UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Initial Filing
Initio, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
457203-10-7
(CUSIP Number)
PIONEER VENTURES ASSOCIATES LIMITED PARTNERSHIP
(Reporting Person)
Arnold N. Bressler, Esq.
One Pennsylvania Plaza, 49th Floor,
New York, New York 10119-0165-(212) 594-5300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 25, 1998
(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 the statement |_|. (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 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 coverage 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).
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CUSIP NO. 457203-10-7 Schedule 13D PAGE 1 of 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PIONEER VENTURES ASSOCIATES LIMITED PARTNERSHIP
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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*
OO
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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
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,000,000
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
1,000,000
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10 SHARED DISPOSITIVE POWER
None
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.09%
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14 TYPE OF REPORTING PERSON*
<PAGE>
IV
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<PAGE>
CUSIP NO. 457203-10-7 Schedule 13D PAGE 2 of 4
This initial Schedule 13D (the "SCHEDULE 13D") of Pioneer Ventures
Associates Limited Partnership ("PVALP") relates to a Debenture issued by
Initio, Inc. and the underlying common stock, par value $.01 per share, issuable
by Initio, Inc. upon conversion of the Debenture.
Item 1.
This Schedule 13D relates to the Debenture described below and the
shares of common stock, par value $.01 per share, to be issued upon conversion
of the Debenture (the "COMMON STOCK"), of Initio, Inc., a Nevada corporation
(the "COMPANY"). The address of the principal executive office of the Company is
2500 Arrowhead Drive, Carson City, Nevada 89706.
Item 2. Identity and Background
1. (a-c) Pioneer Ventures Associates Limited Partnership, a Connecticut
limited partnership having an address at 651 Day Hill Road, Windsor, Connecticut
06095, is an investment company partnership.
(d-e) During the last five years, PVALP has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and was not a party to a civil proceeding of a 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, Federal or state securities laws
or finding any violations with respect to such laws.
Item 5. Interest in Securities of the Issuer.
(a-b) PVALP is the beneficial owner of a Debenture convertible in
whole or in part into a maximum of 1,000,000 shares of the Company's common
stock. The convertible shares, assuming conversion, represent 17.9% of the
Company's issued and outstanding shares. PVALP's beneficial ownership is
comprised of the right to convert a $3,000,000 convertible subordinated
debenture into 1,000,000 shares (the "CONVERSION SHARES") of Common Stock, over
which it will have sole voting and dispositive power if converted.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
On February 25, 1998, the Company entered into the Debenture Commitment
Agreement with PVALP pursuant to which PVALP has agreed to make certain loans to
the Company to be repaid by the Company in accordance with the terms of
convertible subordinated debentures (the "DEBENTURES"). PVALP has initially
loaned
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CUSIP NO. 457203-10-7 Schedule 13D PAGE 3 of 4
$3,000,000 to the Company and the Company has issued the First Subordinated
Debenture due May 1, 2003 (the "FIRST DEBENTURE"). The First Debenture is
convertible in whole or in part at any time into that number of shares of Common
Stock obtained by dividing the principal amount of the Debenture surrendered for
conversion by the conversion price of $3.00 per share.
The terms of the First Debenture include the condition that the
principal stockholders of the Company (the "PRINCIPAL STOCKHOLDERS"), enter into
a Voting Agreement with PVALP.
The Voting Agreement provides that so long as there is any unpaid
principal amount or interest outstanding under the Debentures, or for so long as
the Conversion Shares are held by PVALP, the Principal Stockholders will vote
all of their Common Stock for the election of PVALP's designee as a director of
the Company. In addition, in the event of a default under the Debenture
Commitment Agreement, the Principal Shareholders agree to elect that number of
nominees to the Board of Directors designated by PVALP such that the Board of
Directors becomes comprised of a majority of nominees of PVALP. The Principal
Shareholders also agree to vote in favor of the PVALP nominees so long as any
interest or principal remains unpaid or for so long as the Conversion Shares are
held by PVALP.
The Voting Agreement also provides that the Principal Shareholders may
not transfer any Common Stock to any affiliate without PVALP's prior written
consent. "Affiliate" is defined in the Voting Agreement as (a) any spouse,
parent, parent-in-law, grandparent, grandchild, sibling, uncle, aunt, niece,
nephew or first cousin of the transferor or (b) any person which the transferor
directly or indirectly controls or (c) any transfer to a person if the
transferor remains a beneficial owner, as that term is used in Section 13(d) of
the Securities Exchange Act of 1934, as amended, of the transferred shares.
Item 7. Material to be Filed as Exhibits.
The following are attached as exhibits hereto:
Exhibit 1. Debenture Commitment Agreement, dated
as of February 25, 1998, by and between
the Company and PVALP incorporated by
reference to the Schedule 13D dated March
13, 1998 by Martin Fox.
Exhibit 2. Convertible Subordinated Debenture due
May 1, 2003 incorporated by reference to
the Schedule 13D dated March 13, 1998 by
Martin Fox.
Exhibit 3. Voting Agreement, dated as of February
25, 1998, by and between PVALP and the
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CUSIP NO. 457203-10-7 Schedule 13D PAGE 4 of 4
Principal Stockholders incorporated by
reference to the Schedule 13D dated March
13, 1998 by Martin Fox.
SIGNATURES
After reasonable inquiry, and to the best of the knowledge and belief of
the undersigned, the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct.
PIONEER VENTURES ASSOCIATES
LIMITED PARTNERSHIP
By: VENTURES MANAGEMENT PARTNERS LLC,
Its General Partner
By: PIONEER VENTURES CORP.,
Its Managing Member
BY:_____________________________
Robert A. Lerman, President
Dated as of: March 4, 1998
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001)
