UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Churchill Technology Inc.
(Name of Issuer)
Common Stock, $.02 par value per share
(Title of Class of Securities)
171569205
(CUSIP Number)
Mr. Gamal Marwan with copies to:
FIMA Capital William F. Wynne, Jr.,
Corporation Ltd. Esq.
6 Chateau Banquet White & Case
Rue de Lausanne 94 1155 Avenue of the
1202 Geneva, Americas
Switzerland New York, NY 10036
(41) 22-731-1750 212-819-8316
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 12, 1995
____________________________________________________________
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 171569205 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
FIMA Capital Corporation Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS:
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
British Virgin Islands
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER: 6,365,686
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER: 0
9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER: 6,365,686
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,365,686
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.6%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
SCHEDULE 13D
CUSIP No. 171569205 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Zeeham Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS:
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Isle of Man
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER: 0*
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER: 0
9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER: 0*
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,365,686
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.6%
14 TYPE OF REPORTING PERSON: CO
* Zeeham Limited may be deemed to be the beneficial owner of the shares of
Common Stock owned by FIMA. Such shares of Common Stock have been excluded
to avoid double counting of the aggregate shares of Common Stock owned by
the Reporting Persons.
<PAGE>
SCHEDULE 13D
CUSIP No. 171569205 Page 4 of 12 Pages
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Mr. Gamal Mohamed Ashraf Marwan SS# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS:
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Egypt
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER: 0*
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER: 0
9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER: 0*
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,365,686
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.6%
14 TYPE OF REPORTING PERSON: IN
* Mr. Gamal Marwan may be deemed to be the beneficial owner of the shares
of Common Stock owned by FIMA. Such shares of Common Stock have been
excluded to avoid double counting of the aggregate shares of Common Stock
owned by the Reporting Persons.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $.02
par value per share (the "Common Stock"), of Churchill Technology Inc., a
Colorado corporation ("Churchill"), the principal executive offices of
which are located at 181 Cooper Avenue, Tonawanda, NY 14150.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by (i) FIMA Capital
Corporation Ltd. ("FIMA"), a British Virgin Islands corporation, (ii)
Zeeham Limited ("ZL"), an Isle of Man corporation, and (iii) Mr. Gamal
Mohamad Ashraf Marwan, an Egyptian citizen. FIMA, ZL and Mr. Marwan are
hereinafter sometimes collectively referred to as the "Reporting Persons."
The principal business of FIMA is that of providing financial
services focusing on asset management and project finance. The address of
its principal place of business is Le Chateau Banquet, Rue de Lausanne 94,
1202 Geneva, Switzerland.
The principal business of ZL is to hold all the shares of FIMA.
The address of its principal place of business is IFG Ltd. International
House, Castle Hill Victoria Road, Douglas, Isle of Man, IM2 4RB.
Mr. Marwan, a citizen of Egypt, is the Senior Investment Advisor
of FIMA and the sole shareholder of ZL. His business address is Le Chateau
Banquet, Rue de Lausanne 94, 1202 Geneva, Switzerland.
The attached Schedule A is a list of the executive officers and
directors of FIMA and ZL which contains the following information with
respect to each such person: (i) name; (ii) business address; (iii)
present principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such
employment is conducted; and (iv) place of citizenship.
During the last five years, none of the Reporting Persons, or to
the best knowledge of the Reporting Persons, none of the persons named on
Schedule A hereto has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which 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
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Between September 29, 1994 and May 12, 1995 FIMA used working
capital to purchase 6,365,686 shares of Common Stock of Churchill in a
series of open market and negotiated purchases for an aggregate purchase
price of $2,725,390.82 (including brokerage commissions).
ITEM 4. PURPOSE OF THE TRANSACTION
The shares of Common Stock, the ownership of which is reported
hereby, were acquired for investment purposes. The Reporting Persons
reserve the right from time to time to acquire additional shares of Common
Stock or to dispose of some or all of the shares of Common Stock. The
Reporting Persons may from time to time discuss with management of
<PAGE>
Churchill various ideas with a view to enhancing the value of the shares of
Common Stock.
