<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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)
Stuart J. Chasanoff, Esq.
4000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201 (214) 720-1608
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 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).
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CUSIP No. 456908300 13D
<TABLE>
<S> <C> <C> <C>
(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 248,742
Power
Beneficially
(8) Shared Voting N/A
Owned by Each Power
Reporting Person (9) Sole Dispositive 248,742
Power
with:
(10) Shared Dispositive N/A
Power
(11) Aggregate Amount Beneficially Owned 248,742
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 4.98%
Amount in Row (11)
(14) Type of Reporting Person* CO
</TABLE>
* SEE INSTRUCTIONS
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CUSIP No. 456908300 13D
AMENDMENT NO. 1
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"), is hereby amended and supplemented by this Amendment No. 1 as
follows. Except as otherwise provided herein, capitalized terms used in this
Amendment No. 1 shall have the meanings ascribed to such terms in the Original
Filing.
ITEM 1. SECURITY AND ISSUER.
The response to Item 1 is hereby amended and restated, in its entirety, to read
as follows:
This Statement on Schedule 13D (this "Statement") relates to the Class
A common stock, $.04 par value per share (the "Common Stock"), of
Information Management Technologies Corporation, a Delaware
corporation, which has its principal executive offices located at 130
Cedar Street, 4th Floor, New York, New York 10006 (the "Issuer").
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:
On July 10, 1996, pursuant to the terms of a Letter Agreement attached
as Exhibit 5 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 430,000 shares of Common
Stock. Immediately prior to this waiver, the Reporting Person held
800 shares of Common Stock of the Issuer. 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
430,800 shares of Common Stock, or approximately 8.6% of the
outstanding Common Stock of the Issuer, based on 4,564,823 shares of
Common Stock outstanding on July 9, 1996. Effective July 10, 1996,
the
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CUSIP No. 456908300 13D
Reporting Person converted $413,875 principal amount of the
Convertible Debenture and acquired actual ownership of an additional
430,000 shares of Common Stock thereby.
Thereafter, also on July 10, 1996, the Reporting Person disposed of
430,000 shares of Common Stock in a single open market transaction at
a price of $1.625 per share or an aggregate sales price of $698,750
and, as a result, held 800 shares on the date thereof (the "Remaining
Shares"). The Reporting Person continues to hold the Remaining
Shares.
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 10, 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 430,800 shares
constituting approximately 8.6% of the outstanding
Common Stock of the Issuer (based on 4,564,823 shares
of Common Stock outstanding at July 9, 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 248,742
shares, constituting 4.98% of the outstanding Common
Stock of the Issuer, based on 4,994,823 shares of
Common Stock outstanding at July 10, 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 (247,942 shares
or 4.96% of which the Reporting Person beneficially
holds as a result of its right to acquire shares of
Common Stock upon conversion of the Convertible
Debenture).
(b) The Reporting Person has the sole power to vote and
dispose of the Convertible Debenture and the
Remaining Shares.
(c) Except as specified herein or in the Original Filing,
the Reporting Person has effected no other
transactions in the shares of Common Stock of the
Issuer within the preceding sixty (60) days.
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CUSIP No. 456908300 13D
(d) Not applicable.
(e) The Reporting Person ceased to be the owner of more
than five percent (5%) of the Common Stock on July
10, 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
----------- -------
99.5 Letter Agreement, dated July 10, 1996
<PAGE> 6
CUSIP No. 456908300 13D
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 12, 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> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
99.5 Letter Agreement, dated July 10, 1996
</TABLE>
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CUSIP No. 456908300 13D
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>
PRESENT PRINCIPAL
NAME AND CITIZENSHIP OR OCCUPATION OR POSITION WITH
PLACE OF ORGANIZATION BUSINESS ADDRESS EMPLOYMENT REPORTING PERSON
----------------------- ---------------- ----------------- ----------------
<S> <C> <C> <C>
Cofides S.A.* Memorial Square Nevis business corporation Director
(Nevis, West Indies) P. O. Box 556 which serves as the
Nevis, West Indies 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 which Secretary
(England) London, England serves as the Secretary of
W1Y 7TG various entities
Margareta Hedstrom 37 Shepherd Street Business Executive President/
(Swedish) London, England Treasurer
W1Y 7LH
</TABLE>
- ---------------
* 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.
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.
<PAGE> 1
SUISSE FINANCE CORPORATION EXHIBIT 99.5
27 Wellington Road
Cork, Ireland
VIA FAX: (212) 962-4551
July 10, 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 $413,875 principal amount of
our debentures referenced above be converted. Our calculations reflect that
the conversion price should be $0.9625 per share, which should generate 430,000
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/ Barrett Wissman
Barrett Wissman,
Consultant
Acknowledged this 10th day of July, 1996
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
By: /s/ Joseph A. Gitto, Jr.
-------------------------------------------
Name: Joseph A. Gitto, Jr.
Title: President
