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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
Mr. Lance Laifer With a copy to:
Laifer Capital Management, Inc. Gerald Adler, Esq.
Hilltop Partners, L.P. Swidler Berlin Shereff Friedman, LLP
450 Seventh Avenue 405 Lexington Avenue
New York, New York 10123 New York, New York 10174
(212) 268-8036 (212) 973-0111
- ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 25, 2000
---------------------------
(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
statement because of Rule 13d-1(e), (f) or (g), check the following: [X].
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 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).
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SCHEDULE 13D
CUSIP No. 529091047 Page 2 of Pages
-------------- ------- -------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laifer Capital Management, Inc.
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 79,100
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 79,100
10 SHARED DISPOSITIVE POWER
48,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
127,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON*
CO, IA
*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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SCHEDULE 13D
CUSIP No. 529091047 Page 3 of Pages
---------------- ------- --------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance Laifer
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
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 79,100
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 79,100
10 SHARED DISPOSITIVE POWER
48,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
127,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON*
IN
*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.
<PAGE>
SCHEDULE 13D
CUSIP No. 529091047 Page 4 of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hilltop Partners, L.P.
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 67,700
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 67,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
67,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON*
PN
*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.
<PAGE>
Amendment No. 1 to
Schedule 13D
Imtec, Inc.
This Amendment No. 1 to the Statement on Schedule 13D amends
and supplements the Statement on Schedule 13D relating to the event date of
December 13, 1999 (the "Schedule 13D") filed by Hilltop Partners, L.P., Laifer
Capital Management, Inc. and Lance Laifer (collectively, the "Reporting
Persons") relating to the common stock (the "Common Stock") of Imtec, Inc. (the
"Company"). The address of the principal executive office of the Company is One
Imtec Lane, Bellows Falls, VT 05101. Capitalized terms used herein and not
defined herein shall have the meanings assigned thereto in the Schedule 13D.
Item 1. Interest in Securities of Issuer.
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(a) Hilltop is the beneficial owner of 67,700 shares (4.1%) of
Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of
127,100 shares (7.8%) of Common Stock. The 127,100 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. includes:
(i) 67,700 shares of Common Stock beneficially owned by Laifer
Capital Management, Inc. in its capacity as General Partner and investment
advisor to Hilltop, which shares have been described above; and
(ii) 59,400 shares of Common Stock beneficially owned by
Laifer Capital Management, Inc. in its capacity as investment advisor to various
other clients. These clients include: (a) Wolfson, with an address at One State
Street Plaza, New York, New York 10004-1505, and (b) Offshore, a Cayman Islands
company, with an address c/o Consolidated Fund Management Limited, P.O. Box HM
2257, Par La Ville Place, 14 Par La Ville Road, Hamilton HMJX, Bermuda
(collectively, the "Clients").
Lance Laifer, as president, sole director and principal
stockholder of Laifer Capital Management, Inc., is deemed to have the same
beneficial ownership as Laifer Capital Management, Inc.
The number of shares beneficially owned by the Reporting
Persons and the percentage of outstanding shares represented thereby have been
computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. There were 1,635,313 shares of Common Stock of the Company
outstanding as of February 7, 2000 as reported in the Company's Quarterly Report
on Form 10-Q for the period ended December 31, 1999.
(b) 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 67,700 shares
of Common Stock beneficially owned by it. Hilltop's power to vote and dispose of
its shares rests with Laifer Capital Management, Inc., in its capacity as the
General Partner of Hilltop.
Page 5
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Laifer Capital Management, Inc. has the sole power (i) to vote
and to direct the voting of and (ii) to dispose and direct the disposition of
the 67,700 shares of Common Stock beneficially owned by it in its capacity as
the General Partner of Hilltop. Laifer Capital Management, Inc. (i) has sole
power to vote and to direct the voting of and sole power to dispose and direct
the disposition of 11,400 shares of Common Stock owned by Offshore and (ii)
shares with Wolfson the power to dispose and direct the disposition of 48,000
shares of Common Stock owned by Laifer Capital Management, Inc. 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.
(c) Each of the Reporting Persons sold shares of Common Stock
during the last sixty days. All such shares were sold on the open market.
Additional information concerning such transactions is contained on Annex A
hereto.
(d) Not applicable.
(e) Hilltop ceased to be the beneficial owner of more than
five percent of the outstanding Common Stock on March 2, 2000.
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: March 13, 2000 HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC.,
as General Partner
By: /s/ Lance Laifer
------------------------------
Lance Laifer
President
LAIFER CAPITAL MANAGEMENT, INC.
By: Lance Laifer
-----------------------------
Lance Laifer
President
/s/ Lance Laifer
-----------------------------
Lance Laifer
Page 6
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SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
March 14, 2000
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549-1004
Attention: Filing Desk - Stop 1-4
Re: Imtec, Inc. (the "Company")
---------------------------
Ladies and Gentlemen:
On behalf of our clients, Hilltop Partners, L.P., Laifer
Capital Management, Inc. and Lance Laifer, we enclose for filing, in accordance
with Section 13(d) of the Securities Exchange Act of 1934 and the rules
promulgated thereunder, Amendment No. 1 to a statement on Schedule 13D relating
to the Company (the "Statement").
Pursuant to Rule 13d-1, one copy of the Statement has been
sent by certified mail to the Company at its principal executive office.
If you have any questions concerning the Statement, kindly
telephone the undersigned at (212) 891-9440.
Very truly yours,
/s/ James Rieger
James Rieger
JR:bb
Enclosures
cc: Imtec, Inc.
Lance Laifer
Page 7
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Annex A
<TABLE>
<CAPTION>
Laifer Hilltop Wolfson Offshore
Date Price Comm. # Shares # Shares # Shares # Shares
<S> <C> <C> <C> <C> <C> <C>
2/17/00 $ 11.5813 .06 3,000 0 2,400 600
2/22/00 11.8125 .06 2,200 1,000 800 400
2/23/00 11.8125 .06 2,000 1,100 300 600
2/24/00 11.8125 .06 5,000 5,000 0 0
2/25/00 11.7870 .05 56,000 20,000 33,000 3,000
3/02/00 11.7355 .06 4,300 4,300 0 0
3/07/00 11.8125 .06 5,000 5,000 0 0
3/08/00 11.8125 .06 5,000 5,000 0 0
</TABLE>
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