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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
HUTHEESING AJIT
(Last) (First) (Middle)
300 STAMFORD PLACE
(Street)
STAMFORD, CONNECTICUT 06902
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/12/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Issuer Name and Ticker or Trading Symbol
OFFICELAND INC. (OFLDF)
5. Relationship of Reporting Person to Issuer(s) (Check all applicable)
/x/ Director / / 10% Owner
/ / Officer (give title below) / / Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Reporting (Check applicable line)
/ / Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
* If the form is filed by more than one reporting person, see instruction
5(b)(v).
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Beneficially Owned
2. Amount 3. Ownership
of Secu- Form:
rities Direct 4. Nature of
Bene- (D) or Indirect
ficially Indirect Beneficial
Owned (I) Ownership
1. Title of Security (Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5)
- -------------------------------- ------------- ------------- ----------------
<S> <C> <C> <C>
COMMON SHARE, NO PAR VALUE 10,000 D
</TABLE>
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<TABLE>
<CAPTION>
Table II--Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
2. Date Exercisable
and Expiration Date 3. Title and Amount of Securities Underlying Derivative
(Month/Day/Year) Security (Instr. 4)
---------------------- -----------------------------------------------------------
Date Amount or
1. Title of Derivative Exercis- Expiration Title Number of
Security (Instr. 4) able Date Shares
- ---------------------------------------------- ---------- ---------- ---------------------------------------------- -----------
<S> <C> <C> <C> <C>
1. SENIOR SUBORDINATED UNSECURED CONVERTIBLE
NOTE (SEE EXPLANATION OF RESPONSES BELOW)* * * COMMON SHARE 14,705
* * COMMON SHARE 14,705
* * COMMON SHARE 14,705
<CAPTION>
5. Ownership
Form of
Derivative
4. Conver- Security:
sion or Direct 6. Nature of
Exercise (D) or Indirect
Price of Indirect Beneficial
1. Title of Derivative Derivative (I) Ownership
Security (Instr. 4) Security (Instr. 5) (Instr. 5)
- ---------------------------------------------- ------------- ------------- --------------
<S> <C> <C> <C>
1. SENIOR SUBORDINATED UNSECURED CONVERTIBLE
NOTE (SEE EXPLANATION OF RESPONSES BELOW)* $3.40 D
$2.00 D
$1.50 D
</TABLE>
Explanation of Responses:
* (PLEASE REFER TO THE ATTACHMENT)
AJIT HUTHEESING December 23, 1998
- --------------------------------------- --------------------------
**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
EXPLANATION OF RESPONSES:
Table II--Derivative Securities Beneficially Owned
The principal amount of the Senior Subordinated Unsecured Convertible Note
(the "Convertible Notes"), in whole, is convertible into Units (the "Units"),
each Unit being comprised of one Class B Special Share (the "Class B Shares"),
one $1.50 Common Share Warrant and one $2.00 Common Share Warrant.
The Convertible Notes are convertible into B Units upon the completion of
the Issuer's audited financial statements for the fiscal year ended November 30,
1998 as follows:
i. automatically at $3.40 per B Unit if the Issuer's gross profit is a
minimum of 90% of a certain projected gross profit ("PGP");
ii. automatically if the Issuer's gross profit is less than 90% of the
PGP, but more than 70% of the PGP, at a price per B Unit determined by
multiplying $3.40 by a fraction, the numerator of which is the gross profit and
the denominator of which is the PGP, provided that the conversion price shall
not be less than $2.72 per B Unit; or,
iii. if the Company fails to achieve gross profit equal to 70% of PGP, the
holder of the Convertible Note has the option of converting at a price of $2.72
per B Unit or, retaining the Convertible Note, without the convertibility
feature, and receiving, for each $10.00 in principal amount of the Convertible
Note then outstanding, one warrant to purchase one Common Share exercisable at
$2.72 per Common Share for five years from the date of their issue.
Each Class B Share is convertible at any time into one Common Share. Each
Class B Shares has no Date Exercisable and no Expiration Date.
Each $1.50 Common Share Warrant entitles the holder to purchase one Common
Share from the Company at a price of $1.50. The $1.50 Common Share Warrant
expires on November 10, 2003 and may be exercised at any time prior to that
date.
Each $2.00 Common Share Warrant entitles the holder to purchase one Common
Share from the Company at a price of $2.00. The $2.00 Common Share Warrant
expires on November 10, 2003 and may be exercised at any time prior to that
date.