Except as set forth in Item 6, none of the Reporting Persons or,
to the best knowledge of any of the Reporting Persons, none of the persons
set forth on Schedule A, has any current plans or proposals that relate to
or would result in (a) the acquisition by any person of additional
securities of Churchill or the disposition of securities of Churchill; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation of Churchill or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of Churchill or any of its subsidiaries; (d)
any change in the present board of directors or management of Churchill,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; (e) any material change in
the present capitalization or dividend policy of Churchill; (f) any other
material change in Churchill's business or corporate structure; (g) changes
in Churchill's charter, by-laws or instruments corresponding thereto, or
other actions which may impede the acquisition of the control of Churchill
by any person; (h) any of Churchill's securities being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (i) any of Churchill's equity securities becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) FIMA's beneficial ownership of 6,365,686 shares of the
Common Stock of Churchill constitutes beneficial ownership of 7.6% of the
total outstanding shares of Common Stock of Churchill, based on 84,037,573
issued and outstanding shares of Common Stock of Churchill as of May 15,
1995 as reported to FIMA's counsel by Churchill's agent on May 17, 1995.
ZL, through its ownership of all the shares of FIMA, and Mr.
Gamal Marwan, as the sole shareholder of ZL, may be deemed to be beneficial
owners of the shares of Common Stock of Churchill owned by FIMA.
(b) FIMA has sole power to vote or to direct the vote of and
sole power to dispose or to direct the disposition of 6,365,686 shares of
the Common Stock of Churchill. ZL, through its ownership of all the shares
of FIMA, and Mr. Gamal Marwan, as the sole shareholder of ZL, may be deemed
to have the power to vote and dispose the shares of Common Stock of
Churchill owned by FIMA.
(c) During the past sixty days, none of the Reporting Persons
or, to the best knowledge of the Reporting Persons, none of the persons set
forth on Schedule A, has effected any transactions in shares of Common
Stock of Churchill except for the following transactions entered into by
FIMA:
(i) On March 15, 1995, FIMA purchased 20,000 shares of the
Common Stock of Churchill at a price of $.4062 per share (or $8124.00 in
the aggregate (without regard to the payment of brokerage commissions)) in
the open market.
(ii) On March 21, 1995, FIMA purchased 20,000 shares of the
Common Stock of Churchill at a price of $.3125 per share (or $6,250.00 in
<PAGE>
the aggregate (without regard to the payment of brokerage commissions)) in
the open market.
(iii) On March 23, 1995, FIMA purchased 100,000 shares of the
Common Stock of Churchill at a price of $.340562 per share (or $34,056.20
in the aggregate (without regard to the payment of brokerage commissions))
in the open market.
(iv) On March 29, 1995, FIMA purchased 20,000 shares of the
Common Stock of Churchill at a price of $.26969 per share (or $5393.80 in
the aggregate (without regard to the payment of brokerage commissions)) in
the open market.
(v) On May 10, 1995, FIMA purchased 1,653,846 shares of the
Common Stock of Churchill at a price of $.26 per share (or $429,999.96 in
the aggregate) in a privately negotiated transaction from Edgard
International Limited ("Edgard").
(vi) On May 12, 1995, FIMA purchased an additional 2,996,154
shares of the Common Stock of Churchill at an average price of $.2457 per
share (or $736,220.04 in the aggregate) in a privately negotiated
transaction from Edgard.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as described in this Item 6, none of the Reporting Persons
or, to the best knowledge of the Reporting Persons, none of the individuals
identified in Schedule A has any contract, arrangement, understanding or
relationship with any person with respect to any security of Churchill.
On May 18, 1995, FIMA and Churchill executed a Heads of Agreement
(the "Heads of Agreement") setting forth their understanding (subject to
the negotiation of definitive documentation) concerning a proposed joint
venture to be called Novon International (China) ("Novon") to conduct
Churchill's business in mainland China. If such transaction is
consummated, Novon will be a joint venture company in which Churchill and
FIMA will each hold a 50% equity interest.
In consideration for its 50% equity interest in Novon, the Heads
of Agreement provides that Churchill will (i) assign to Novon certain
patents, technologies, rights and entitlements and (ii) provide other
support, cooperation and technical expertise to the venture. In connection
with its 50% equity interest in Novon, Churchill will have 50% Board
representation in Novon.
