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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___)*
Imtec, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
529091047
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(CUSIP Number)
May 22, 1998
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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:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-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
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).
CUSIP No. 529091047
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Laifer Capital Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
127,700
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 127,700
PERSON
WITH
8 SHARED DISPOSITIVE POWER
61,400
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,100
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.9%
12 TYPE OF REPORTING PERSON (See Instructions)
CO, IA
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CUSIP No. 529091047
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Lance Laifer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
127,700
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 127,700
PERSON
WITH
8 SHARED DISPOSITIVE POWER
61,400
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,100
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.9%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 529091047
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Hilltop Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
100,700
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 100,700
PERSON
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,700
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
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Item 1. (a) Name of Issuer:
Imtec, Inc.
(b) Address of Issuer's Principal Executive Offices:
One Imtec Lane
Bellows Falls, VT 05101
Item 2. (a)(b)(c)Name of Person Filing; Address of Principal
Business Office or, if none Residence; Citizenship:
This Schedule 13G is being filed jointly by Hilltop
Partners, L.P., a Delaware limited partnership
("Hilltop"), Laifer Capital Management, Inc., a
Delaware corporation ("Laifer Capital") and the
general partner of Hilltop, and Lance Laifer, the
president, sole director and principal stockholder
of Laifer Capital (collectively, the "Reporting
Persons"). The business address of each of Hilltop,
Laifer Capital and Lance Laifer is 45 West 45th
Street, New York, New York 10036. Laifer is a
United States citizen. This Schedule 13G amends and
supplements the Statement on Schedule 13D filed by
the Reporting Persons with respect to the event
date of July 10, 1997 and Amendment No. 1 thereto
with an event date of January 15, 1998.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
529091047
Item 3. If this statement is being filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is an:
(a)[ ] Broker or Dealer registered under Section 15 of the Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(c)[ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d)[ ] Investment Company registered under section 8 of the
Investment Company Act of 1940
(e)[ ] An Investment Adviser 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)
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(g)[ ] A Parent Holding Company or Control Person in
accordance with Rule 13d-1(b)(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 of 1940
(j)[ ] Group, in accordance with 13d-1(b)(1)(ii)(J)
Item 4. Ownership:
(a) Amount Beneficially Owned: 189,100*
(b) Percent of Class: 11.9%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote - 127,700*
(ii) shared power to vote or direct the vote - 0
(iii) sole power to dispose or direct the disposition
of - 127,700*
(iv) shared power to dispose or direct the
disposition of - 61,400*
*See Attachment A
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities check the
following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
N/A
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above 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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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.
HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC.,
as General Partner
By:/s/ Lance Laifer
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Lance Laifer
President
LAIFER CAPITAL MANAGEMENT, INC.
By:/s/ Lance Laifer
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Lance Laifer
President
/s/ Lance Laifer
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Lance Laifer
Dated: June 4, 1998
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ATTACHMENT A
Hilltop is the beneficial owner of 100,700 shares (6.4%) of Common
Stock.
Laifer Capital is the beneficial owner of 189,100 shares (11.9%) of
Common Stock. The 189,100 shares of Common Stock beneficially owned by Laifer
Capital includes:
(i) 100,700 shares of Common Stock beneficially owned by Laifer
Capital in its capacity as General Partner and investment advisor to Hilltop,
which shares have been described above; and
(ii) 88,400 shares of Common Stock beneficially owned by Laifer
Capital in its capacity as investment advisor to various other clients. These
clients include: (a) various Wolfson family entities ("Wolfson") and (b)
Hilltop Offshore Limited, a Cayman Islands company ("Offshore").
Lance Laifer, as president, sole director and principal stockholder
of Laifer Capital is deemed to have the same beneficial ownership as Laifer
Capital.
Hilltop has the sole power (i) to vote or to direct the voting of and
(ii) to dispose and to direct the disposition of the 100,700 shares of Common
Stock beneficially owned by it. Hilltop's power to vote and dispose of its
shares rests with Laifer Capital, in its capacity as the General Partner of
Hilltop.
Laifer Capital has the sole power (i) to vote and to direct the
voting of and (ii) to dispose and direct the disposition of the 100,700 shares
of Common Stock beneficially owned by it in its capacity as the General
Partner of Hilltop. Laifer Capital (i) has sole power to vote and to direct
the voting of and sole power to dispose and direct the disposition of 27,000
shares of Common Stock owned by Offshore and (ii) shares with Wolfson the
power to dispose and direct the disposition of 61,400 shares of Common Stock
owned by Laifer Capital in its capacity as investment advisor to Wolfson.
Wolfson retains the sole power to vote and to direct the voting of the shares
of Common Stock owned by it.
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AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other persons signatory below of a statement on Schedule 13G or any amendments
thereto, with respect to the Common Stock of Imtec, Inc., and that this
Agreement be included as an attachment to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on
the 4th day of June, 1998.
HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC.,
as General Partner
By:/s/ Lance Laifer
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Lance Laifer
President
LAIFER CAPITAL MANAGEMENT, INC.
By:/s/ Lance Laifer
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Lance Laifer
President
/s/ Lance Laifer
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Lance Laifer
