<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________________)*
Cade Industries, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
127382 10 9
(CUSIP Number)
Ms. Janet L. Hennessy
Advent International Corporation
101 Federal Street
Boston, MA 02110
(617) 951-9400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 30, 1994
(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 this statement /X/. (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 the 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 the
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 20 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 127382 10 9 PAGE 2 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Advent International Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 1,935,258
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,935,258
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,935,258
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
14 TYPE OF REPORTING PERSON*
CO, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 127382 10 9 PAGE 3 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Advent International Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 979,509
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 979,509
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,509
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 127382 10 9 PAGE 4 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
International Network Fund Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 833,191
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 833,191
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
833,191
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 127382 10 9 PAGE 5 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adventact Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 271,731
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 271,731
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
271,731
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 127382 10 9 PAGE 6 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adhill Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 218,977
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 218,977
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,977
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 127382 10 9 PAGE 7 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adwest Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 218,977
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 218,977
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,977
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 127382 10 9 PAGE 8 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adval Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 196,207
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 196,207
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
196,207
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 127382 10 9 PAGE 9 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Techno-Ventures Hong Kong Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
NUMBER OF 7 SOLE VOTING POWER 122,558
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 122,558
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,558
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 127382 10 9 PAGE 10 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HKVIT Management Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 122,558
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 122,558
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,558
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 11
SCHEDULE 13D
CUSIP NO. 127382 10 9 PAGE 11 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hong Kong Venture Investment Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER 122,558
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 122,558
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,558
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 12
SCHEDULE 13D
CUSIP NO. 127382 10 9 PAGE 12 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Advent International Technology Fund Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 7 SOLE VOTING POWER 73,617
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 73,617
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,617
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 13
CUSIP No. 127382-10-9 Schedule 13D Page 13 of 20
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Reporting Persons' (as
defined in Item 2 below) beneficial ownership interest in the Common Stock,
$0.001 par value (the "Common Stock") of Cade Industries, Inc., a Wisconsin
corporation (the "Corporation"). The CUSIP number associated with such Common
Stock is 127832-10-9. The address of the principal executive office of the
Corporation is 5640 Enterprise Drive, Lansing, Michigan 48909.
Item 2. Identity and Background
(a) (b) (c) and (f) This statement is being filed by the following
entities:
(1) Advent International Corporation, a Delaware corporation;
(2) Advent International Limited Partnership, a Delaware limited
partnership;
(3) Adventact Limited Partnership, a Delaware limited partnership;
(4) Adhill Limited Partnership, a Delaware limited partnership;
(5) Adwest Limited Partnership, a Delaware limited partnership;
(6) Adval Limited Partnership, a Delaware limited partnership;
(7) Advent International Technology Fund Limited Partnership, an
Ontario, Canada limited partnership;
(8) Techno-Ventures Hong Kong Limited, a Hong Kong corporation;
(9) HKVIT Management Limited Partnership, a Delaware limited partnership;
(10) Hong Kong Venture Investment Trust, a Cayman Islands trust;
(11) International Network Fund Limited Partnership, a Delaware limited
partnership;
The persons serving as directors and executive officers of Advent
International Corporation and Techno-Ventures Hong Kong Limited are
set forth on Schedule A hereto.
The entities listed in subparagraphs (1) through (11) above are herein
collectively referred to as the "Reporting Persons" and individually as a
"Reporting Person." Advent International Corporation ("Advent") is an
investment advisory firm. Advent is the general partner of Advent
International Limited Partnership ("AILP"). Adventact Limited Partnership,
Adhill Limited Partnership, Adwest Limited Partnership, Adval Limited
Partnership
<PAGE> 14
CUSIP No. 127382-10-9 Schedule 13D Page 14 of 20
and Advent International Technology Fund Limited Partnership are
each venture capital investment funds the general partner of which
is AILP. International Network Fund Limited Partnership is a
venture capital investment fund the general partner of which is
Advent. Techno-Ventures Hong Kong Limited ("TVHK") is a investment
advisory firm. Advent and TVHK are the general partners of HKVIT
Management Limited Partnership ("Management"). Hong Kong Venture
Investment Trust is a venture capital investment fund the general
partner of which is HKVIT Management. Except as otherwise stated
on Schedule A hereto, the principal business address of all of the
Reporting Persons is c/o Advent International Corporation, 101
Federal Street, Boston, MA 02110.
(d) (e) During the last five years, none of the Reporting Persons
nor any person listed on Schedule A has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting Persons nor any
person listed on Schedule A has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a
result of which any such person was or is 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 violations with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired the Corporation's Common Stock by
exchanging their Pollux Corporation ("Pollux") common stock for the
Corporation's Common Stock at a rate of 1:1.23048 pursuant to the
terms of an Agreement and Plan of Merger (the "Merger Agreement")
by and among Pollux, H.A.C. Corporation, the Corporation and Pollux
Acquisition Corporation, dated as of May 24, 1994 and effective on
November 30, 1994.
Item 4. Purpose of the Transaction.
