<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
- ------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.04 per share
- ------------------------------------------------------------------
(Title of Class of Securities)
456908300
- ------------------------------------------------------------------
(CUSIP Number)
J. David Washburn, Esq.
Arter & Hadden
1717 Main Street, Suite 4100
Dallas, Texas 75201 (214) 761-4309
- ------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 19, 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 this
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 (5%) of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent
(5%) 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, 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 (however, see the Notes).
<PAGE>
(1) Name of Reporting Person Infinity Investors Ltd.
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis West Indies
Number of Shares (7) Sole Voting 3,886
Power
Beneficially
(8) Shared Voting N/A
Owned by Each Power
Reporting Person (9) Sole Dispositive 3,886
Power
with:
(10) Shared Dispositive N/A
Power
(11) Aggregate Amount Beneficially Owned 3,886
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by less than 1%
Amount in Row (11)
(14) Type of Reporting Person* CO
* SEE INSTRUCTIONS
<PAGE>
AMENDMENT NO. 2
TO
SCHEDULE 13D
Filed Pursuant to Rule 13d-2
INTRODUCTORY STATEMENT
The Statement on Schedule 13D relating to the Class A common
stock, par value $.04 per share of Information Management
Technologies Corporation filed by Infinity Investors Ltd., a Nevis
business corporation (the "Reporting Person"), on July 9, 1996,
Accession Number 0000950134-96-003403 (the "Original Filing"), and
amended by that Amendment No. 1 to Schedule 13D filed on July 15,
1996, Accession Number 0000950134-96-003536 (the "First Amendment")
is hereby further amended and supplemented by this Amendment No. 2
as follows. Except as otherwise provided herein, capitalized terms
used in this Amendment No. 2 shall have the meanings ascribed to
such terms in the Original Filing.
Item 1. Security and Issuer.
NOT AMENDED.
Item 2. Identity and Background.
NOT AMENDED.
Item 3. Source and Amount of Funds or Other Consideration.
The response to Item 3 is hereby amended to add the following:
As of July 19, 1996, pursuant to the terms of a Letter
Agreement attached as Exhibit 7 hereto and incorporated herein
by reference, the Issuer agreed to waive the Ownership Cap
with respect to a single transaction resulting in the
conversion of not more than 373,886 shares of Common Stock.
As a result, pursuant to Rule 13d-3(d)(1) promulgated under
the Securities Exchange Act of 1934, as amended, the Reporting
Person became the beneficial owner of 373,886 shares of Common
Stock, or approximately 7.0% of the outstanding Common Stock
of the Issuer, based on 4,994,823 shares of Common Stock
outstanding on July 18, 1996. Effective July 19, 1996, the
Reporting Person converted $411,275 principal amount of the
Convertible Debenture and acquired actual ownership of 373,886
shares of Common Stock thereby.
Thereafter, also on July 19, 1996, the Reporting Person
disposed of 370,000 shares of Common Stock in a single open
market transaction at a price of $1.75 per share or an
<PAGE>
aggregate sales price of $647,500 and, as a result, held 3,886
shares on the date thereof (the "Remaining Shares"). The
Reporting Person continues to hold the Remaining Shares.
Effective July 19, 1996, the Convertible Debenture had been
converted in its entirety.
Item 4. Purpose of Transaction.
NOT AMENDED.
Item 5. Interest in Securities of the Issuer.
The response to Item 5 is hereby amended and restated, in its
entirety, to read as follows:
(a) Immediately upon the Issuer's waiver of the
Ownership Cap as described in Item 3 above (July
19, 1996) the aggregate number of shares of Common
Stock which may be deemed to have been beneficially
owned by the Reporting Person as of such date was
373,886 shares constituting approximately 7.0% of
the outstanding Common Stock of the Issuer (based
on 4,994,823 shares of Common Stock outstanding at
July 18, 1996 pursuant to the Issuer's Annual
Report on Form 10-K for the fiscal year ended March
31, 1996 and additional information received from
the Issuer).
