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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Xecom Corporation,
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a Nevada corporation
(Name of Issuer)
Common Stock,$0.0001 par value per Share,
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and
Series "D" Convertible Voting Preferred Stock,$0.0001 Par Value per Share
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(Title of Classes of Securities)
000-27706
(Commission File No.)
33-0664567
(I.R.S. Employer No.)
Andrew K. Proctor
Managing Director
Voyager Management (Bermuda), Ltd.
129 Front Street, Penthouse Suite
Hamilton, Hm12
Bermuda
Telephone: 441-296-4545
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 14, 1997
(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 [ ].
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.)
Page 1 of 6
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SCHEDULE 13D
COMMISSION FILE NO. PAGE 2 OF 6 PAGES
000-27706
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1 NAME OF REPORTING PERSON
VOYAGER SELECT IPO FUND, LTD.
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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*
00
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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
BERMUDA
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7 SOLE VOTING POWER
NUMBER OF
SHARES THE REPORTING PERSON IS THE HOLDER OF, AND HAS SOLE
BENEFICIALLY VOTING POWER FOR, SIXTEEN (16) SHARES SERIES "D"
OWNED BY CONVERTIBLE VOTING PREFERRED STOCK, $0.0001 PAR VALUE
EACH PER SHARE (THE "PREFERRED STOCK")
REPORTING
PERSON AS OF JANUARY 16, 1998 FULL CONVERSION BY THE
REPORTING PERSON OF ALL PREFERRED STOCK NOW OWNED BY
IT AT THE CONVERSION PRICE DETERMINED AS OF THAT DATE
WOULD RESULT IN THE REPORTING PERSON HOLDING 3,210,272
SHARES OF ISSUER COMMON STOCK, $0.0001 PAR VALUE PER
SHARE (THE "COMMON STOCK"). EACH SHARE OF PREFERRED
STOCK IS CONVERTIBLE INTO SUCH NUMBER OF FULLY PAID
AND NONASSESSABLE SHARES COMMON STOCK AS WILL BE
DETERMINED BY DIVIDING THE AMOUNT OF $25,000 BY THE
CONVERSION PRICE, WHICH IS $1.00 OR 65% OF THE AVERAGE
CLOSING BID PRICE FOR THREE TRADING DAYS IMMEDIATELY
PRECEDING THE DATE OF CONVERSION. UPON CONVERSION, THE
REPORTING PERSON WOULD HOLD SOLE VOTING POWER FOR ALL
COMMON STOCK SO OBTAINED. THE REPORTING PERSON IS ALSO
THE RECORD OWNER OF, AND HAS SOLE VOTING POWER FOR,
1,580 SHARES OF COMMON STOCK.
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
THE REPORTING PERSON NOW HOLDS SOLE DISPOSITIVE POWER
WITH RESPECT TO ALL SIXTEEN (16) SHARES OF PREFERRED
STOCK HELD BY IT,
UPON CONVERSION OF ALL SIXTEEN (16) SHARES OF
PREFERRED STOCK HELD BY IT, AS DESCRIBED IN ITEM 7
ABOVE, THE REPORTING PERSON WOULD HOLD SOLE
DISPOSITIVE POWER OF ALL SHARES OF ISSUER COMMON STOCK
(THE "COMMON STOCK") SO OBTAINED: 3,210,272 SHARES OF
COMMON STOCK AS OF JANUARY 16, 1998. THE REPORTING
PERSON ALSO HAS SOLE DISPOSITIVE POWER FOR 1,580
SHARES OF COMMON STOCK OF WHICH THE REPORTING PERSON
IS THE RECORD OWNER.
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SIXTEEN (16) SHARES OF PREFERRED STOCK, AND 3,211,852 SHARES OF COMMON
STOCK BENEFICIALLY HELD BY IT AS OF JANUARY 16, 1998
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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)
100% OF ALL ISSUED AND OUTSTANDING SHARES OF SERIES "D" CONVERTIBLE VOTING
PREFERRED STOCK, $0.0001 PAR VALUE PER SHARE OF THE ISSUER, AND
APPROXIMATELY 21% OF ALL ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF
THE ISSUER, AS OF JANUARY 16, 1998 (UPON CONVERSION OF ALL SHARES OF
PREFERRED STOCK)
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14 TYPE OF REPORTING PERSON*
CO AND IV [NON-UNITED STATES INVESTMENT COMPANY]
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. Security and Issuer.
