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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
INTERNATIONAL META SYSTEMS, INC.
_______________________________________________________________________________
(Name of Issuer)
Common Stock
_______________________________________________________________________________
(Title of Class of Securities)
45986B 10 8
_______________________________________________________________________________
(CUSIP Number)
Martin S. Albert
Paragon Limited Partnership
Ugland House
Georgetown, Grand Cayman
British Virgin Islands
_______________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 15, 1996
_______________________________________________________________________________
(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 [ x ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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).
(Continued on following pages)
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________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paragon Limited Partnership
________________________________________________________________________________
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
________________________________________________________________________________
<TABLE>
<S> <C> <C>
SOLE VOTING POWER
7
2,000,000
NUMBER OF ________________________________________________________
SHARES
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH
REPORTING ________________________________________________________
PERSON
WITH SOLE DISPOSITIVE POWER
9
2,000,000
________________________________________________________
SHARED DISPOSITIVE POWER
10
</TABLE>
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.42
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*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 (the "Common
Stock"), of International Meta Systems, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 100 N.
Sepulveda Blvd., Sixth Floor, E1 Segundo, CA 90245.
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). The name of the person filing this statement is
Paragon Limited Partnership ("Paragon"), a limited partnership organized under
the laws of the British Virgin Islands. The general partner of Paragon is
Paragon Capital Management, LLC ("Paragon Capital"), a British Virgin Islands
limited liability corporation.
The directors of Paragon Capital are:
Martin S. Albert
Erik C.T. Tiller
Rolv Norderhaug
Peter Lorange
The executive officers of Paragon Capital and their positions are:
Martin S. Albert Director
Erik C.T. Tiller Director
Peter Lorange Director
Rolv Norderhaug Director
The business address of Paragon, Paragon Capital and Messrs. Albert,
Tiller, Norderhaug and Lorange is:
Paragon Capital Management, LLC
Ugland House
Georgetown, Grand Cayman
British Virgin Islands
The principal business of Paragon and Paragon Capital is investment in the
securities of emerging growth companies. The principal occupation of Messrs.
Albert, Tiller and Norderhaug is venture capitalist, retained by Paragon
Capital, and the principal occupation of Peter Lorange is president of the
International Management Development Institute at the following address:
23 Chemin de Bellerive
CH 1001 Lausanne, Switzerland.
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The address of the principal business and office of both Paragon and
Paragon Capital is:
Paragon Capital Management, LLC
Ugland House
Georgetown, Grand Cayman
British Virgin Islands
Mr. Albert is a United States citizen, Mr. Lorange is a citizen of
Switzerland, and Messrs. Tiller and Norderhaug are citizens of Norway.
(d) and (e). During the last five years, neither Paragon nor Paragon
Capital nor, to the best of Paragon's knowledge, Messrs. Albert, Tiller,
Norderhaug or Lorange, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
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
The source of the funds used in making the purchase was the partnership
funds of Paragon Limited Partnership. The amount of funds was $2,000,000.
ITEM 4. PURPOSE OF TRANSACTION
Paragon Limited Partnership purchased 2,000,000 shares of Common Stock the
Company purchased these securities for investment purposes. The Company will
appoint Martin S. Albert, a Director of Paragon Capital Management, LLC to its
Board of Directors in connection with the transaction. Pursuant to a placement
agreement entered into in connection with the transaction, Paragon Capital
Management, LLC shall use its best efforts to place a minimum of 2,000,000
shares and a maximum of 8,000,000 shares of the Company's Common Stock to
certain European residents.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) 2,000,000 shares of Common Stock, equal to 7.42% of the class of
outstanding Common Stock, based on 26,958,848 shares outstanding as of
January 26, 1996, as disclosed in the Stock Purchase Agreement entered
into by and between Paragon and the Company on January 26, 1996.
(b) Paragon has sole voting and dispositive power over all 2,000,000
shares.
(c), (d), (e) Not applicable
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable
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.
February 23, 1996
Paragon Limited Partnership
By: Paragon Capital Management, LLC
General Partner
By: /s/ MARTIN S. ALBERT
------------------------
Martin S. Albert
Director
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