SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CASMYN CORP.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
1476191002
- --------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Krista L. Ward George J. Mazin
Stark Investments Lowenstein, Sandler, Kohl,
1500 West Market Street Fisher & Boylan, P.A.
Mequon, WI 53092 65 Livingston Avenue
(414) 241-1810 Roseland, New Jersey 07068
(201) 992-8700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 22, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-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>
CUSIP NO. 1476191002
- --------------------------------------------------------------------------------
1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Michael A. Roth and Brian J. Stark (filing as joint filers pursuant to
Rule 13(d)1(f)(1))
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions):WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of 7) Sole Voting Power: 0
----------------------------------------------------
Shares Beneficially 8) Shared Voting Power: 1,333,035*
----------------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 0
----------------------------------------
Person With: 10) Shared Dispositive Power: 1,333,035*
----------------------------------------------------
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,333,035*
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 9.9%**
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IN
- --------------------------------------------------------------------------------
* 666,518 shares of the Issuer's common stock ("Shares") beneficially owned by
the reporting persons are issuable to Stark International ("Stark") upon
conversion of preferred stock purchased by Stark from the Issuer. 666,518 shares
of the Issuer's common stock ("Shares") beneficially owned by the reporting
persons are issuable to Shepherd Investments International, Ltd. ("Shepherd")
upon conversion of preferred stock purchased by Shepherd from the Issuer. At the
date of this filing, neither Stark nor Shepherd have converted any of such
preferred stock. Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934,
the reporting persons are deemed to be the beneficial owners of all Shares which
are issuable upon conversion of the Issuer's preferred stock. See Items 2 and 5
for additional details.
** The reporting persons, Stark and Shepherd have agreed not to convert any
portion of the Issuer's preferred stock which would result in the reporting
persons and their affiliated entities beneficially owning more than 9.9% of the
outstanding Shares. See Item 6 for additional details.
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock of Casmyn Corp. ("Shares"). The
issuer has principal executive offices located at 1335 Greg Street, Unit 104,
Sparks, Nevada 89431.
Item 2. Identity and Background
1.
a) Name: Brian J. Stark
b) Residence or Business Address: 1500 West Market Street
Mequon, WI 53092
c) Occupation: Investment Fund Manager
Staro Asset Management, L.L.C., Stark & Roth, Inc.,
Staro Partners
1500 West Market Street
Mequon, WI 53092
d) Convictions: none
e) Civil Proceedings: none
f) Citizenship: United States
2.
a) Name: Michael A. Roth
b) Residence or Business Address: 1500 West Market Street
Mequon, WI 53092
c) Occupation: Investment Fund Manager
Staro Asset Management, L.L.C.
Stark & Roth, Inc.,
Staro Partners
1500 West Market Street
Mequon, WI 53092
d) Convictions: none
e) Civil Proceedings: none
f) Citizenship: United States
3.
a) Name: Stark International ("Stark")
b) State of Organization: Bermuda
c) Principal Business: Securities Trading
Address of principal business: Century House
31 Richmond Road
Hamilton HM-08 Bermuda
d) Address of Principal Office: same
e) Convictions: none
f) Civil proceedings: none
4.
a) Name: Shepherd Investment International, Ltd. ("Shepherd")
b) State of Organization: British Virgin Islands
c) Principal Business: Securities Trading
Address of principal business: c/o International Fund
Administration, Ltd.
48 Par-La Ville Road,
Suite 464
Hamilton, HM 11 Bermuda
d) Address of Principal Office: same
e) Convictions: none
f) Civil proceedings: none
Item 3. Source and Amount of Funds or Other Consideration
All funds used by Stark and Shepherd to purchase the Issuer's preferred
stock (which are convertible into Shares) were obtained from the assets of each
respective partnership. The amount of funds used in making the purchase was
$1,032,800 and $1,032,800, respectively.
Item 4. Purpose of Transaction
The acquisition of the Issuer's preferred stock (which are convertible into
Shares) by Stark and Shepherd is solely for investment purposes. Further
acquisitions, sales or short sales of securities of the Issuer may be made for
investment purposes, however, neither reporting person has present plans or
intentions which relate to or would result in any of the transactions required
to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Based upon the information contained in Casmyn Corp.'s 10Q/A for the period
ending June 30, 1997, there were issued and outstanding 13,464,967 Shares.
Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, the reporting
persons are deemed to be the beneficial owners of 1,333,035 Shares or 9.9% of
the Shares.
Stark and Shepherd each hold shares of the Issuer's preferred stock which
are convertible into Shares based on a floating conversion ratio. Due to the
variables of this ratio, the number of Shares beneficially owned by the
reporting persons may fluctuate on a daily basis. Accordingly, the reporting
persons have reported on this Schedule 13D beneficial ownership of 1,333,035
Shares which (as of the date of this filing) is equal to 9.9% of the outstanding
Shares, the maximum percentage ownership of Shares the reporting persons and
their affiliates may beneficially own pursuant to an agreement with the Issuer.
Each of Stark and Shepherd may be issued 666,518 Shares upon conversion of the
Issuer's preferred stock held by each entity. Upon the conversion of such
preferred stock, the reporting persons would have shared power to vote or direct
the vote and shared power to dispose or direct the disposition of the Shares
held by Stark and Shepherd by virtue of their position as the managing partners
of each such partnership. At the date of this filing, neither Stark nor Shepherd
have converted any of the Issuer's preferred stock.
The following tables detail the transactions by entities controlled by the
reporting persons in the securities of the Issuer during the past 60 days:
Stark International
Date Quantity Price Transaction Type
9/02/97 40,000* 25.82 Private Placement
Purchase
Shepherd Investments International Ltd.
Date Quantity Price Transaction Type
9/02/97 40,000* 25.82 Private Placement
Purchase
- ------------------------
* Number of shares of preferred stock purchased from the Issuer.
No other entity controlled by the reporting persons has traded Securities
of the Issuer within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The reporting persons, through Stark and Shepherd, are the holders of
shares of the Issuer's preferred stock which are convertible into Shares. The
reporting persons, Stark and Shepherd have agreed with the Issuer not to convert
any portion of the preferred stock which would result in the reporting persons
and their affiliates beneficially owning more than 9.9% of the outstanding
Shares.
Item 7. Material to be filed as exhibits
Exhibit 1: Agreement of reporting persons as to joint filing.
<PAGE>
EXHIBIT 1
AGREEMENT AS TO JOINT FILING
Dated October 1, 1997
The undersigned hereby agree that the Schedule 13D with respect to Casmyn
Corp. dated as of the date hereof is filed on behalf of each of the undersigned
jointly pursuant to Rule 13d-1(f)(1).
/s/Brian J. Stark
_________________________
Brian J. Stark
/s/Michael A. Roth
_________________________
Michael A. Roth
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
October 1, 1997
/s/Brian J. Stark
_________________________
Brian J. Stark
/s/ Michael A. Roth
__________________________
Michael A. Roth
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