This statement relates to the Common Stock,$0.0001 par value per Share,
and Series "D" Convertible Voting Preferred Stock,$0.0001 Par Value per Share,
in each case of Xecom Corporation, a Nevada corporation (the "Issuer"). The
address of the Issuer's principal executive offices is 69-730 Highway 111, Suite
101, Rancho Mirage, California 92270. The Issuer's principal executive officers,
as indicated in the Issuer's filings with the Securities and Exchange
Commission, are:
Joseph Vigliarolo President and Chief Financial Officer
Dal N.R. Gruer Secretary.
The business address for each of the above principal officers of the Issuer is
the same as the Issuer's principal address.
Item 2. Identity and Background.
The person filing this statement is VOYAGER Select IPO Fund, Ltd, a
Bermuda corporation, ("VOYAGER"). VOYAGER'S principal business is making
investments. The address of VOYAGER'S principal business and office is 129 Front
Street, Penthouse Suite, Hamilton, HM12, BERMUDA. VOYAGER is a citizen of
Bermuda.
VOYAGER has not, during the last five years, been convicted in a
criminal proceeding. VOYAGER has not, during the last five years, been subject
to any judgment, decree or final order with respect to any federal or state
securities laws.
VOYAGER has two executive officers and five directors, for whom VOYAGER
provides the following information:
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<PAGE> 5
OFFICERS AND DIRECTORS:
(a) Andrew K. Proctor
Managing Director
(b) Business address:
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(c) Principal Occupation:
Executive Officer and Director
Voyager Management (Bermuda), Ltd.
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(d) During the past five years, Andrew K. Proctor has not been
convicted in a criminal proceeding.
(e) During the past five years, Andrew K. Proctor has not been
subject to any judgment, decree or final order with
respect to any federal or state securities laws.
(f) Citizenship: United States.
Page 5 of 12
<PAGE> 6
(a) Paul D. Lemmon
Managing Director
(b) Business address:
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(c) Principal Occupation:
Executive Officer and Director
Voyager Management (Bermuda), Ltd.
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(d) During the past five years, Paul D. Lemmon has not been
convicted in a criminal proceeding.
(e) During the past five years, Paul D. Lemmon has not been
subject to any judgment, decree or final order with
respect to any federal or state securities laws.
(f) Citizenship: Canada.
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<PAGE> 7
(a) Anthony D. Whaley
Director
(b) Business address:
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(c) Principal Occupation:
Attorney, Partner
Conyers, Dill & Pearman
Hamilton Bermuda
(d) During the past five years, Anthony D. Whaley has not been
convicted in a criminal proceeding.
(e) During the past five years, Anthony D. Whaley has not been
subject to any judgment, decree or final order with
respect to any federal or state securities laws.
(f) Citizenship: British.
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<PAGE> 8
(a) Thomas H. Davis
Director
(b) Business address:
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(c) Principal Occupation:
President
Winchester Global Trust Company Limited
Hamilton BERMUDA
(d) During the past five years, Thomas H. Davis has not been
convicted in a criminal proceeding.
(e) During the past five years, Thomas H. Davis has not been
subject to any judgment, decree or final order with
respect to any federal or state securities laws.
(f) Citizenship: British.
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<PAGE> 9
(a) Nicholas C. Severis
Director
(b) Business address:
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(c) Principal Occupation:
Managing Director
Severis S.A.
Geneva, SWITZERLAND
(d) During the past five years, Nicholas C. Severis has not
been convicted in a criminal proceeding.
(e) During the past five years, Nicholas C. Severis has not
been subject to any judgment, decree or final order with
respect to any federal or state securities laws.
(f) Citizenship: Greek.
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<PAGE> 10
Item 3. Source and Amount of Funds or Other Consideration.
VOYAGER's funds were obtained as equity contributions from various
international investors. Each officer and director of VOYAGER disclaims any
personal investment in the Issuer, and no source of funds is therefore
applicable.
Item 4. Purpose of Transaction.
VOYAGER originally acquired the Preferred Stock to hold for investment
purposes. Recently VOYAGER has been seriously dissatisfied with the Issuer's
performance. VOYAGER intends to continue to evaluate all of its possible options
and reserves the right to act on any of them, including evaluating the Issuer's
business and prospects, acquiring additional shares of Common Stock, converting
VOYAGER's shares of Preferred Stock into Common Stock, seeking to contact and
form a group with other shareholders of the Issuer, disposing of all or a
portion of the Preferred Stock and/or Common Stock owned or to be owned by it,
demanding a shareholder meeting, and/or challenging Issuer management at the
shareholder level (including by challenging management's proposals and/or
candidates for the board of directors at any shareholder meeting). Except to the
extent indicated above, VOYAGER presently has no plans or proposals to do Items
(a) through (j) of Item 4.
