING POWER
Shares Upon Conversion of Debentures
Beneficially 400,000 shares of common stock and 56,400
Owned by additional shares of common stock
Each ------------------------------------------------------
Reporting 8 SHARED VOTING POWER
Person 0
With ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
Upon Conversion of Debentures
400,000 shares of common stock and 56,400
additional shares of common stock
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Upon Conversion of Debentures
400,000 shares of common stock and 56,400 additional shares
of common stock
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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)
9.53% of outstanding common shares
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14 TYPE OF REPORTING PERSON*
IN
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ATTACHMENT
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D relates
is as follows:
Common stock (the "Common Stock") of International Cosmetics Marketing Co., a
Florida Corporation (the "Company" or the "Issuer"). The principal executive
offices of the Company are located at 6501 N.W. Park of Commerce Boulevard,
Suite 205, Boca Raton, 33487.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Nico Pronk, Sr.
(b) Address: c/o Noble Financial Group
1801 Clint Moore Road, Suite 110
Boca Raton, Florida 33487
(c) Occupation: Retired.
(d) Mr. Pronk, during the last five years, has not been convicted in a
criminal proceeding.
(e) Mr. Pronk, during the last five years, was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which as a result of such proceeding was 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) Citizenship: Dutch
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Pronk exchanged personal funds for debentures convertible into shares of the
Issuer as set forth in Item 4.
ITEM 4. PURPOSE OF THE TRANSACTION
Mr. Pronk and the Company entered into the five following convertible debenture
agreements for investment purposes:
<TABLE>
<CAPTION>
Date of Debenture Debenture Conversion Number of Cumulative % of
Agreement Amount Price Shares Shares Company
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
October 11, 1999 $ 795,000.00 $ 5.00 159,000 159,000 3.34%
October 27, 1999 $ 105,000.00 $ 5.00 21,000 180,000 3.78%
November 19, 1999 $ 350,000.00 $ 5.00 70,000 250,000 5.25%
December 13, 1999 $ 300,000.00 $ 5.00 60,000 310,000 6.51%
March 20, 2000 $ 450,000.00 $ 5.00 90,000 400,000 8.40%
</TABLE>
The conversion provisions state that the debentures can be converted into Common
Stock at anytime with the 36 months of the agreement. To date, Mr. Pronk has
converted the principal
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balance of the debentures into 379,000 shares of Common Stock. The current
outstanding principal balance of the debentures is approximately $105,000.00 The
stated conversion price is $5.00 per share of Common Stock for the agreements
listed above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) $2,000,000 debentures to purchase 400,000 shares of Common Stock,
constituting approximately 8.4% of the issued and outstanding Common
Stock. In August and September 2000, Mr. Pronk acquired an aggregate of
56,400 additional shares of Common Stock in private transactions with
personal funds constituting approximately 1.1% of the issued and
outstanding Common Stock.
(b) If and when the debentures are converted, there will be sole power to
vote or to direct the vote and sole power to dispose or to direct the
disposition of the 456,400 shares of Common Stock beneficially owned by
Mr. Pronk.
(c) As of the date of this filing, Mr. Pronk has converted the debentures
into 379,000 shares of Common Stock. The remaining principal balance of
the debentures is approximately $105,000.00. The debentures are
convertible to shares of Common Stock of the Company at $5.00 per share
with 36 months of the agreement date.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of
such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Mr. Pronk and the Company have entered into five separate Convertible Debenture
Agreements. Each of these agreements allow for the Debenture to be converted
into Common Stock at the conversion price of $5.00 per share within 36 months
following the agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See attached Form of Convertible Debenture Agreement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement on Schedule 13D is true,
complete and correct as of the date hereof.
Dated: April 19, 2000
/s/ Nico Pronk, Sr.
---------------------------
Nico Pronk, Sr.
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(This Convertible Debenture is one of a series of
Convertible Debentures of like tenor and terms)
________, 1999 $________________
FOR VALUE RECEIVED, the undersigned, INTERNATIONAL COSMETICS MARKETING
CO., a Florida corporation (f/k/a CindyCo, Inc.), ("Maker"), hereby promises to
pay to the order of _______________ ("Payee"), the principal sum of
____________________________________ Dollars ($___________) with the principal
balance being due and payable three (3) years from the date of this Debenture,
all as hereinafter provided (the "Debenture").
1. Payments of Principal. Upon the expiration of three (3) years from
the date of this Debenture ("Maturity Date"), all outstanding principal shall be
due and payable, and shall be paid to Payee.
2. Place of Payment. So long as Payee shall hold this Debenture, all
payments of principal shall be made to the Payee at the address of Maker as
specified herein upon presentment of this Debenture.