The aggregate number of shares of Common Stock
which may be deemed to be beneficially owned by the
Reporting Person on the date hereof is 3,886
shares, constituting .1% of the outstanding Common
Stock of the Issuer, based on 5,368,709 shares of
Common Stock outstanding at July 19, 1996, pursuant
to the Issuer's Annual Report on Form 10-K for the
fiscal year ended March 31, 1996 and additional
information received from the Issuer.
(b) The Reporting Person has the sole power to vote and
dispose of the Remaining Shares.
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(c) Except as specified herein, in the Original Filing,
or in the First Amendment, the Reporting Person has
effected only the following transaction in the
shares of Common Stock of the Issuer within the
preceding sixty (60) days:
<TABLE>
Date Type of Transaction No. of Shares Price/Share
-------------------------------------------------------------
<S> <C> <C> <C>
7/15/96 Market Sale 800 $2.1875
</TABLE>
(d) Not applicable.
(e) The Reporting Person ceased to be the owner of more
than five percent (5%) of the Common Stock on July
19, 1996.
Item 6. Contracts, Arrangements, or Understandings with Respect
to Securities of the Issuer.
The Reporting Person has no other contracts, arrangements,
understandings, or relationships with any person with respect
to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
The response to Item 7 is hereby amended to add the following:
EXHIBIT NO. EXHIBIT
99.6 Amendment No. 2 to Convertible Debenture,
dated July 18, 1996
99.7 Letter Agreement, dated July 19, 1996
<PAGE>
SIGNATURE
After reasonable inquiry, I certify that to the best of
my knowledge and belief the information set forth in this
Statement is true, complete and correct.
Date: July 23, 1996
INFINITY INVESTORS LTD.
By: /s/ James A. Loughran
James A. Loughran
Director
Attention: Intentional misstatements or
omissions of fact constitute federal
criminal violations (see 18 U.S. C. 1001).
<PAGE>
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF
INFINITY INVESTORS LTD.
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present
principal occupation or employment of each director and executive
officer of Infinity Investors Ltd. (the "Reporting Person").
<TABLE>
<CAPTION>
Name and
Position
Citizenship or Present Principal
With
Place of Occupation or
Reporting
Organization Business Address Employment
Person
- -------------- ---------------- -----------------
- ---------
<S> <C> <C>
<C>
Cofides S.A.* Memorial Square Nevis business
Director
(Nevis, P. O. Box 556 corporation which
West Indies) Nevis, West Indies serves as the
Director of various
entities
James Loughran 38 Hertford Street Lawyer
Director
(Irish) London, England
W1Y 7TG
James E. Martin 38 Hertford Street Accountant
Director
British London, England
W1Y 7TG
SECORD Limited 38 Hertford Street British corporation
Secretary
(England) London, England which serves as the
W1Y 7TG Secretary of various
entities
Margareta Hedstrom 37 Shepherd Street Business Executive
President/
(Swedish) London, England
Treasurer
W1Y 7LH
<FN>
- ----------
* The members of the Board of Directors of Cofides S.A. are
James A. Loughran, Siobhan B. Loughran, James E. Martin,
Ashley Bolt + Co. Limited and Margareta Hedstrom.
</FN>
</TABLE>
The Reporting Person advises that no persons and/or
organizations control the Reporting Person (either individually or
as a group) as that term is used in Instruction C to Rule 13d-101
promulgated under the Securities Exchange Act of 1934, as amended.
Exhibit 99.6
AMENDMENT NO. 2 TO 6% CONVERTIBLE DEBENTURE
DUE MARCH 5, 1998
AMENDMENT to the 6% Convertible Debenture due March 5, 1998,
as amended by Amendment No. 1 thereto dated as of June 20, 1996
(the "Debenture") of Information Management Technology, Inc., a
Delaware corporation (the "Company"), dated as of this 18th day of
July, 1996.
