SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
Icon Systems, Inc.
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(Name of Issuer)
COMMON STOCK,
$0.001 PAR VALUE
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(Title of Class Securities)
448952 20 0
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(CUSIP Number)
Michael Watzky
Credit Suisse First Boston (Hong Kong) Ltd.
Three Exchange Square
8 Connaught Place
Hong Kong
852-2101-7050
(Name, Address and Telephone Number of Person Authorised to
Receive Notices and Communications)
July 31, 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 which 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
|X|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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).
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CUSIP NO. 448952 20 0
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Page 2 of 13
SCHEDULE 13D
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston, on behalf of Credit Suisse First Boston
business unit
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC. See Item 6
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF 7. SOLE VOTING POWER
SHARES 6,250,000 shares of common stock. See Item 5
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------
REPORTING PERSON -----------------------------------------------------
WITH
8. SHARED VOTING POWER
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9. SOLE DISPOSITIVE POWER
6,250,000 shares of common stock. See Item 5
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000 shares of common stock. See item 5
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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)
At least 60% of outstanding shares of common stock. See item 5
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14. TYPE OF REPORTING PERSON*
BK, HC, OO
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*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.
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CUSIP NO. 448952 20 0
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, $0.001 par value
(the "Common Stock"), of Icon Systems, Inc. (the "Issuer"). The principal
executive office of the Issuer is located at 4835 North O'Connor Suite 134-136,
Irving, Texas 75062
Item 2. Identity and Background.
(a-c,f) This Schedule 13D 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 investment banking, trading (equity, fixed
income and foreign exchange), private equity investment and derivatives
businesses on a world-wide basis. 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 world-wide. The Bank's registered
head office is located at Uetlibergstrasse 231, P.O. Box 900, CH-8045 Zurich,
Switzerland.
The Shares (as defined in Item 5 below) were acquired by Credit Suisse First
Boston (Hong Kong) Ltd. ("CSFBHK"), a Hong Kong limited liability company. 100%
of the outstanding equity of CSFBHK is owned by Credit Suisse First Boston
(International) Holding AG ("CSFBIAG"), a Swiss corporation. 100% of the
outstanding equity of CSFBIAG is owned by the Bank.
CSFBHK engages in trading and selling securities, arranging debt and equity
financing and selling financial products. The address of the principal business
and of the principal office of CSFBHK is Three Exchange Square, 22nd Floor, 8
Connaught Place, Central, Hong Kong.
CSFBIAG primarily (i) acquires, holds, administers, sells and otherwise disposes
of financial participations in other entities, in particular banks, financial
companies, insurance companies,
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CUSIP NO. 448952 20 0
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securities and properties companies and commodity exploitation and trade
companies and (ii) procures and arranges financing of all kinds and undertakes
financial transactions of all kinds, both for itself and on behalf of third
parties. The address of the principal business and of the principal office of
CSFBIAG is Bahnhofstrasse 17, CH-6301 Zug, Switzerland.
The ultimate parent company of the Bank 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 eight
distinct specialized business units that are independently operated. In addition
to the 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 Banking business unit that engages in the global private banking
business, (b) the Credit Suisse Banking business unit that engages in the Swiss
domestic banking business, (c) the Winterthur Insurance business unit that
engages in the global non-life insurance business, (d) the Winterthur Life &
Pensions business unit that engages in the global life insurance business, (e)
the Credit Suisse Personal Finance business unit that engages in personal
financial business world-wide and (f) the Credit Suisse e-Business business
unit, which provides electronic business services to CSG and its business units.
The address of CSG's principal business and of its principal office 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.
The name, business address, present principal occupation or employment, the
name, of any corporation or other organization in which such employment is
conducted, and citizenship of each
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executive officer and director of the CSFB business unit and CSFBHK are set
forth on Schedules I and II, respectively, each of which is incorporated herein
by reference.
(d-e)Other than as set forth in (1)-(4) below, none of the Reporting Person, the
Bank, CSFBHK, CSFBIAG and the persons listed on Schedules I and II during the
last five years (a) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanours) or (b) has been a party to a civil
proceeding of judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, U.S. Federal or State securities laws or finding any violation with respect
to such laws.
(1) Yield-Burning Investigation. The Securities and Exchange Commission
("SEC") conducted an industry-wide investigation related to municipal advance
refunding escrow transactions. The SEC's formal order of investigation asserted
that dealers may have charged excessive prices for escrow securities, may have
made false representations concerning those prices and may have failed to
disclose financial arrangements with other transaction participants.
The National Association of Securities Dealers Regulation, Inc.
("NASDR") also was involved in a similar investigation of these transactions.
