UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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International Cosmetics Marketing Co.
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(Name of Issuer)
Common Stock (par value $.001)
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(Title of Class of Securities)
45938M103
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(CUSIP Number)
Nico P. Pronk
1801 Clint Moore Road, Suite 110, Boca Raton, Florida 33487
(561) 994-1191
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 13, 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 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 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 ("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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SCHEDULE 13D
CUSIP No. 45938M103 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nico P. Pronk
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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
The Netherlands
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7 SOLE VOTING POWER **
Number of 200,000 shares of Series A
Shares Convertible Preferred Stock and
Beneficially 458,875 shares of Common Stock
Owned by ----------------------------------------------------------
Each 8 SHARED VOTING POWER
Reporting 0
Person ----------------------------------------------------------
With 9 SOLE DISPOSITIVE POWER
200,000 shares of Series A
Convertible Preferred Stock and
458,875 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
200,000 shares of Series A Convertible Preferred Stock and
458,875 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)
90% of issued and outstanding shares of Series A Convertible
Preferred Stock; and 12.1% of the issued and outstanding shares
of Common Stock***
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14 TYPE OF REPORTING PERSON*
IN
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** Shares of Series A Convertible Preferred Stock are convertible into
shares of the common stock of International Cosmetics Marketing Co. at
a conversion price per share of $2.50 (subject to adjustment). Each
share of Series A Convertible Preferred Stock entitles Mr. Pronk to 75
votes for each vote per share of the Company's common stock on all
matters submitted to the holders of the Company's common stock for a
vote. Number of shares of common stock owned includes 17,000 shares of
International Cosmetics Marketing Co. common stock owned by Noble
International Investments, Inc. , a corporation controlled by Mr.
Pronk, and 250,000 shares of International Cosmetics Marketing Co.
common stock issuable upon the exercise of warrants owned by Noble
International Investments, Inc. See response to Item 3 and Item 5.
*** Includes 200,000 shares of Common Stock issuable upon the conversion of
200,000 shares of Series A Convertible Preferred Stock. See response to
Item 3 and Item 5.
<PAGE>
CUSIP No.45938M103 Page 3 of 6 Pages
ATTACHMENT
The Schedule 13D filed by Nico P. Pronk on October 12, 2000, is amended
in its entirety as follows:
Item 1. Security and Issuer
This report relates to shares of International Cosmetics Marketing Co.
(the "Company") Series A Convertible Preferred Stock which is convertible into
the Company's common stock, par value $.001, and shares of the Company's common
stock. The address of the Company's principal office is 6501 N.W. Park of
Commerce Blvd., Suite 205, Boca Raton, Florida 33487.
Item 2. Identity and Background
(a) Name: Nico P. Pronk
(b) Principal Business: Mr. Pronk is the principal of Noble
International Investments, Inc., an NASD licensed
broker-dealer and Noble Capital Management, Inc., an
investment advisor registered with the Securities and Exchange
Commission.
(c) Address of Principal Business: 1801 Clint Moore Road, Suite
110, Boca Raton, Florida 33487.
(d) During the last five years Mr. Pronk has not been convicted in
a criminal proceeding.
(e) During the last five years Mr. Pronk has not been a party to a
civil proceeding of a judicial or administrative body.
(f) Mr. Pronk is a citizen of The Netherlands.
Item 3. Source and Amount of Funds or Other Consideration
On September 27, 2000, Mr. Pronk entered into a Stock Purchase
Agreement with the Company pursuant to which Mr. Pronk purchased 200,000 shares
of Series A Convertible Preferred Stock of the Company with personal funds for a
purchase price of $500,000.00. Two entities unrelated to Mr. Pronk also
purchased an aggregate of 21,458 shares of Series A Convertible Preferred Stock
of the Company pursuant to the Stock Purchase Agreement. Mr. Pronk disclaims
beneficial ownership of the shares of Series A Convertible Preferred Stock
purchased by the two unrelated entities. Each share of Series A Convertible
Preferred Stock entitles Mr. Pronk to 75 votes for each vote per share of the
Company's common stock on all matters submitted to the holders of the Company's
common stock for a vote which gives Mr. Pronk voting power in excess of 70% of
the issued and outstanding common stock of the Company. Shares of the Series A
Convertible Preferred Stock are convertible into shares of the Company's common
stock at $2.50 per share, subject to adjustment in certain circumstances. Any
shares of the Series A Convertible Preferred Stock that are not converted prior
to September 30, 2005, may be redeemed by the Company at a price of $7.50 per
share. In the event of a liquidation, dissolution or winding up of the Company,
the holders of the Series A Convertible Preferred Stock are entitled to receive
a liquidation preference of $2.50 per share of Series A Convertible Preferred
Stock prior to any distributions to the holders of the Company's common stock.
The consent of the holders of at least a majority of the voting power of the
outstanding Series A Convertible Preferred Stock is required prior to the
Company entering into material transaction, sale or issuance of any capital
stock of the Company, amending its articles of incorporation or bylaws,
declaring or paying dividends on any class of stock and taking certain other
activities.