The Reporting Persons originally invested in Pollux, a privately-
held company, over a period of time beginning in 1988. Effective
November 30, 1994, pursuant to the Merger Agreement and following
approval by the stockholder of both corporations, Pollux merged
with and into a wholly-owned subsidiary of the Corporation. In the
merger, the Reporting Persons' Pollux common stock was
automatically converted into an aggregate of approximately 9% of
the then-outstanding shares of the Corporation's Common Stock.
The terms of the Merger Agreement provide for up to an additional
881,995 (361,687 in aggregate to the Reporting Persons) shares (the
"Earnout Shares") of the Corporation's Common Stock to be issued
to the former Pollux shareholders. The ultimate number of Earnout
Shares issued is contingent upon the earnings of Pollux Acquisition
Corporation exceeding certain benchmarks for the periods from
November 30, 1994 to December 31, 1994; January 1, 1995 to December
31, 1995; and January 1, 1996 to December 31, 1996; respectively.
Such Earnout Shares will be issued by the Corporation on the 20th
business day following the date the Corporation publicly releases
earnings for fiscal 1994, 1995 and 1996, respectively.
<PAGE> 15
CUSIP No. 127382-10-9 Schedule 13D Page 15 of 20
The Merger Agreement also required that Steven M. Tadler, a Senior
Vice President of Advent International Corporation, be nominated for
election as a director of Cade at the 1995 Annual Meeting of Shareholders
of the Corporation held on May 2, 1995.
The Reporting Persons intend to periodically review their investment
in the Corporation. Depending upon future evaluations of the business
prospects of the Corporation and upon other developments, including, but not
limited to, general economic and business conditions and market conditions,
the Reporting Persons may determine to increase or decrease their equity
interest in the Corporation by acquiring additional securities, or by
disposing of all or a portion of the securities now held.
Except to the extent set forth above in this Item 4, none of the
Reporting Persons has any present plan or proposal which relates to or would
result in (i) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale or transfer of a material amount of
assets involving the Corporation or any of its subsidiaries, (ii) any change
in the Corporation's present Board of Directors or management, (iii) any
material changes in the Corporation's present capitalization or dividend
policy or any other material change in the Corporation's present business or
corporate structure, (iv) any change in the Corporation's charter or by-laws,
or (v) the Corporation's common stock becoming eligible for termination of its
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)
<PAGE> 16
CUSIP No. 127382-10-9 Schedule 13D Page 16 of 20
Item 5. Interest in Securities of the Issuer.
(a) The following table sets forth the aggregate number and percentage
(based upon the number of shares of Common Stock outstanding as of March
14, 1995) of the Common Stock beneficially owned by each Reporting
Person named in Item 2 of this statement. The aggregate number and
percentage of the Common Stock beneficially owned by each Reporting
Person is calculated in accordance with Rule 13d-3(d)(1).
Percentage
of Shares
Reporting Person Common Outstanding
----------------------------- ------ -----------
Adventact Limited Partnership (1) 271,731 1.3%
Adhill Limited Partnership (1) 218,977 1.0%
Adwest Limited Partnership (1) 218,977 1.0%
Adval Limited Partnership (1) 196,207 0.9%
Advent International Technology
Fund Limited Partnership (1) 73,617 0.3%
-------- ---
Advent International Limited
Partnership (1) 979,509 4.6%
Hong Kong Venture Investment Trust (2) 122,558 0.6%
-------- ---
HKVIT Management Limited
Partnership (2) 122,558 0.6%
-------- ---
Techno-Ventures Hong Kong Limited (2) 122,558 0.6%
-------- ---
International Network Fund
Limited Partnership (3) 833,191 3.9%
--------- ---
Advent International Corporation 1,935,258 9.0%
========= ===
Total Ownership of Group 1,935,258 9.0%
(1) Advent is the General Partner of AILP which in turn is the General
Partner of the indicated reporting persons. As such, Advent has the sole
power to vote and dispose of the securities owned by the indicated reporting
persons. The beneficial ownership of Advent and AILP derives from such power.
(2) Advent and TVHK are General Partners of Management which serves as the
trust manager of Hong Kong Venture Investment Trust. As such, Management
has the power to vote and dispose of the securities of Hong Kong Venture
Investment Trust. The beneficial ownership of Management and its General
Partners derives from such power.
(3) Advent is the General Partner of International Network Fund Limited
Partnership ("INF"). As such, Advent has the sole power to
<PAGE> 17
CUSIP No. 127382-10-9 Schedule 13D Page 17 of 20
vote and dispose of the securities owned by INF. The beneficial
ownership of Advent derives from such power.
Of the 1,935,258 shares held in aggregate by the Advent International
Group 330,172 are held in escrow. Some portion of these shares may
be used to satisfy certain indemnification provisions of the Merger
Agreement.
(b) Each of the Reporting Persons listed in the table set forth above
has sole voting and dispositive power over the Common Stock
beneficially owned by it as indicated above.
(c) (d) (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits.
1. Power of Attorney for Techno-Ventures Hong Kong Limited.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true,
complete and correct.
