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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ASPEN IMAGING INTERNATIONAL, INC.
---------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
045301108
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(CUSIP Number)
Stephen R. Kalette, 3830 Kelley Avenue, Cleveland, OH 44114 (216)881-5300 x3200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 1995
---------------
(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 disclosures provided in a prior cover page.
The information required on the remainder of this coverpage 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).
Continued on the following page(s)
Page 1 of 9 Pages
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CUSIP No. 045301108 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Buckeye Business Products, Inc. Division of Bobbie Brooks, Incorporated
2 Check the Appropriate Box if a member of a Group* (a) / /
(b) / x /
3 SEC USE ONLY
4 Source of Funds*
WC, OO, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PUERSUANT TO ITEMS
2(d) or (2e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,732,388
PERSON
WITH 9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,732,388
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,388
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 045301108 13D Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Kanner
2 Check the Appropriate Box if a member of a Group* (a) / /
(b) / x /
3 SEC USE ONLY
4 Source of Funds*
PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PUERSUANT TO ITEMS
2(d) or (2e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,732,388
PERSON
WITH 9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,732,388
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,388
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 045301108 13D Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pubco Corporation
2 Check the Appropriate Box if a member of a Group* (a) / /
(b) / x /
3 SEC USE ONLY
4 Source of Funds*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PUERSUANT TO ITEMS
2(d) or (2e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,732,388
PERSON
WITH 9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,732,388
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,388
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 5 of 9 Pages
SCHEDULE 13D
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STATEMENT
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ITEM 1. Security and Issuer.
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The Schedule 13D as originally filed, related to the Common Stock, no
par value of Aspen Imaging International, Inc., a Colorado
Corporation, which had its principal business and executive offices
at 555 Aspen Ridge Drive, Lafayette, Colorado 80026.
The Schedule 13D is amended to reflect that: (i) Aspen Imaging
International, Inc. (the "Issuer") was reincorporated in the State of
Delaware on February 24, 1994, (ii) the Issuer relocated its
principal business offices to 1500 Cherry Street, Suite B,
Louisville, Colorado 80027 and relocated its principal executive
offices to 3830 Kelley Avenue, Cleveland, Ohio 44114, and (iii) its
Common Stock without par value was converted into Common Stock, par
value $.001 per share ("Common Stock").
ITEM 2. Identity and Background.
-----------------------
The Schedule 13D was originally filed on behalf of Buckeye Business
Products, Inc., a Nevada corporation ("BBP"), with principal business
and executive offices located at 3830 Kelley Avenue, Cleveland, Ohio
44114. BBP was a manufacturer and distributor of supplies for office
and home printing devices. Its primary products were inked fabric
ribbons for impact printers and computer stock tab paper. BBP also
distributed magnetic media, toner, print bands and OEM brand ribbons.
The Schedule 13D was also filed on behalf of Robert H. Kanner
("Kanner"), individually, who was the Chairman and CEO of BBP and its
sole stockholder. Kanner is a US citizen whose business adress is
also 3830 Kelley Avenue, Cleveland, Ohio 44114. In addition to his
position at BBP, Kanner is also the President, CEO, and CFO Pubco
Corporation ("Pubco") and its 90% subsidiary, Bobbie Brooks,
Incorporated (Brooks") each of which are Delaware corporation and
maintain their principal business and executive offices at 3830
Kelley Avenue, Cleveland, Ohio 44114.
During the five year period ending with the date of the filing of the
original Schedule 13D, neither BBP nor Kanner had been convicted in
any criminal proceedings, nor had any of such reporting persons been
a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result been subject to a judgment,
decree or final order enjoining violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
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Page 6 of 9 Pages
The Schedule 13D is amended to reflect that effective January 1,
1994, BBP became a division of Brooks ("Buckeye"), but continues to
maintain its principal business and executive offices located at 3830
Kelley Avenue, Cleveland, Ohio 44114. Buckeye remains a manufacturer
and distributor of supplies for office and home printing devices.
Its primary products are inked fabric ribbons for impact printers and
computer stock tab paper. Buckeye also distributes magnetic media,
toner, print bands and OEM brand ribbons.
The Schedule 13D is also amended to reflect that it is filed on
behalf of Pubco which is the controlling stockholder of Brooks, and
Kanner, individually, who is the Chairman and CEO of Buckeye and the
majority stockholder of Pubco. In addition to his position at
Buckeye, Kanner remains the President, CEO, and CFO of Brooks and
Pubco, each of which continue to maintain their principal business
and executive offices at 3830 Kelley Avenue, Cleveland, Ohio 44114.
The Schedule 13D is also amended to reflect that during the past five
years none of Buckeye, Pubco, Brooks or Kanner has been convicted in
any criminal proceedings, nor has any of such reporting persons been
a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result been subject to a judgment,
decree or final order enjoining violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds and Other Consideration.
--------------------------------------------------
The Schedule 13D as originally filed reflected that the purchase of
the Issuer's shares was made by BBP and that the Purchase Price was
derived from working capital resources of BBP and personal funds of
Kanner.
The Schedule 13D is amended to reflect there has been a change in the
percentage of the Issuer owned by Buckeye. This change was not the
result of purchases of the Issuer's stock by Buckeye; rather, it was
the result of the Issuer purchasing some of its own shares in the
open market.
