SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ELECTROCON INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
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(Title of Class of Securities)
285 296 20 8
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(CUSIP Number)
Mr. Judah Klausner
P.O. Box 181, Sagaponack, New York 11962
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 22, 1999
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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 [ ]
(Page 1 of 7 Pages)
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SCHEDULE 13D
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CUSIP NO. 285 296 20 8 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Judah Klausner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) XX
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
-0-
--------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 670,250
EACH REPORTING PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
670,250
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
670,250
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
Does not include 79,750 Shares for which Mr. Klausner disclaims
ownership. These Shares will be issued to the minority shareholders of
Visual Access Technologies, Inc. ("Visual Access"). Mr. Klausner is
the sole director, officer and majority shareholder of Visual Access.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%* Based on 7,710,420 shares of common stock outstanding after issuance
of 250,000 Shares, as reported by the Issuer in a Patent License Agreement
and its most recently filed Form 20-F.
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 285 296 20 8 PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Visual Access Technologies, Inc. ("Visual Access")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) XX
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
-0-
--------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 750,000
EACH REPORTING PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
750,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%* Based on 7,710,420 shares of commont stock outstanding after issuance
of 250,000 Shares as reported by the Issuer in a Patent License Agreement
and its most recently filed Form 20-F.
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 285 296 20 8 Page 4 of 7 Pages
This Amendment No. 1 amends the Schedule 13D filed by Judah Klausner
with the Securities and Exchange Commission (the "SEC") on January 10, 1996.
This statement is being filed with the Securities and Exchange
Commission (the "SEC") by Judah Klausner and Visual Access Technologies,
Inc. (Judah Klausner and Visual Access sometimes referred to as the "Reporting
Persons") in accordance with the requirements of Rule 13d-1 promulgated by the
SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of the date of this filing, the Reporting Persons are not the record holders
of the 250,000 Shares for which this amendment is being filed. On September 22,
1999 the Issuer and Visual Access entered into a Patent License Agreement
whereby the Issuer agreed to issue 250,000 Shares to Visual Access as partial
consideration for the license. The 250,000 Shares have not yet been issued. The
Reporting Persons may be deemed to be the beneficial holders of the 250,000
Shares. Visual Access may also deemed to be the beneficial owner of the 500,000
Shares held by Mr. Klausner as a result of Mr. Klausner's positions as the sole
officer and director of Visual Access. At the direction of Visual Access, the
250,000 Shares issuable under the Patent License Agreement will be issued
directly to the shareholders of Visual Access. After issuance of these 250,000
Shares to its shareholders, Visual Access will not be the beneficial owner of
any Shares of the Issuer. Mr. Klausner disclaims ownership of the 79,750 Shares
to be issued to the minority shareholders of Visual Access.
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to the shares
of common stock, par value $.0001 per share (the "Shares"), of Electrocon
International Inc., a British Virgin Islands Limited Liability International
Business Company (the "Issuer"). The address of the Issuer's principal executive
office is Prosperity Centre, 8/F, Block B, 77 Container Port Road, Kwai Chung,
New Territories, Hong Kong.
Item 2. Identity and Background.
This amended Statement is filed by (i) Judah Klausner and (ii) Visual
Access Technologies, Inc., ("Visual Access") with respect to 250,000 Shares
issuable to Visual Access pursuant to a Patent License Agreement and 500,000
Shares which Judah Klausner is the beneficial holder. Visual Access may be
deemed the beneficial holder of any Shares which Mr. Klausner is the beneficial
holder. Visual Access disclaims beneficial ownership of any Shares held by Mr.
Klausner in his own name and 79,750 Shares, being that portion of the Shares to
be issued directly to Visual Access' shareholders.
The principle business of Visual Access consists of holding, licensing
and exploiting certain patents for inventions of which Mr. Klausner is the
inventor. The principal business address of Visual Access is P.O. Box 181,
Sagaponack, New York 11962. Visual Access was incorporated in New York.
The President, Treasurer, Secretary, sole director and majority
shareholder of Visual Access is Judah Klausner. Mr. Klausner's business address
is P.O. Box 181, Sagaponack, New York 11962. He is a citizen of the United
States. Mr. Klausner's principal occupation is that of an independent inventor.
Neither Mr. Klausner nor Visual Access has, during the last five
years, either been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or 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.
<PAGE>
SCHEDULE 13D
CUSIP No. 285 296 20 8 Page 5 of 7 Pages
Item 3. Source and Amount of Funds or Other Consideration
This amended Schedule 13D is being filed to report the beneficial
ownership of 250,000 Shares issuable to Visual Access as partial consideration
pursuant to a Patent License Agreement. At the direction of Visual Access, the
shares will be issued directly to the shareholders of Visual Access. A copy of
the Patent License Agreement is attached hereto as Exhibit "A". Mr. Klausner
will acquire 170,250 Shares in this transaction.