W I T N E S S E T H:
WHEREAS, the Company has issued the Debenture in the original
principal amount of Two Million One Hundred Thousand Dollars
($2,100,000.00), of which Four Hundred Eleven Thousand, Two Hundred
Seventy Five Dollars ($411,275) is presently outstanding; and
WHEREAS, the Debentures are convertible by their terms into
shares of the Company's common stock, par value $.04 per share (the
"Common Stock"); and
WHEREAS, the Company wishes to amend the Debenture as set
forth below:
NOW, THEREFORE, IT IS AGREED:
1. Section 3.1(b) of the Debenture is hereby amended by
deleting such section in its entirety and inserting in lieu thereof
the following new Section 3.1(b):
"(b) Less than all of the principal amount of this
Debenture may be converted into Common Stock if the portion
converted is $10,000 or a whole multiple of $10,000 and the
provisions of this Article 3 that apply to the conversion of all of
the Debenture also apply to the conversion of a portion of it. All
or any portion of the Debenture is convertible at any time, and
from time to time, beginning forty (40) days after the closing of
the Holder's purchase of this Debenture (the "Closing"). The
conversion price shall be the lesser of (x) $1.10 or (y) thirty
percent (30%) of (less than) the current market price of the Common
Stock on the conversion date (the "Conversion Date")."
2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other
provision of the Debenture.
3. The interpretation and construction of this
Amendment, and all matters relating hereto, shall be governed by
the laws of the State of New York applicable to agreements executed
and to be performed solely within such State.
<PAGE>
4. This Amendment shall become effective as of the date
(the "Effective Date") first written above, on the date when the
Company shall have signed a copy hereof.
5. From and after the Effective Date all references to
the Debenture (whether in the Debenture, the Offshore Convertible
Securities Subscription Agreement of Information Management
Technology, Inc., dated as of March 5, 1996 or any other document
or agreement prepared in connection with the transaction
contemplated thereby) shall be deemed to be references to the
Debenture as amended hereby.
IN WITNESS WHEREOF, the Company has caused its corporate name
to be hereunto subscribed by its officers thereunto duly
authorized, all as of the day and year first above written.
INFORMATION MANAGEMENT
TECHNOLOGY, INC.
By: /s/ Joseph A. Gitto
-----------------------
Name: Joseph A. Gitto
Title: President
Agreed and acknowledged this 18th day of July, 1996
INFINITY INVESTORS LTD.
By: /s/ James A. Loughran
---------------------
Name: James A. Loughran
Title: Director
<PAGE>
Exhibit 99.7
SUISSE FINANCE CORPORATION
27 Wellington Road
Cork, Ireland
VIA FAX: (212) 962-4551
July 22, 1996
Information Management Technologies Corporation
130 Cedar Street
New York, NY 10006
Attention: Mr. Joseph A. Gitto, Jr.
Re: Amendment to 6% Convertible Debentures due 3/5/98
Dear Mr. Gitto:
Enclosed is a Notice of Conversion requesting that $411,275
principal amount of our debentures referenced above be converted.
Our calculations reflect that the conversion price should be $1.10
per share, which should generate 373,886 shares of Information
Management Technologies Corporation (the "Company") common stock.
Such conversion will require that the company waive the provision
in the debenture which limits our right to convert the debenture in
the event that after such conversion, Infinity would own more than
4.99% of the outstanding common stock of the Company. Please
acknowledge this letter where indicated to evidence such waiver.
The stock certificate should be delivered to our representative
from the law firm of Watson, Farley & Williams, who will be present
at the offices of American Stock Transfer tomorrow. The remaining
debenture should be delivered to:
Infinity Investors, Ltd.
Attn: Barrett Wissman
1601 Elm Street
Suite 4000
Dallas, TX 75201
Please note that the debenture terms should reflect the amendment
thereto which you executed this morning. Hard copies of the Notice
of Conversion and Debentures are being sent by overnight mail
tonight.
Thank you or your prompt assistance.
Sincerely,
/s/ Clark Hunt
Clark Hunt,
Consultant
Acknowledged this 22nd day of July, 1996
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
By: /s/ Joseph A. Gitto
-------------------------------
Name: Joseph A. Gitto
Title: President