Credit Suisse First Boston Corporation ("CSFBC") cooperated with both the
SEC and NASDR investigations. CSFBC participated in ongoing settlement
discussions with the NASDR along with other firms under investigation by the
NASDR. During the course of those discussions, the NASDR broadened the temporal
scope of its investigation to be consistent with the scope of the SEC's inquiry.
As the result of settlement discussions, the joint defense group reached
agreement with the NASDR, SEC, Justice Department and IRS as to a settlement.
With respect to CSFBC, the settlement took the form of a Letter of Acceptance,
Waiver and Consent sent by CSFBC to the NASDR in which CSFBC consented to the
entry of findings of violations of Sections 17(a)(2) and (3) of the Securities
Act of 1933, as amended (the "Securities Act"), without admitting or denying the
alleged violations. Among other things, the settlement released claims of the
United States related to any advanced refunding transaction CSFBC has identified
from 1990 through 1996, and included an IRS agreement not to challenge the tax
exempt status of any of the identified advanced refunding bonds.
The settlement required CSFBC to make payments to certain municipal
issuers, the United States Treasury and to the NASDR. The amounts were
determined based on the application of negotiated thresholds to the markups
charged by CSFBC. At least 13 firms participated in the settlement on the same
terms.
(2) In the Matter of Certain Market Making Activities on NASDAQ. In October
1994, the Antitrust Division of the Department of Justice opened an
investigation of possible anti-competitive conduct, including collusion, among
NASDAQ market makers, including CSFBC. In addition, the SEC commenced an
investigation of possible market manipulation and NASD rule violations.
On July 17, 1996, CSFBC and 23 other securities firms settled the Justice
Department investigations by responding to a Justice Department complaint filed
that day in federal district court in Manhattan by agreeing to take a series of
remedial steps, without admitting or denying any of the Justice Department's
allegations. The settlement does not require any firm to pay a fine or other
damages.
On April 28, 1997, the court approved the settlement of the Justice
Department complaint. The settlement was upheld on appeal by the U.S. Court of
Appeals for the Second Circuit on August 6, 1998.
In April 1998, the SEC staff indicated that the SEC was considering a
global resolution, involving administrative charges against all the NASDAQ
market makers, totaling approximately 36 firms.
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CUSIP NO. 448952 20 0
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In September 1998, the SEC made an offer to settle that would charge CSFBC
with two violations of SEC Rule 15c1-2 (an anti-fraud rule under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), one violation of SEC
Rule 15c2-7 (a non-fraud based rule) and one minor record keeping violation in a
cease-and-desist administrative order that would impose a fine of $122,500, and
require CSFBC to disgorge profits in the amount of $6,913. CSFBC would neither
admit nor deny the charges.
On December 29, 1998, CSFBC signed and forwarded to the SEC its formal
offer of settlement on the revised terms outlined above. On January 11, 1999,
the SEC accepted the offer and issued its formal orders imposing the
aforementioned sanctions, thereby concluding the investigation.
(3) SEC v. CS First Boston Investment Management Corporation. CSFB
cooperated with regulatory inquiries from the New York Stock Exchange, the SEC
and Commodity Futures Trading Commission regarding the settlement by CS First
Boston Investment Management Corporation ("CSFBIM"), formerly a registered
investment adviser, of claims by three institutional customers of CSFBIM, the
conduct of several dismissed CSFBIM personnel, and related issues arising from
the marketing and management of the Offshore Cash Reserve Fund (the "Fund") in
late 1993 and early 1994. The customer complaints related to the appropriateness
of investments in structured notes placed in those accounts, given the
investment guidelines previously established for them.
On October 14, the SEC contacted counsel for CSFBIM and advised that the
SEC enforcement staff would recommend the commencement of an administrative
action against CSFBIM seeking a cease and desist order, a monetary civil penalty
and a sanction of censure against CSFBIM under the anti-fraud provisions of
Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule
10b-5, and Section 206 of the Investment Advisers Act, as well as under the
books and records provisions of Section 204 and Rule 204-2 of the Advisers Act,
and for failure to supervise.
Following settlement discussions with the SEC, by formal offer of
settlement transmitted to the SEC on July 2, 1998, CSFBIM has consented to the
entry of an SEC administrative order directing CSFBIM to cease and desist from
committing antifraud violations of Section 10(b) of the Exchange Act, and other
provisions of the securities laws, and imposing a censure and a monetary penalty
of $500,000 on CSFBIM. There were no allegations or findings concerning CSFBC or
any other CSFB entity. CSFBIM, which has been essentially defunct since 1995,
consented to the entry of the order without admitting or denying liability.
