UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MYSTIQUE DEVELOPMENTS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
628652109
(CUSIP Number)
Kim M. Fuerst With copies to:
President and Patricia M. Merrick, Esq.
Chief Executive Officer Davis, Graham & Stubbs LLP
Mystique Developments, Inc. 370 17th Street, Suite 4700
1820 South Elena Avenue, Ste. B Denver, Colorado 80202
Redondo Beach, California 90277 (303) 892-9400
(310) 546-5741
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
SEPTEMBER, 1996
(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 o.
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 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).
Page 1 of 5 pages
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Mystique Developments, Inc. Page 2 of 5 Pages
SCHEDULE 13D August 21, 1997
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Faisal Chaudhary
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 612,500 (See Item 5.)
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
612,500 (See Item 5.)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
612,500 (See Item 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30%, based upon 1,545,076 shares of Common Stock
outstanding as of the date hereof.
14 TYPE OF REPORTING PERSON*
IN
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Mystique Developments, Inc. Page 3 of 5 Pages
SCHEDULE 13D August 21, 1997
ITEM 1. SECURITY AND ISSUER.
Shares of Common Stock, par value $.01 per share (the "Shares") of:
Mystique Developments, Inc.
1820 South Elena Avenue, Suite B
Redondo Beach, California 90277
(310) 546-5741
The names and addresses of the principal executive officers of the Company
are as follows:
<TABLE>
<CAPTION>
NAME TITLE ADDRESS
<S> <C> <C>
Kim M. Fuerst President and CEO 1820 South Elena Avenue,
Suite B, Redondo Beach, CA 90277
Faisal Chaudhary Secretary 1820 South Elena Avenue,
Suite B, Redondo Beach, CA 90277
David L. Milanesi Treasurer, Chief Financial 1801 Broadway, Suite 600
& Accounting Officer Denver, CO 80202
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND.
(a) Faisal Chaudhary
(b) 1820 South Elena Avenue, Suite B, Redondo Beach, CA 90277
(c) Secretary, Treasurer and Director of Issuer.
(d) Mr. Chaudhary has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Chaudhary has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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) United States
Page 3 of 5 pages
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Mystique Developments, Inc. Page 4 of 5 Pages
SCHEDULE 13D August 21, 1997
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In September 1996, Mr. Chaudhary acquired 112,500 Shares at $.25 per Share
in a private transaction from Mystique Resources Company. The acquisition
resulted in an equity ownership position of 20.1 percent for Mr. Chaudhary. Mr.
Chaudhary used his own funds for the acquisition. Additionally, on October 18,
1996, the Issuer granted Mr. Chaudhary a director stock option to purchase up to
500,000 Shares at an exercise price of $1.00 per share, increasing Mr.
Chaudhary's beneficial equity ownership position to 58 percent. Concurrently
therewith, however, the Company undertook a private placement of 985,000 Shares,
which resulted in a reduction of Mr. Chaudhary's equity position to
approximately 30 percent.
ITEM 4. PURPOSE OF TRANSACTION.
In September 1996, the three members of the board of directors of the
Company resigned, and Mr. Chaudhary was appointed to fill one of the resulting
vacancies. Mr. Chaudhary acquired his Shares at approximately the same time as
his directorship, and concurrently therewith, assumed the offices of Secretary
and Treasurer of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) Mr. Chaudhary beneficially owns 612,500 Shares, which includes
stock options to purchase 500,000 Shares, presently exercisable at $1.00 per
Share. Mr. Chaudhary's beneficial ownership represents approximately 30% of the
Company's Shares. Mr. Chaudhary has sole voting and dispositive power over such
Shares.
(c) Mr. Chaudhary has not been involved in any Share transactions during
the last sixty days.
(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, any
Shares.
(e) Mr. Chaudhary continues to be the beneficial owner of more than five
percent of the Company's Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Page 4 of 5 pages
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Mystique Developments, Inc. Page 5 of 5 Pages
SCHEDULE 13D August 21, 1997
There are no contracts, arrangements, understandings or relationships
between Mr. Chaudhary and any other person with respect to any securities of the
Company other than an Option Agreement, dated October 18, 1996, between the
Company and Mr.Chaudhary, for the purchase of 500,000 Shares at an exercise
price of $1.00 per Share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Stock Option Agreement, dated October 18, 1996, between the
Company and Mr.Chaudhary.
