UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Icon Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
448952 20 0
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(CUSIP Number)
December 15, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
|X| Rule13d-1(b)
|_| Rule13d-1(c)
|_| Rule13d-1(d)
*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 in 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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CUSIP NO. 448952 20 0 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Credit Suisse First Boston, on behalf of Credit Suisse
First Boston business unit
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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5 SOLE VOTING POWER
NUMBER OF 6,250,000 shares of Common Stock.
SHARES See Item 4.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 6,250,000 shares of Common Stock.
REPORTING See Item 4.
PERSON WITH 8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000 shares of Common Stock. See Item 4.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 60% of shares of Common Stock. See Item 4,
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12 TYPE OF REPORTING PERSON*
BK, HC, OO
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CUSIP NO. 448952 20 0 13G Page 3 of 7 Pages
ITEM 1(A). NAME OF ISSUER:
Icon Systems, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4835 North O'Connor Suite 134-136
Irving, Texas 84117
ITEM 2(A). NAME OF PERSON FILING:
Credit Suisse First Boston, on behalf of the Credit Suisse First
Boston business unit. See Schedule I.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
Uetlibergstrasse 231, P.O. Box 900, CH-8045 Zurich,
Switzerland
ITEM 2(C). CITIZENSHIP:
Switzerland
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value per share (the "Common Stock").
ITEM 2(E). CUSIP NUMBER:
448952 20 0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or Dealer registered under Section 15 of the Exchange
Act.
(b) |X| Bank as defined in section 3(a)(6) of the Exchange Act.
(c) |_| Insurance Company as defined in section 3(a)(19) of the
Exchange Act.
(d) |_| Investment Company registered under section 8 of the
Investment Company Act.
(e) |_| An investment advisor in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) |X| A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. |_|
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CUSIP NO. 448952 20 0 13G Page 4 of 7 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
As of January 10, 1999, Credit Suisse First Boston
(Hong Kong) Ltd. beneficially owned 6,250,000 shares of
Common Stock within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended. See Schedule I.
(b) Percent of Class:
As of January 10, 1999, Credit Suisse First Boston (Hong Kong) Ltd.
was the beneficial owner of an aggregate of 6,250,000 shares of
Common Stock, which constituted approximately 60% of the shares of
Common Stock outstanding (based upon 10,416,667 shares of Common
Stock outstanding)1. See Schedule I.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
Credit Suisse First Boston (Hong Kong) Ltd. had sole
power to vote or direct the vote of 6,250,000
shares of Common Stock. See Item 4(a) above.
(ii) Shared power to vote or direct the vote:
Not Applicable.
(iii)Sole power to dispose or to direct the disposition
of:
Credit Suisse First Boston (Hong Kong) Ltd. had sole
power to dispose or to direct the disposition of
6,250,000 shares of Common Stock. See Item 4(a) above.
(iv) Shared power to dispose or to direct the disposition of:
Not Applicable.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Not Applicable.
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1 The Issuer's most recent quarterly or yearly report filed with the SEC is an
amended quarterly report on Form 10-Q dated June 9, 1999 for the period ended
March 31, 1999 (the "Amended 10-Q"). (The Issuer is delinquent in filing reports
due for subsequent periods.) In the Amended 10-Q, the Issuer states that it has
5,431,654 shares outstanding as of March 31, 1999. However, based on a
representation made October 15, 1999 to the Reporting Person by the registered
owner of a 5,100,000 of the 6,250,000 shares (the "Shares") of Common Stock of
the Issuer of which the Reporting Person is the beneficial owner, the
Beneficially Owned Shares represent at least 60% of the Issuer's capital stock.
If Issuer's representation is true, the number of shares of Common Stock of the
Issuer outstanding may be as great as 10,416,667.
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CUSIP NO. 448952 20 0 13G Page 5 of 7 Pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
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CUSIP NO. 448952 20 0 13G Page 6 of 7 Pages
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.
JANUARY 10 , 2000
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(Date)
CREDIT SUISSE FIRST BOSTON,
ACTING SOLELY ON BEHALF OF THE CREDIT
SUISSE FIRST BOSTON BUSINESS UNIT
/S/ ROGER MACHLIS
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Name: ROGER MACHLIS
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Title: DIRECTOR
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CUSIP NO. 448952 20 0 13G PAGE 7 OF 7 PAGES
SCHEDULE I
This Schedule 13G is being filed by Credit Suisse First Boston (the
"Bank"), a Swiss bank, on behalf of itself and its consolidated subsidiaries, to
the extent that they constitute part of the Credit Suisse First Boston business
unit (the "CSFB business unit" or the "Reporting Person"). The CSFB business
unit is engaged in the corporate and investment banking, trading (equity, fixed
income and foreign exchange), private equity investment and derivatives
businesses on a worldwide basis. The Bank's registered head office is located at
Uetlibergstrasse 231, P.O. Box 900, CH-8045 Zurich, Switzerland. The Bank and
its consolidated subsidiaries engage in other separately managed activities,
most of which constitute the independently operated Credit Suisse Asset
Management business unit; the Credit Suisse Asset Management business unit
provides asset management and investment advisory services to institutional
investors worldwide.
Credit Suisse First Boston (Hong Kong) Ltd. ("CSFBHK"), a Hong Kong limited
company, and an indirect majority owned subsidiary of the Bank, directly
beneficially owns the securities reported herein. The principal business office
of CSFBHK is Three Exchange Square, 22nd Floor, 8 Connaught Place, Central, Hong
Kong. CSFBHK is a wholly owned subsidiary of Credit Suisse First Boston
(International) AG ("CSFBI"), a Swiss corporation, which is a wholly-owned
subsidiary of the Bank.
The ultimate parent company of the Bank and CSFBI, is Credit Suisse Group
("CSG"), a corporation formed under the laws of Switzerland. The principal
business of CSG is acting as a holding company for a global financial services
group with five distinct specialized business units that are independently
operated. In addition to the two business units referred to above, CSG and its
consolidated subsidiaries (other than the Bank and its subsidiaries) are
comprised of (a) the Credit Suisse Private Bank business unit that engages in
the global private banking business; (b) the Credit Suisse business unit that
engages in the Swiss domestic banking business and (c) the Winterthur business
unit that engages in the global insurance business. CSG's business address is:
Paradeplatz 8, Postfach 1, CH-8070, Zurich, Switzerland.
CSG, for purposes of certain federal securities laws, may be deemed
ultimately to control the Bank and the CSFB business unit. CSG, its executive
officers and directors, and its direct and indirect subsidiaries (including all
of the business units except the CSFB business unit), may beneficially own
shares of Common Stock, and such shares are not reported in this statement. Due
to the separate management and independent operation of its business units, CSG
disclaims beneficial ownership of shares of Common Stock beneficially owned by
its direct and indirect subsidiaries, including the Reporting Person. The
Reporting Person disclaims beneficial ownership of shares of Common Stock
beneficially owned by CSG and any of CSG's and the Bank's other business units.