3. Conversion.
(a) Conversion. All, but not less than all, of this Debenture
is subject to conversion (the "Conversion") into shares of the Maker's common
stock ("Common Stock") at any time, at the option of the Payee, at a conversion
price of $5.00 per share of Common Stock ("Conversion Price") of the Maker in
accordance with the provisions of Paragraph 3(b) hereof; provided, however, that
such Conversion must be effected by the holder on or prior to 36 months from the
date hereof (the "Conversion Period"). In the event such Conversion does not
occur within the Conversion Period or payment does not occur on the Maturity
Date, this Debenture shall be automatically converted.
(b) Conversion Procedure. Before the Payee shall be entitled
to convert all or any portion of this Debenture into shares of Common Stock, it
shall surrender this Debenture at the office of the Maker and shall give written
notice by mail, postage prepaid, to the Maker at its principal corporate office
of the election to convert the same and shall state therein the name or names
and the amounts in which the certificate or certificates for shares of Common
Stock are to be issued, provided however, that such issuance is in compliance
with federal and applicable state securities laws. Such conversion shall be
deemed to have been made immediately prior to the close of business on the date
of such surrender of this Debenture. The person entitled to receive the shares
of Common Stock issuable upon such conversion shall be treated for all purposes
as the record holder or holder of such shares of Common Stock as of such date.
(c) All shares of Common Stock acquired by conversion of the
Debenture ("Conversion Shares"), upon issuance, will be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
with respect to the issue thereof, provided that the Maker shall not be required
to pay any tax which may be payable in respect of any transfer involved in the
issuance and
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delivery of any certificate in a name other than that of the holder of the
Debenture which is being converted.
(d) Delivery of Stock Certificates. As promptly as practical
after the conversion of this Debenture, the Maker at its expense will issue and
deliver to the Payee of this Debenture a certificate or certificates for the
number of full shares of Common Stock issuable upon such conversion.
(e) Mechanics and Effect of Conversion. No fractional shares
of Common Stock shall be issued upon conversion of this Debenture. In lieu of
the Maker issuing any fractional shares to the Payee upon the conversion of this
Debenture, the Maker shall round such number of shares to be issued to the Payee
to the next highest number of shares.
4. Adjustments for Stock Splits and Subdivisions. In the event the
Company should at any time or from time to time after the date of issuance
hereof fix a record date for the effectuation of a split or subdivision of the
outstanding shares if Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in additional
shares of Common Stock or other securities or rights convertible into, or
entitling the holder thereof to receive directly or indirectly, additional
shares of Common Stock (hereinafter referred to as the "Common Stock
Equivalents") without payment of any consideration by such holder for the
additional shares of Common Stock or the Common Stock Equivalents then, as of
such record date, (or the date of such dividend distribution, split or
subdivision if no record date is fixed), the Conversion Price of this Debenture
shall be appropriately decreased so that the number of shares of Common Stock
issuable upon conversion of this Debenture shall be increased in proportion to
such increase of outstanding shares.
If the number of shares of Common Stock outstanding any time
after the date hereof is decreased by a combination of the outstanding shares of
Common Stock, then, following the record date of such combination, the
Conversion Price of this Debenture shall be appropriately increased so that the
number of shares of Common Stock issuable on conversion hereof shall be
decreased in proportion to such decrease in outstanding shares.
5. Sale, Exchange, Tender Offer, Redemption or Buyout. In case of any
sale, exchange, tender offer, redemption or buyout of the Company's shares, or
any consolidation of the Company with or merger of the Company into another
corporation, or in case of any sale, transfer or lease to another corporation of
all or substantially all the property of the Company, the Company or such
successor or purchasing corporation, as the case may be, shall execute with the
Lender an agreement that the Lender shall have the right thereafter, upon
payment of the per share Conversion Price in effect immediately prior to such
action, to convert on the same basis which it would have or have been entitled
to receive after the happening of such consolidation, merger, sale, transfer or
lease had such conversion been accomplished immediately prior to such action.
Such agreement shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided herein. These
provisions shall similarly apply to successive consolidations, mergers, sales,
transfers or leases.
6. No Prepayment. This Debenture may not be prepaid prior to the
Maturity Date.
7. Restriction on Transfer. The shares of Common Stock issuable upon
conversion of the Debenture will be subject to any restrictions on transfer or
disposition imposed by (i) an underwriter for any public offering of the
Company's securities; (i) the National Association of Securities Dealers
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(NASD); or (ii) any national exchange including the National Association of
Securities Dealers Automated Quotation System ("NASDAQ").
8. Reservation of Stock Issuable upon Conversion. The Maker shall
reserve and keep available out of its authorized but unissued shares of Common
Stock solely for the purposes of effecting the conversion of this Debenture such
number of its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of this Debenture.
