SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
(Amendment No. 8)(1)
BCT INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
055-355-101
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(CUSIP Number)
Steven N. Bronson
900 Third Avenue, Suite 201
New York, New York 10022
(212) 610-2778
with a copy to:
James A. Prestiano, Esq.
317 Madision Avenue
Suite 2310
New York, New York 10017
(212) 949-9696
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 5, 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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
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(1) 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 (the "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>
CUSIP No. 055-355-101 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven N. Bronson
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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*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF
SHARES 545,082
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
545,082
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,082
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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)
9.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Except as expressly restated and amended below, the Schedule 13D and
amendments thereto, as filed on behalf of Steven N. Bronson with respect to the
shares of common stock (the "Common Stock") of BCT International, Inc., a
Delaware corporation, with its principal offices located at 3000 NE 30th Place,
5th Floor, Fort Lauderdale, Florida 33306 ("Issuer"), remains in full force and
effect. The Issuer's most recent periodic report filed under the Act, indicated
that as of January 14, 2000 the Issuer had 5,820,625 shares of common stock
issued and outstanding.
Item 2. Identity and Background.
(a) This Amendment No. 8 to Schedule 13D is being filed on behalf of
Steven N. Bronson.
(b) Mr. Bronson's business address is 900 Third Avenue, Suite
201, New York, New York 10022.
(c) Mr. Bronson is the President and sole shareholder of Catalyst
Financial LLC ("Catalyst"), a broker-dealer licensed under the Act. The
principal place of business of Catalyst is 900 Third Avenue, Suite 201, New
York, New York 10022.
(d) Mr. Bronson has not, during the past five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Bronson has not, during the past five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction nor has Mr. Bronson been or is now subject to a judgment, decree,
or final order enjoining further violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Bronson is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to May 5, 2000, Catalyst was a market maker in the Issuer's
Common Stock. On May 5, 2000, Catalyst ceased making a market in the Issuer's
Common Stock. On May 5, 2000, Catalyst held 93,082 shares of the Issuer's Common
Stock. Since Catalyst is no longer a market maker in the Issuer's Common Stock,
Mr. Bronson, as Catalyst's sole shareholder, is now reporting beneficial
ownership of such shares.
<PAGE>
Item 4. Purpose of Transaction.
On May 5, 2000, Catalyst ceased acting as a market maker for the
Issuer, as such Catalyst's holdings in the Issuer's securities are now being
reported as beneficially owned by its sole shareholder, Mr. Bronson. Mr. Bronson
owns the securities of the Issuer for investment purposes and may, depending
upon then current events, including without limitation, the then market
conditions, the Issuer's results of operations, and the then current general
business climate, decide to increase or decrease his position in the Issuer.
Other than as described above, Mr. Bronson does not have any plans
or proposals which relate or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any vacancies on the Board of Directors of the Issuer;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by_laws, or instruments
corresponding thereto or any actions which may impede the acquisition or control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted form
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;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)(b) Mr. Bronson may be deemed to beneficially own an aggregate of
545,042 shares of the Issuer's Common Stock, representing approximately 9.4% of
the total shares of Common Stock deemed outstanding. With respect to such shares
of Common Stock, Mr. Bronson owns of record 545,042 shares of Common Stock, as
to which he possesses sole voting and disposition power.
(c) Not applicable.
(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 of the Issuer.
(e) Not applicable.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information as set forth in this statement is true, complete
and correct.
Date: May 25, 2000
/s/ Steven N. Bronson
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Steven N. Bronson