ITEM 4. Purpose of Transaction.
----------------------
The Schedule 13D as originally filed stated that the purpose of the
transaction was to invest in and influence the affairs of the
Issuer. The Schedule 13D as originally filed reported that there
were no present plans or proposals which would have resulted in any
of the transactions described in paragraphs (a) through (j) of Item 4
of Schedule 13D except:
(a) An extraordinary transaction in the nature of a merger or other
business combination is possible in the future if the facts and
circumstances warrant such a transaction; and
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Page 7 of 9 Pages
(b) The Stock Purchase Agreement between the Issuer and BBP
contemplated that the existing Board of Directors would be
reduced to five, all but two of the existing members of the
Issuer's Board would resign and three nominees of BBP would be
appointed in their stead, resulting in effective control of such
Board of Directors by BBP; and
(c) BBP or Kanner might purchase additional shares of stock in the
Issuer at some time or times in the future.
The Schedule 13D is amended to reflect that (i) during the first
calendar quarter of 1994, the Issuer was reincorporated in the State
of Delaware and all of the members of its Board of Directors were
reelected as members of its Board of Directors, and (ii) during the
fourth calendar quarter of 1994, the remaining two original Directors
of the Issuer resigned and were replaced.
The Schedule 13D is also amended to reflect that in addition to the
transactions described in paragraphs (a) to (c) above, the Issuer has
announced in various public filings that it might consider entering
into an extraordinary transaction in the nature of a merger, asset
acquisition or other business combination with Brooks and/or Pubco if
the facts and circumstances warrant such a transaction.
ITEM 5. Interest in Securities of the Issuer.
------------------------------------
The Schedule 13D as originally filed reported that:
(a) BBP was the owner of 1,732,388 shares of the Issuer's Common
Stock representing approximately 41% of the issued and
outstanding Common Stock of the Issuer. While Kanner did not
own any of the Issuer's shares of record, he was the sole
stockholder of BBP and may be deemed to be the owner of the
Issuer's shares owned by BBP.
(b) BBP and Kanner may be deemed to have shared power to vote and to
dispose or to direct the disposition of all of the Issuer's
shares owned by BBP.
(c) Neither BBP nor Kanner had effected any transactions in the
Issuer's Common Stock prior to the event requiring the filing of
the original Schedule 13D.
The Schedule 13D is amended to reflect that the Issuer has been
purchasing its own shares in the open market since February 15,
1995. As a result of such purchases, the Issuer's outstanding shares
have decreased and, without any additional purchases, the percentage
of the Issuer's Common Stock owned by Buckeye has increased.
The Schedule 13D is also amended to reflect that (i) Buckeye is now
the owner of 1,732,388 shares of the Issuer's Common Stock
representing approximately 43% of the issued and outstanding Common
Stock of the Issuer, and (ii) while neither Kanner nor Pubco own any
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Page 8 of 9 Pages
of the Issuer's shares of record, Kanner is the majority stockholder
of Pubco and Pubco is the controlling stockholder of Brooks and as
such, Kanner and Pubco may be deemed to be the owner of the Issuer's
shares owned by Buckeye.
The Schedule 13D is also amended to reflect that Buckeye, Pubco and
Kanner may be deemed to have shared power to vote and to dispose or
to direct the disposition of all of the Issuer's shares owned by
Buckeye.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
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Respect to Securities of the Issuer.
-----------------------------------
The Schedule 13D as originally filed reported that BBP purchased
1,000,000 of the Issuer's shares directly from the Issuer for $1.65
per share in cash and purchased the remaining 732,388 of its shares
directly from the then President of the Issuer for $1.65 per share in
cash. The Issuer's President remained President of the Issuer. The
acquisition of the Issuer's stock was effected by separate Stock
Purchase Agreements between BBP and the Issuer and between BBP and
the Issuer's then President.
The Schedule 13D is amended to reflect that (i) all of the shares
originally purchased by BBP are now owned by Buckeye, and (ii) the
Issuer's then President resigned as both President and a Director of
the Issuer during the fourth calendar quarter of 1994.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
(a) The Schedule 13D as originally filed contained a copy of the
Stock Purchase Agreement between the Issuer and BBP.
The amended Schedule 13D incorporates by reference that Exhibit
(a) filed July 21, 1993.
(b) The Schedule 13D as originally filed also contained a copy of
the Stock Purchase Agreement between Peter C. Williams, then the
Issuer's President, and BBP.
The amended Schedule 13D incorporates by reference that Exhibit
(b) filed July 21, 1993.
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Page 9 of 9 Pages
SIGNATURES
After resasonable 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.
BUCKEYE BUSINESS PRODUCTS, INC.
Division of BOBBIE BROOKS, INCORPORATED
August 31, 1995 By /s/ Robert H. Kanner
--------------------------------
Robert H. Kanner, Chairman & CEO
PUBCO CORPORATION
August 31, 1995 By /s/ Robert H. Kanner
--------------------------------
Robert H. Kanner, President
August 31, 1995 /s/ Robert H. Kanner
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Robert H. Kanner, individually