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 August 21, 1997 /s/ Faisal Chaudhary
----------------------------------------
Faisal Chaudhary
Secretary and Director
Page 5 of 5 pages
EXHIBIT A
OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)
THIS AGREEMENT is made effective as of October 18, 1996, by and between
MYSTIQUE DEVELOPMENTS, INC. (the "Company") whose address is 1820 South Elena
Avenue, Suite B, Redondo Beach, California 90277 and FAISAL CHAUDHARY (the
"Optionee") whose address is 1101 Dove Street, Suite 230, Newport Beach,
California 92660.
RECITALS:
A. As of October 18,1996, the board of directors of the Company approved a
resolution granting stock options to all directors of the Company in order to
attract and retain exceptional people to serve on the board of directors.
B. The resolution authorizes the granting of options to purchase 500,000
shares of the Company's common stock, $.01 par value per share, to the Optionee,
as a director of the Company.
C. The Optionee is desirous of obtaining such stock option on the terms and
conditions herein contained.
IT IS THEREFORE agreed by and between the parties, for and in consideration
of the premises and the mutual covenants herein contained and for other good and
valuable consideration, as follows:
1. THE OPTION.The Company hereby confirms and acknowledges that it has
granted to the Optionee an option to purchase Five Hundred Thousand (500,000)
shares of common stock, $.01 par value, of the Company (the "Shares") upon the
terms and conditions herein set forth (the "Option"). The date of grant is
October 18, 1996.
2. PURCHASE PRICE. The Purchase Price of the Shares which may be purchased
pursuant to the Option is $1.00 per share.
3. OPTION TERM. The Option shall continue for ten years after the date of
grant set forth in paragraph 1 unless sooner terminated or modified under the
provisions of this Agreement, and shall automatically expire at 12:00 a.m. on
the tenth anniversary of such date of grant.
4. NUMBER OF SHARES UNDER OPTION. The Option is immediately vested, and may
be exercised by the Optionee to purchase all or a portion of the total number of
Shares specified in paragraph 1 at any time prior to the expiration or
termination of the Option.
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5. NOTICE OF EXERCISE. The Option may be exercised in whole or in part by
delivering to the Company written notice of exercise, together with payment in
full for the Shares being purchased upon such exercise.
6. ISSUANCE OF STOCK CERTIFICATES. The Company will, upon receipt of such
notice and payment, issue or cause to be issued to the Optionee (or to his
personal representative or other person entitled thereto) a stock certificate
for the number of Shares purchased thereby.
7. TAXES. The Optionee hereby agrees he is responsible for payment of the
appropriate amount of federal, state and local taxes attributable to the
Optionee's exercise of the Option.
8. SECURITIES LAWS. Neither this Option nor the Shares have been registered
under the Securities Act of 1933, as amended (the "Act"), or under any blue sky
or other state securities laws. Optionee therefore represents and agrees that:
(i) the Option shall not be exercisable unless the purchase of Shares upon the
exercise of the Option is pursuant to an applicable effective registration
statement under the Act, or unless in the opinion of counsel for the Company,
the proposed purchase of such Shares would be exempt from the registration
requirements of the Act, and from the qualification requirements of any state
securities law; (ii) upon exercise of the Option, he will acquire the Shares for
his own account for investment and not with any intent or view to any
distribution, resale or other disposition of the Shares; (iii) he will not sell
or transfer the Shares, unless they are registered under the Act, except in a
transaction that is exempt from registration under the Act, and each certificate
issued to represent any of the Shares shall bear a legend calling attention to
the foregoing restrictions and agreements. The Company may require, as a
condition of the exercise of the Option, that the Optionee sign such further
representations and agreements as it reasonably determines to be necessary or
appropriate to assure and to evidence compliance with the requirements of the
Act.
9. NO RIGHTS IN SHARES UNTIL ISSUED. The Optionee shall have no rights as a
stockholder with respect to the Shares which may be purchased pursuant to the
Option until such Shares are issued to the Optionee.
10. GOVERNING LAW. THIS AGREEMENT IS ENTERED INTO AND SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.
11. AMENDMENT. The terms and conditions contained herein may be amended
from time to time by mutual agreement between the Optionee and the Board of
Directors.
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IN WITNESS WHEREOF, the parties have hereunto affixed their signatures in
acknowledgment and acceptance of the above terms and conditions on the date
first above mentioned.
MYSTIQUE DEVELOPMENTS, INC.
By: /s/ Kim M. Fuerst
--------------------------------------
Title: President
-----------------------------------
OPTIONEE
/s/ Faisal Chaudhary
-----------------------------------------
Faisal Chaudhary, Director
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