On October 13, 2000, Noble International Investments, Inc. ("NII"), a
corporation controlled by Mr. Pronk, entered into a financial consulting
agreement with the Company (the "Consulting Agreement"). As partial
consideration for NII's services under the Consulting Agreement, the Company
issued NII warrants (the "Warrants") to purchase 250,000 shares of the Company's
common stock at $2.50 per share. Since Mr. Pronk controls NII, Mr. Pronk is
deemed to beneficially own the shares of the Company's common stock issuable
upon exercise of the warrants issued to NII. Mr. Pronk is also deemed to
beneficially own an additional 17,000 shares
<PAGE>
CUSIP No.45938M103 Page 4 of 6 Pages
of the Company's common stock owned by NII (the "NII Shares") which Mr. Pronk
previously disclaimed beneficial ownership of.
Item 4. Purpose of the Transaction
Mr. Pronk purchased the Series A Convertible Preferred Stock for the
purposes of making an investment in the Company to give the Company working
capital and to give Mr. Pronk voting control of the Company. Each share of
Series A Convertible Preferred Stock entitles Mr. Pronk to 75 votes for each
vote per share of the Company's common stock on all matters on which the holders
of the Company's common stock are entitled to vote. The Series A Convertible
Preferred Stock also entitles the holders thereof to vote as a separate class in
certain circumstances.
The shares of the Company's common stock issuable upon exercise of the
Warrant are beneficially owned by Mr. Pronk as a result of and as consideration
for consulting services to be provided to the Company by NII pursuant to the
Consulting Agreement. The NII Shares were acquired for investment purposes.
As of the date of this filing and except as disclosed herein, Mr. Pronk
does not have definitive intentions to cause the Company to take any actions
which relate to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries;
(d) Any material change in the present capitalization or dividend
policy of the Company;
(e) Any other material change in the Company's business or
corporate structure;
(f) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(g) Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(h) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(i) Any action similar to any of those enumerated above.
Mr. Pronk will however continue to evaluate his investment in the
Company based on various factors including the Company's financial condition and
results of operations and effectiveness of the Company's current management to
achieve positive results in connection therewith. Based on such evaluation, and
in an effort to maximize long term value of the Company, Mr. Pronk may, in
addition to any other action (i) recruit additional members for the Company's
Board of Directors (including outside directors) or management team and (ii)
remove members of the Company's current Board of Directors. Mr. Pronk does
intend to initiate an increase the size of the Company's Board of Directors by
adding himself and an unspecified number of other individuals to the board.
<PAGE>
CUSIP No.45938M103 Page 5 of 6 Pages
Item 5. Interest in Securities of the Issuer
Mr. Pronk beneficially owns 458,875 shares of the Company's common
stock including: (a) 191,875 shares of the Company's common stock issued to Mr.
Pronk in January 1997 as founder's stock; (b) 250,000 shares of the Company's
common stock issuable upon exercise of the Warrants; (c) 17,000 shares of the
Company's common stock owned by NII which Mr. Pronk beneficially owns; and (d)
not including 200,000 shares of the Company's common stock issuable upon the
conversion of the Series A Convertible Preferred Stock.
According to the Company's amended Quarterly Report for the period
ended March 31, 2000, there were 4,766,730 shares of the Company's common stock
outstanding and no shares of any class or series of preferred stock of the
Company then outstanding. Because each share of Series A Convertible Preferred
Stock entitles Mr. Pronk to 75 votes for each vote per share of the Company's
common stock on all matters submitted to the holders of the Company's common
stock for a vote, Mr. Pronk has the right to 15,000,000 votes (or 76% of the
total vote) on all such matters (not including Mr. Pronk's ability to vote the
additional 208,875 shares of the Company's common stock Mr. Pronk currently
beneficially owns or the 250,000 shares of the Company's common stock issuable
upon exercise of the Warrants) which gives Mr. Pronk the ability to control the
outcome of all matter submitted to a vote of the Company's shareholders. Based
on the current conversion price of the Series A Convertible Preferred Stock, the
shares of Series A Convertible Preferred Stock owned by Mr. Pronk would be
convertible into 200,000 shares of the Company's common stock, which together
with the 458,875 shares of the Company's common stock beneficially owned by Mr.
Pronk (and assuming exercise of the Warrant) would equal 12.1% of the Company
issued and outstanding common stock.
Mr. Pronk has the sole power to vote and to dispose of all shares of
Series A Convertible Preferred Stock and shares of the Company's common stock
referenced herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as described in this statement, there are no contracts,
arrangements, understandings or relationships between Mr. Pronk and any other
person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Stock Purchase Agreement dated September 27, 2000 between
International Cosmetics Marketing Co., Nico P. Pronk and two
unrelated purchasers.*
Exhibit 2 Articles of Amendment to the Articles of Incorporation of
International Cosmetics Marketing Co. authorizing Series A
Convertible Preferred Stock.*
Exhibit 3 Financial Consulting Agreement dated October 13, 2000,
between International Cosmetics Marketing Co. and Noble
International Investments, Inc.
* Previously Filed
<PAGE>
CUSIP No.45938M103 Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
/s/ Nico P. Pronk
Date: October 20, 2000 -----------------------------
Nico P. Pronk, individually