Each officer and director of VOYAGER disclaims any personal investment
in the Issuer, and this Item 4 is therefore not applicable to them.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person is the holder of sixteen (16) shares
Preferred Stock. As of January 16, 1998 full conversion by
the Reporting Person of all Preferred Stock now owned by
it at the conversion price determined as of that date
would result in the Reporting Person holding 3,210,272
shares of Common Stock. The Reporting Person is also the
record owner of 1,580 shares of Common Stock.
(b) The Reporting Person is the beneficial holder of 100% of
all issued and outstanding shares of Preferred Stock, and
the beneficial holder of approximately 21% of all issued
and outstanding shares of common stock of the issuer, as
of January 16, 1998 (giving effect to the conversion of
all shares of Preferred Stock).
(c) The Reporting Person originally acquired 20 shares of
Preferred Stock which were issued by the Issuer December
10, 1996. The Reporting Person converted four (4) shares
of such Preferred Stock on January 14, 1997. Since that
first conversion the Reporting Person's transactions in
the Issuer's securities are set forth in the following
table:
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SECURITY REPORT
05/27/96 THROUGH 01/09/98
<TABLE>
<CAPTION>
INVEST CASH+
DATE ACTION SECUR CATEG PRICE SHARES COMMSSN CASH VALUE INVEST.
- -------- ------ ----- ----- ----- ------ ------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11/20/96 Sell Xecom C... 0.906 20,000 -6.00 18,126.00 -18,126.00
01/14/97 Buy Xecom C... 0.490 204,080 -108,325.19 108,325.19
_RlzdGain 8,325.99 8,325.99
01/31/97 Buy Xecom C... 0.827 15,000 -12,405.00 12,405.00
03/21/97 Buy Xecom C... 0.680 5,000 125.00 -3,525.00 3,525.00
03/24/97 Buy Xecom C... 0.781 10,000 327.50 -8,137.50 8,137.50
07/16/97 Sell Xecom C... 0.600 10,000 75.20 4,900.00 -4,900.00
_RlzdGain 1,024.80 1,024.80
07/17/97 Sell Xecom C... 5/8 5,000 25.11 2,450.00 -2,450.00
_RlzdGain 649.89 649.89
07/17/97 Sell Xecom C... 5/8 10,000 75.21 4,900.00 -4,900.00
_RlzdGain 1,274.79 1,274.79
07/18/97 Sell Xecom C... 0.650 10,000 75.22 4,900.00 -4,900.00
_RlzdGain 1,524.78 1,524.78
07/18/97 Sell Xecom C... 11/16 20,000 160.46 9,800.00- 9,800.00
_RlzdGain 3,789.54 3,789.54
07/21/97 Sell Xecom C... 0.719 2,500 110.06 1,225.00 -1,225.00
_RlzdGain 462.44 462.44
07/22/97 Sell Xecom C... 11/16 15,000 130.35 7,350.00 -7,350.00
_RlzdGain 2,832.15 2,832.15
10/31/97 Sell Xecom C... 5/16 25,000 500.00 12,250.00 -12,250.00
_RlzdGain -4,937.50 -4,937.50
11/03/97 Sell Xecom C... 5/16 25,000 250.00 12,250.00 -12,250.00
_RlzdGain 4,687.50 -4,687.50
12/05/97 Sell Xecom C... 1/4 50,000 625.00 24,500.00 -24,500.00
_RlzdGain -12,625.00 -12,625.00
12/09/97 Sell Xecom C... 1/4 20,000 250.00 12,637.54 -12,637.54
_RlzdGain -7,887.54 -7,887.54
12/15/97 Sell Xecom C... 0.230 20,000 200.00 15,818.43 -15,818.43
_RlzdGain -11,418.43 -11,418.43
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TOTAL 05/27/96-01/09/98 -22,957.31 1,285.72 -21,671.59
</TABLE>
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(d) Not applicable.
(e) Not applicable.
Each officer and director of VOYAGER disclaims any investment in the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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: January 21, 1998
ANDREW K. PROCTOR
Managing Director
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