(4) Securities and Exchange Commission v. CS First Boston Corporation,
Jerry L. Nowlin and Douglas S. Montague. On November 20, 1996, the SEC brought a
civil action in federal court in California against CS First Boston Corporation
and two former employees of its public finance department relating to CS First
Boston's role as lead underwriter of a September 1994 Orange County pension
obligation bond ("POB") financing, which the County completed 10 weeks prior to
its bankruptcy. The SEC alleged that the Official Statement misrepresented and
omitted material facts about the Orange County Investment Pool, including the
Pool's investment strategy, the risks of that strategy and the Pool's investment
losses, and it sought to hold CS First Boston responsible for the alleged
omissions and misrepresentations. The complaint alleged violations of certain
anti-fraud provisions, including Section 17(a) of the Securities Act, Section
10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)(1) of the
Exchange Act and Rule 15C1-2 thereunder, Section 15B(c)(1) of the Exchange Act,
and MSRB Rule G-17. CS First Boston filed its answer to the complaint on January
13, 1997, in which it denied all allegations of misconduct and asserted twelve
affirmative defenses.
On January 29, 1998 the lawsuit was dismissed with prejudice, upon the
consent of the SEC, CS First Boston and the individual defendants, as part of an
out-of-court settlement of this matter. Also pursuant to that settlement, CS
First Boston and the individual defendants, without admitting or denying
liability, consented to the entry of a SEC administrative order finding
negligence-based violations of Sections 17(a)(2) and (a)(3) of the Securities
Act and MSRB Rule G-17. CS First Boston and the two individuals agreed to pay
monetary penalties of $800,000, $35,000 and $35,000 respectively. The SEC
administrative order contained no allegation or finding of any fraudulent,
intentional or reckless misconduct by CS First Boston or any of its current or
former employees.
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Item 3. Source and Amount of Funds or other Consideration.
See Item 6.
Item 4. Purpose of Transaction
CSFBHK acquired the Shares (as defined in Item 5), as a secured creditor under
certain agreements described in Item 6 with Baleine Investment Holdings Limited,
a British Virgin Islands company ("Baleine"). See also Item 7.
CSFBHK acquired the Shares as a secured creditor and intends to review the
Issuer's business affairs and financial position and to take, from time to time,
any and all actions that it deems appropriate to maintain and improve the value
of CSFBHK's position as the majority owner of the outstanding shares of Common
Stock. Its actions could include disposing of the Shares in one or more
transactions with Baleine or others or formulating other plans including (i) an
extraordinary corporate transaction such as a merger, reorganisation or
liquidation, (ii) a sale or transfer of a material amount of assets of the
Issuer, or (iii) a change in the present board of directors or management of the
Issuer including a change in the number or terms of directors or the filling of
any vacancies on the board. Except as set forth above, none of CSFBHK, the
Reporting Person, the Bank, CSFBIAG and the persons listed on Schedules I and II
hereto have any present plans or
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proposals which relate to or would result in any of the transactions described
in subparagraph (a) through (j) of Item 4.
Item 5. Interest in the Securities of the Issuer
(a-b) After a default under the Note Purchase Agreement, described in Item 6
below, CSFBHK acquired 6,250,000 shares (the "Shares") of Common Stock on July
31, 2000. CSFBHK may be deemed to beneficially own and have sole voting power
and sole dispositive power over the Shares. CSFBIAG, as the owner of 100% of the
outstanding equity capital of CSFBHK, may be deemed to beneficially own and have
shared voting power, together with CSFBHK, and shared dispositive power,
together with CSFBHK, over the Shares. The Bank, as the owner of 100% of the
outstanding equity capital of CSFBIAG, and the indirect owner, through CSFBIAG,
of 100% of the outstanding equity capital of CSFBHK may be deemed to
beneficially own and have shared voting power, together with CSFBIAG and/or
CSFBHK, and shared dispositive power, together with CSFBIAG and/or CSFBHK, over
the Shares.
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 of Common Stock outstanding as of March 31, 1999. However, on
October 15, 1999, Baleine represented to CSFBHK that the 6,250,000 Shares
represented at least 60% of the outstanding shares of Common Stock. If the
Issuer's representation is true, the number of outstanding shares of Common
Stock may be as many as 10,416,667 as of October 15, 1999, and the Bank, the
Reporting Person, CSFBHK and CSFBIAG, as applicable, may beneficially own
greater than 60% of the outstanding shares of Common Stock.
(c) Except as described above, none of the Bank, the Reporting Person, CSFBHK,
CSFBIAG, and the persons listed on Schedules I and II hereto has effected any
transactions in the Common Stock in the past sixty days.