For its 50% equity interest in Novon, the Heads of Agreement
provides that FIMA will provide Novon $5 million in equity and debt capital
(the "FIMA Capital Contribution") consisting of equity capital of a minimum
of $1.5 million in cash and the balance through lines of credit to FIMA
which will be made available to Novon. The FIMA Capital Contribution is
intended to provide funding for projects in China. In connection with its
50% equity interest in Novon, FIMA will have 50% Board representation and
provide management services for Novon.
<PAGE>
Under the Heads of Agreement, FIMA and Churchill intend to enter
into a definitive shareholders agreement with respect to Novon in order to
define the management structure, the dividend policy and the preemptive
rights of the shareholders in Novon. Under the arrangement currently
contemplated by the parties, Churchill will issue an option for 2,500,000
shares of the Common Stock of Churchill to FIMA at an exercise price of
$.50 per share and an option for 1,350,000 shares of the Common Stock of
Churchill to FIMA at an exercise price of $1 per share, which options would
be exercisable over a three year period. Finally, the Heads of Agreement
provides that Churchill will offer FIMA a seat on the Churchill Board of
Directors.
ITEM 7. Material to be filed as Exhibits:
Exhibit No. Description
1 Heads of Agreement dated May 18, 1995 between
Churchill Technology Inc. and FIMA Capital
Corporation Ltd.
<PAGE>
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: May 19, 1995
FIMA CAPITAL CORPORATION LTD
By /s/ Ziyad R. Arekat
Ziyad R. Arekat
Senior Financial Advisor
<PAGE>
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: May 19, 1995
ZEEHAM LTD.
By: /s/ Ian Gardiner
Ian Gardiner
Secretary
<PAGE>
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: May 19, 1995
By: /s/ Gamal Marwan
Gamal Marwan
Senior Investment Advisor
<PAGE>
SCHEDULE A
I. FIMA Capital Corporation Ltd.
Each person named below is a director or executive officer of
FIMA, whose principal business is described above in Item 2.
<TABLE>
<CAPTION>
Name and Citizenship Business Address Present Principal Occupation or Employment
<S> <C> <C>
Mr. Gamal Marwan, Egypt Le Chateau Banquet Senior Investment Advisor of FIMA
Rue de Lausanne 94
1202 Geneva, Switzerland
Mr. Omar Ibrahim Nafie, Egypt Le Chateau Banquet Director and Senior Investment Advisor of
Rue de Lausanne 94 FIMA
1202 Geneva, Switzerland
</TABLE>
<PAGE>
II. Zeeham Ltd.
Each person named below is a director or executive officer of
Zeeham Ltd., whose principal business is described above in Item 2.
<TABLE>
<CAPTION>
Present Principal
Name and Citizenship Business Address Occupation or Employment
<S> <C> <C>
Mr. Nigel John Carter, Great IFG Ltd. Director
Britian International House,
Castle Hill, Victoria Road
Douglas, Isle of Man, 1M2 4RB
Ms. Niamh Field - IFG Ltd. Director
Corbet, Ireland International House,
Castle Hill, Victoria Road
Douglas, Isle of Man, 1M2 4RB
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1 Heads of Agreement dated May 18, 1995 between Churchill
Technology Inc. and FIMA Capital Corporation Ltd.
<PAGE>
EXHIBIT 1
THESE HEADS OF AGREEMENT DATED 18th May 1995
BETWEEN
CHURCHILL TECHNOLOGY INC. and its subsidiary companies of 181 Cooper
Avenue, Tonawanda, New York, 14150-6645, hereinafter referred to as
"Churchill" or "the Company," of the first part
AND
FIMA CAPITAL CORPORATION LIMITED of Le Chateau Banquet, Rue de Lausanne 94,
1202 Geneva, Switzerland, hereinafter referred to as "FIMA," of the second
part
WHEREAS
1. Churchill is a publicly quoted company in the business of marketing
biodegradable materials.
2. FIMA is an institutional investment group.
3. Churchill and FIMA wish to create a joint venture company for the
business of Churchill in mainland China on the following terms and
conditions.
IT IS HEREBY AGREED as follows:
1. JOINT VENTURE COMPANY
1.1 The parties hereto agree that Churchill should create a new
subsidiary of itself to be registered in a territory to be
determined as advised by Churchill's and FIMA's legal advisors to
be called Novon International (China).
1.2 Churchill and FIMA shall be 50% equal partners in Novon
International (China).
1.3 The territory covered by this agreement shall be the area known
and generally accepted as mainland China and all the Company's
activities in that territory shall be governed and managed within
Novon International (China) under the terms of this Agreement.