June 7, 1995
ADVENT INTERNATIONAL CORPORATION
By: Janet L. Hennessy
Vice President /s/ JANET L. HENNESSY
-----------------------------------
ADVENT INTERNATIONAL LIMITED
PARTNERSHIP
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy /s/ JANET L. HENNESSY
Vice President -----------------------------------
INTERNATIONAL NETWORK FUND LIMITED
PARTNERSHIP
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy /s/ JANET L. HENNESSY
Vice President -----------------------------------
ADVENTACT LIMITED PARTNERSHIP
By: Advent International Limited
Partnership, General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy /s/ JANET L. HENNESSY
Vice President -----------------------------------
<PAGE> 18
CUSIP No. 127382-10-9 Schedule 13D Page 18 of 20
ADHILL LIMITED PARTNERSHIP
By: Advent International Limited
Partnership, General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy /s/ JANET L. HENNESSY
Vice President -----------------------------------
ADWEST LIMITED PARTNERSHIP
By: Advent International Limited
Partnership, General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy /s/ JANET L. HENNESSY
Vice President -----------------------------------
ADVAL LIMITED PARTNERSHIP
By: Advent International Limited
Partnership, General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy /s/ JANET L. HENNESSY
Vice President -----------------------------------
TECHNO-VENTURES HONG KONG LIMITED
By: Janet L. Hennessy /s/ JANET L. HENNESSY
Attorney-in-Fact -----------------------------------
HKVIT MANAGEMENT LIMITED PARTNERSHIP
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy /s/ JANET L. HENNESSY
Vice President -----------------------------------
HONG KONG VENTURE INVESTMENT TRUST
By: HKVIT Management Limited
Partnership, Trust Manager
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy /s/ JANET L. HENNESSY
Vice President -----------------------------------
ADVENT INTERNATIONAL TECHNOLOGY
FUND LIMITED PARTNERSHIP
By: Advent International Limited
Partnership, General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy /s/ JANET L. HENNESSY
Vice President -----------------------------------
<PAGE> 19
CUSIP No. 127382-10-9 Schedule 13D Page 19 of 20
SCHEDULE A
The name and present principal occupation of each executive officer
and director of Advent International Corporation and
Techno-Ventures Hong Kong Limited are set forth below. The
business address of each executive officer and director of Advent
International Corporation is c/o Advent International Corporation,
101 Federal Street, Boston, Massachusetts 02110. The business
address of each executive officer and director of Techno-Ventures
Hong Kong Limited is c/o Techno-Ventures Hong Kong Limited, Suite
3322, 33rd Floor, Two Pacific Place, 88 Queensway, Hong Kong. All
of the persons listed below are United States citizens except for
Messrs. Christopher LEONG, William FUNG, and WONG, who are citizens
of Great Britain, and Messr. LIU who is a citizen of the Republic
of China.
<TABLE>
I. Advent International Corporation
<CAPTION>
Position with Principal
Advent International Occupation
Name Corporation (if different)
---- -------------------- --------------
<S> <C> <C>
Peter A. Brooke Chairman
Chief Executive Officer
President
Thomas R. Armstrong Director
Executive Vice President
Chief Operating Officer
Thomas H. Lauer Senior Vice President
Chief Financial Officer
Douglas R. Brown Senior Vice President
Chief Investment Officer
Mark Hoffman Director Chief Executive
Officer of
Hamilton Lunn Limited
Frank Savage Director Senior Vice
President of
Equitable Life
Assurance Society
Vice Chairman of
Equitable Capital
Management Corp.
</TABLE>
<TABLE>
II. Techno-Ventures Hong Kong Limited
<CAPTION>
Position with Principal
Techno-Ventures Occupation
Name Hong Kong Limited (if different)
---- ----------------- --------------
<S> <C> <C>
Victor FUNG Kwok King Director Executive Director
of Li & Fung Ltd.
Christopher LEONG Ka Cheong Executive Director
Martin TANG Yue-Nien Director Merchant
William FUNG Kwok Lun Director Merchant
WONG Kwong Chi Executive Director
LIU Jung Hsi Director Merchant
James Lyall Stuart Executive
Alternate Director
</TABLE>
<PAGE> 1
CUSIP No. 127382 10 9 Schedule 13D Page 20 of 20
EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Janet L. Hennessy and Thomas H. Lauer, either signing singly, his/her
true attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms 3, 4, and 5;
related to CADE INDUSTRIES, INC. in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder;
(2) execute for and on behalf of the undersigned Schedules 13D and
13G; related to CADE INDUSTRIES, INC. in accordance with Section
13 of the Securities Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form 3, 4, or 5 of Schedule 13D or 13G, and
the timely filing of such forms with the United States Securities
and Exchange Commission and any other authority; and
(4) take any other acton of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that any document filed
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with any section of either
the Securities Act of 1933 or the Securities Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 18th day of May 1995.
Techno-Ventures Hong Kong Limited
/s/ LYALL STUART
--------------------------------
By: Lyall Stuart
Title: Director