(d-e) Not applicable
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Baleine pledged the Shares to CSFBHK (as collateral agent for holders of secured
notes of Baleine) pursuant to a Pledge Agreement, dated as of October 15, 1999
(the "Pledge Agreement") between Baleine and CSFBHK. The Pledge Agreement was
entered into in connection with issuance of secured notes of Baleine pursuant to
a Note Purchase Agreement, dated as of October 15, 1999 (the "Note Purchase
Agreement") among Baleine, the Issuer and CSFBHK. As a result of a default under
the Note Purchase Agreement by Baleine and pursuant to the terms of the Pledge
Agreement, CSFBHK acquired the Shares on July 31, 2000 in a strict foreclosure
pursuant to ss. 9-505 of the New York Uniform Commercial in which CSFBHK elected
to retain all collateral described in the Pledge Agreement, including the
Shares, in full satisfaction of all Baleine's obligations to the holders of
Baleine's secured notes issued pursuant to the Note Purchase Agreement.
Item 7. Material to be Filed as Exhibits
Exhibit
No.
1. Note Purchase Agreement, dated as of October 15, 1999, among Baleine, the
Issuer and CSFBHK.
2. Pledge Agreement, dated as of October 15, 1999, between Baleine and CSFBHK,
as collateral agent.
3. Notice Letter to Baleine, the Issuer and certain other parties regarding
foreclosure under the Pledge Agreement, dated July 3, 2000
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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 11, 2000
CREDIT SUISSE FIRST BOSTON, acting solely on behalf of the Credit Suisse First
Boston business unit
By: /s/ David M. Brodsky
______________________
Name: David M. Brodsky
Title:Managing Director
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SCHEDULE I
Executive Officers and Directors of Credit Suisse First Boston business unit
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Name and Title Business Address Principal Occupation or Citizenship
Employment, Name of
Organization
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Allen D. Wheat 11 Madison Chief Executive Officer, American
Avenue Credit Suisse First Boston
New York, NY Chairman of the Executive
10010 USA Board
Credit Suisse Group
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Brady W. Dougan 11 Madison Managing Director and American
Avenue Head of Equity,
New York, NY Credit Suisse First
10010 USA Boston
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Stephen A.M. Hester 11 Madison Managing Director and British
Avenue Chief Financial Officer,
New York, NY Credit Suisse First
10010 USA Boston
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Joseph T. 11 Madison Executive Vice American
McLaughlin Avenue President, Legal &
New York, NY Regulatory Affairs and
10010 Managing Director,
USA Credit Suisse First
Boston
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David C. Mulford One Cabot Square Chairman International British
London, E14 4OJ and Director,
United Kingdom Credit Suisse First
Boston
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John Nelson One Cabot Square Chairman Europe, American
London, E14 4OJ Credit Suisse First
Unite Kingdom Boston
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Stephen E. Uetlibergstrasse Chairman, Asia/Pacific, American
Stonefield 231 Credit Suisse First
P.O. Box 920 Boston
CH-8045, Zurich Managing Director
Switzerland Credit Suisse First
Boston (Hong Kong) Ltd.
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Richard E. 11 Madison Vice Chairman, American
Thornburgh Avenue Credit Suisse First
New York, NY Boston
10010
USA
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Charles G. Ward III 11 Madison Managing Director and American
Avenue Head of Corporate and
New York, NY Investment Banking,
10010 USA Credit Suisse First
Boston
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Paul Calello 11 Madison Managing Director and American
Avenue Head of Equity,
New York, NY Derivatives and
10010 Convertibles Unit,
USA Credit Suisse First
Boston
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Trevor Price 1 Cabot Square Managing Director and British
London E144QJ Global Head of
United Kingdom Developed Market Rates,
Credit Suisse First
Boston
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Christopher Carter 17 Columbus Head of European Canadian
Courtyard Investment Banking,
London Chairman of Equity
United Kingdom Capital Markets and
Managing Director,
Credit Suisse First
Boston
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Jim Healy 11 Madison Global Head of Emerging American
Avenue Markets, and Managing
New York,NY Director,
10010 USA Credit Suisse First
Boston
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SCHEDULE II
Executive Officers and Directors of Credit Suisse First Boston (Hong Kong)
Ltd.
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Name and Title Business Address Principal Occupation or Citizenship
Employment, Name of
Organization
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Stephen Earl 22nd Floor Legal Director, American
Stonefield Three Exchange Credit Suisse First
Square Boston (Hong Kong) Ltd.
Connaught Place Hong Kong
Chairman, Asia/Pacific,
Credit Suisse First
Boston
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William Yue Wai 9th Floor Legal Director, Canadian
Shek* One Exchange Credit Suisse First
Square Boston (Hong Kong) Ltd.
* Alternate to 8 Connaught
Stephen Earl Place
Stonefield Hong Kong
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Julie Ann Craddock 22nd Floor Legal Director, British
Three Exchange Credit Suisse First
Square Boston (Hong Kong) Ltd.
8 Connaught
Place
Hong Kong
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Lap Wai Chan 23rd Floor Legal Director, American
Three Exchange Credit Suisse First
Square Boston (Hong Kong) Ltd.
8 Connaught
Place
Hong Kong
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