1.4 Novon International (China) shall be capitalised at US$10
million.
1.5 As and when agreed between the parties hereto that any additional
shares in Novon International (China) are required to be issued
such shares shall be issued as new shares or as provided equally
<PAGE>
between the parties to this agreement from their existing
holdings.
1.6 As full consideration for a 50% equity interest in Novon
International (China) Churchill shall cause the following to be
assigned to Novon International (China):
(a) the free use of all the relevant patents of Churchill
necessary for conducting the business of Novon International
(China);
(b) the free use of all the proprietary technology of Churchill
in respect of the three areas of Ecostar, Novon and Vertix
materials and processes necessary for conducting the
business of Novon International (China);
(c) an assignment of all Churchill's rights and entitlements in
Spring Star Company Limited of Changchun, China, a joint
venture between the Company and Changchun Bioengineering to
create a biodegradable plastics manufacturing complex in
existing purpose built premises;
(d) an assignment of all Churchill's rights and entitlements in
Beijing Novon Degradable Plastic Resin Products Company
Limited of Beijing, China, based on a letter of under-
standing between Churchill and Beijing Cereals and Oils
Company Limited;
(e) an assignment of all Churchill's rights and entitlements to
the proposed joint venture between the Company and Asia
Strategic Inc. and New industries Investment Company Limited
to provide biodegradable food containers and service ware
for the China Ministry of Railroad;
(f) all Churchill's technical expertise as is required to
develop processes and product in each China venture;
(g) such support and cooperation as may be available from
Churchill's association and dealings with Itochu;
(h) 50% Board representation as agreed between the parties
hereto.
1.7 As consideration for a 50% equity interest in Novon International
(China) FIMA shall provide the following:
(a) the sum of US$5 million as capital in Novon International
(China) in the form of a minimum US$1.5 million in readily
available cash and the balance through lines of credit to
FIMA which lines are made available to Novon International
(China);
(b) a banking facility shall be arranged by FIMA to provide
additional funding as required for such projects in China as
are agreed between Churchill and FIMA as viable;
(c) management in China of such status as shall protect Novon
International (China) in all domestic Chinese issues;
<PAGE>
(d) 50% Board representation as agreed between the parties
hereto.
2. OPTIONS
2.1 Churchill shall arrange to issue to FIMA 2,500,000 options in
shares of the common stock of Churchill Technology Inc. at a
strike price of 50 cents per share and 1,350,000 options in
shares of the common stock of Churchill Technology Inc. at a
strike price of $1 per share exercisable over a period of three
years from the date of this agreement.
3. SHAREHOLDERS AGREEMENT
3.1 Churchill and FIMA hereby agree to create a definitive
shareholders agreement between themselves in Novon International
(China) in order to define amongst other issues the management
structure, the dividend policy and pre-emption rights.
4. BOARD REPRESENTATION
Churchill hereby agrees to offer FIMA a non-executive Board position
in Churchill with the name put forward by FIMA subject only to the
approval of the Board of Churchill.
5. DEFINITIVE AGREEMENT
The parties hereto hereby agree that these Heads of Agreement
represent the understanding between the parties hereto and that a
definitive agreement shall be constructed between the parties to
reflect such understanding.
6. LAW
This Agreement shall be construed under the Laws of Switzerland and is
determinable by the Courts in Switzerland and the parties hereto
submit to the exclusive jurisdiction of the Swiss Courts or such
arbitration as is available under Swiss Law to settle any dispute
which may arise out of or in connection with the subject matter
contained herein.
7. PARTNERSHIP
Nothing in this Agreement and no action taken by the parties pursuant
to this Agreement shall constitute or be deemed to constitute a
partnership between Churchill and FIMA other than as is expressly
defined in this Agreement.
8. LIMITATION
This Agreement represents the understanding of the parties in relation
only to the matters contained herein and does not refer to any other
<PAGE>
discussions, negotiations or statements made between the parties in
the construction of this Agreement
IN WITNESS the parties hereto or their duly authorised representatives have
signed these Heads of Agreement on the day first above written.
Signed on behalf of
CHURCHILL TECHNOLOGY INC.
In the presence of:
Signed on behalf of
FIMA CAPITAL CORPORATION LIMITED
In the presence of:
<PAGE>
