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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO___________)*
Camera Platforms International, Inc.
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(Name of Issuer)
Common Stock, $0.0005 Par Value Per Share
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(Title of Class of Securities)
133255-10-9
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(CUSIP Number)
David L. Ficksman, Esq.
Loeb & Loeb LLP
10100 Santa Monica Boulevard, Suite 2200, Los Angeles, CA 90067
(310) 282-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 10, 2000
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(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 [_].
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 the
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, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act.
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CUSIP No. 133255-10-9
1 NAME OF REPORTING PERSON
Martin Perellis and Joanne Perellis, as trustees of The Perellis
2000 Trust, a California trust U/A/D/ 07/19/2000.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,484,512 (Subject to Adjustment -
BENEFICIALLY See Items 3 and 5)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON
9 SOLE DISPOSITIVE POWER
2,484,512 (Subject to Adjustment -
See Items 3 and 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,484,512 (See Items 3 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25%
14 TYPE OF REPORTING PERSON
OO
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.0005 par
value per share (the "Common Stock"), of Camera Platforms International, Inc., a
Delaware corporation (the "Company"). The principal executive office of the
Company is located at 10909 Vanowen Street, North Hollywood, California 91605.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Martin Perellis ("Mr. Perellis")
and Joanne Perellis ("Ms. Perellis" and together with Mr. Perellis, the
"Trustees") as trustees of The Perellis 2000 Trust, a California Trust U/A/D/
07/19/2000 (the "Trust"). The principal business address of the Trust is 7860
Torreyson Drive, Los Angeles, California 90046. The principal business of Mr.
Perellis is President of Consolidated Productions Inc., an entertainment
production company. The principal business of Ms. Perellis is executive officer
of Consolidated Production Inc., an entertainment production company. The
residence and business address of the Trustees is 7860 Torreyson Drive, Los
Angeles, California 90046.
During the past five years, neither Mr. Perellis, Ms. Perellis nor
the Trust has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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 activity 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
Pursuant to an Order of Confirmation dated June 28, 2000 of the
United States Bankruptcy Court for the Central District of California entered
June 29, 2000, the Company's Second Amended Plan of Reorganization (the "Plan")
was confirmed. Under the Plan, DOOFF, LLC ("DOOFF"), a California limited
liability company and the successor in interest to Foothill Capital Corporation,
the Company's secured lender, is entitled to receive (1) 4,000,000 shares of
Common Stock in partial consideration for the restructure of its secured claim
and in partial consideration for the new working capital line which DOOFF
provided to the Company and (2) 969,023 shares of Common Stock based on one
share for each $2.00 of its approved claim. Additionally, DOOFF is entitled to
receive an aggregate of 49.9999% of the outstanding shares of Common Stock of
the Company (the "DOOFF Shares") after giving effect to all distributions under
the Plan (including the 4,969,023 shares referred to above) in partial
consideration for DOOFF providing a working capital facility to the Company. As
the amount of distributions under the Plan has not yet been determined, the
number of shares to which DOOFF is entitled cannot be ascertained at this time.
Subsequent to the confirmation of the Plan, DOOFF assigned half of its
entitlement to the DOOFF Shares to the Trust and half of the DOOFF Shares to the
Wolas Family Limited Partnership. Mr. Perellis and Herbert Wolas, a limited
partner of the Wolas Family Limited Partnership, were the sole members of DOOFF.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock owned by the Trust were acquired for
investment purposes and in connection with acquiring a controlling interest in
the Company. The Trustees intend to review their investment in the Company on a
continuing basis and, depending upon price and availability of securities of the
Company, subsequent developments affecting the Company, the Company's business
and prospects, general stock market and economic conditions, tax considerations
and other factors deemed relevant, to consider increasing or decreasing the size
of the Trust's investment in the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the Trust beneficially owned 2,484,512 of the
outstanding shares of Common Stock (subject to adjustment as set forth in Item 3
above). Such shares represent approximately 24.9995%
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of the outstanding shares of Common Stock. The only beneficiaries of the Trust
are Mr. Perellis and Ms. Perellis. Other than Mr. Perellis and Ms. Perellis, no
one else exercises any type of control over the Trust. The Trustees have
unlimited control in their management of the Trust.
(b) By virtue of their status as trustees of the Trust, Mr. Perellis and
Ms. Perellis have the power to vote or direct the vote of the securities owned
by the Trust. By virtue of their status as Trustees of the Trust, Mr. Perellis
and Ms. Perellis have the power to dispose or direct the disposition of the
securities owned by the Trust.
(c) The Trustees have not effected any transaction in the Common Stock
during the past 60 days, except as disclosed herein.
(d) As beneficiaries of the Trust, the Beneficiaries may have the right
to receive dividends from, or the proceeds from the sale of, securities held by
the Trustees, including shares of the Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than as described in Items 3 and 5 above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Company, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Second Amended Plan of Reorganization dated as of April 17, 2000.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information named in this statement is true, complete and correct.
Date: July 19, 2000 THE PERELLIS 2000 TRUST
By: /s/ Martin Perellis
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Martin Perellis, Trustee
By: /s/ Joanne Perellis
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Joanne Perellis, Trustee
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Second Amended Plan of Reorganization dated as of April 17, 2000.
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