9. Investment Intent. Payee represents and warrants that Payee is
acquiring this Debenture for investment purposes and not with a view to, for
resale in connection with, or with an intent of participating directly or
indirectly in any distribution within the meaning of the Securities Act of 1933,
as amended (the "Act"). Payee shall not divide its participation with others or
resell, assign or otherwise dispose of all or any part of this Debenture.
Notwithstanding the foregoing provisions of this paragraph 7, The Payee may not
sell, transfer, pledge or hypothecate the Debenture or the shares issuable upon
the conversion of the Debenture unless: (i) said Debenture and the shares
issuable upon conversion of the Debenture shall have first been registered under
the Act and all applicable state securities laws; or (ii) the Payee shall have
first delivered to the Maker a written opinion of counsel (in form and substance
reasonably satisfactory to the Company), to the effect that the proposed sale or
transfer of the Debenture or the shares issuable upon conversion of the
Debenture are exempt from the registration provisions of the Act, and the rules
promulgated thereunder, and all applicable state securities laws.
10. Certain Restrictions. The Maker shall not, without the prior
written consent of the holders of a majority of Debentures:
(i) declare, order or pay any dividend (other than dividends
payable solely in shares of stock);
(ii) redeem any securities;
(iii) adjust the salary and benefits (increase or decrease) for
employees that are officers of the Corporation;
(iv) sell all or substantially all of the assets of the Maker;
(v) restructure the Maker, including a merger, consolidation,
liquidation, recapitalization, or other such actions;
(vi) increase or decrease the number of directors of the Maker;
(vii) commence any new business venture, new office, or invest or
acquire any new entity which would require an investment of Twenty Five Thousand
($25,000) Dollars or more in a one year period;
(viii) authorize and/or issue new shares of stock of the Maker;
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<PAGE>
(ix) enter into and approve any agreement or contract for the
purchase of goods, services or other items between the Maker, a Stockholder, or
a member of a Stockholder's immediate family; or
(x) enter into a contract for employment or for a consultant.
11. Miscellaneous.
(a) Waivers. No waiver of any term or condition of this Debenture
shall be construed to be a waiver of any succeeding breach of the same term or
condition. No failure or delay of Payee to exercise any power hereunder, or to
insist upon strict compliance by Maker of any obligations hereunder, and no
custom or other practice at variance with the terms hereof shall constitute a
waiver of the right of Payee to demand exact compliance with such terms.
(b) Invalid Terms. In the event any provision contained in this
Debenture shall, for any reason, be held invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Debenture, and this Debenture shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein.
(c) Successors. This Debenture shall be binding upon Maker, its
legal representatives, successors and assigns, and inure to the benefit of
Payee, its legal representatives, successors and assigns.
(d) Controlling Law. This Debenture shall be read, construed and
governed in all respects in accordance with the laws of the State of Florida.
(e) Amendments. Any provision in this Debenture to the contrary
notwithstanding, changes in or additions to this Debenture may be made by the
Maker, and compliance with any covenant or condition herein set forth may be
omitted, if the Maker shall obtain from the holder of this Debenture their
consent thereto in writing.
(f) Notices. All notices, requests, demands and other
communications required or permitted to be given hereunder shall be sufficiently
given if addressed to the Maker at its executive offices, and to Payee at
_________________________________, posted in the U.S. mail by certified or
registered mail, return receipt requested. Any party may change said address by
giving the other party hereto notice of such change of address. Notice given as
hereinabove prescribed shall be deemed given on the date of its deposit in the
United States mail and, unless sooner received, shall be deemed received by the
party to whom it is addressed on the fifth calendar day following the date on
which said notice is deposited in the mail.
(g) Construction of Terms. Whenever the context so requires, any
gender is deemed to include any other, and the singular is deemed to include the
plural, and conversely.
(h) Headings. All section and subsection headings herein, wherever
they appear, are for convenience only and shall not affect the construction of
any terms herein.
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(i) No Shareholder Rights. Nothing contained in this Debenture
shall be construed as conferring upon the Payee or any other person the right to
vote or to consent or to receive notice as a shareholder in respect of meetings
of shareholders for the election of directors of the Maker or any other matters
or any other rights whatsoever as a shareholder of the Maker; and no dividends
or interest shall be payable or accrued in respect to this Debenture or the
interest represented thereby or the Conversion Shares obtainable hereunder
until, and only to the extent that, this Debenture shall have been converted.
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IN WITNESS WHEREOF, the undersigned has caused this Debenture to be
executed by its duly authorized officer and its seal affixed hereto, as of the
day and year first above written.
INTERNATIONAL COSMETICS MARKETING CO.
By:
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Stephanie McAnly, President
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