On January 3, 1996, Mr. Klausner acquired 500,000 Shares in settlement
of certain claims among Mr. Klausner, Elmer Yuen and Tele-Art, Inc.
("Tele-Art"), among others. See Item 4 below for a more detailed description of
such settlement. The information in this paragraph was previously filed with the
SEC in a paper filing format.
Item 4. Purpose of Transactions.
Visual Access will acquire 250,000 Shares as partial consideration for
the licensing of one of its products. Of these Shares, Mr. Klausner will acquire
170,250 Shares and the minority shareholders of Visual Access will acquire the
remaining 79,750 Shares as an investment.
Mr. Klausner previously acquired 500,000 Shares in settlement of
certain claims among Messrs. Klausner and Yuen and Tele-Art, among others,
pursuant to a Settlement Agreement, dated November 15, 1995 (the "Settlement
Agreement"). Pursuant to the Settlement Agreement, the 500,000 Shares were
transferred to Mr. Klausner in complete and final settlement of all claims and
obligations between Mr. Klausner and Mr. Yuen and Tele-Art, with respect to any
amounts due and owing under a certain non-negotiable Promissory Note dated March
30, 1992 (the "Tele-Art Note") in the original principal amount of U.S.
$740,000. The information in this paragraph was previously reported in the
Schedule 13D which was filed by Mr. Klausner with the SEC in paper filing
format.
Neither Visual Access nor Mr. Klausner have any present plans or
proposals which to the Reporting Person's knowledge relate to or would result
in: (a) the acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any changes in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on its board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) any changes in the Issuer's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); or (j) any action similar to any of those enumerated above.
Depending on circumstances, including general economic circumstances,
then existing, or circumstances disclosed by the Issuer in public releases or
filings with the Securities and Exchange Commission, Mr. Klausner reserves the
right to change his plans or proposals with respect to any of the foregoing
subjects (a) through (j), including his right to increase, decrease, or dispose
of his beneficial ownership of the Shares in the open market, through privately
negotiated transactions, or otherwise.
<PAGE>
SCHEDULE 13D
CUSIP No. 285 296 20 8 Page 6 of 7 Pages
Item 5. Interest in the Securities of the Issuer.
Visual Access may be deemed to be the beneficial owner of an aggregate
of 750,000 Shares prior to the distribution of 250,000 Shares to its
shareholders. This represents 9.7% of the Issuer's outstanding shares<F1>.
Visual Access' holdings may be deemed to include: (i) the 500,000 Shares for
which Mr. Klausner is the beneficial holder and (ii) 250,000 Shares issuable to
it under the Patent License Agreement before such Shares are issued to Visual
Access' Shareholders. Visual Access may be deemed to have indirect voting and
dispositive power with respect to the 670,250 Shares (the original 500,000
Shares held by Mr. Klausner and the 170,250 Shares being acquired by him as
described above) by virtue of Mr. Klausner's ownership of such Shares. Visual
Access disclaims ownership of these 670,250 Shares. Visual Access will
immediately cease to be a shareholder of the Issuer upon the issuance of the
Shares to its shareholders.
Mr. Klausner is the beneficial owner of 670,250 Shares which
constitutes 8.7% of the outstanding Shares<F1>. Mr. Klausner has the sole power
to vote or to direct the vote and the sole power to dispose or to direct the
disposition of the shares of Common Stock of the Issuer beneficially owned by
him. Mr. Klausner disclaims beneficial ownership of the 79,750 Shares
beneficially owned by the minority shareholders of Visual Access. Such minority
shareholders are not controlled by or under common control with Mr. Klausner.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to
Securities of the Issuer.
None.
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<F1> Based on 7,710,420 Shares outstanding after issuance of the
250,000 Shares, as reported by the Issuer in a Patent License Agreement and its
most recently filed Form 20F.
<PAGE>
SCHEDULE 13D
CUSIP No. 285 296 20 8 Page 7 of 7 Pages
Item 7. Material to be filed as Exhibits.
Exhibit A. Patent License Agreement dated as of September 22, 1999
between the issuer and Visual Access.
Exhibit B. Agreement of Visual Access and Judah Klausner pursuant to
Rule 13d-1(k)(i).
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement with
respect to it is true, complete and correct.
Dated: September 27, 1999
By: /s/ Judah Klausner
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Judah Klausner
VISUAL ACCESS TECHNOLOGIES, INC.
By: /s/ Judah Klausner
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Judah Klausner, President
<PAGE>
EXHIBIT A
PATENT LICENSE AGREEMENT ON WEB MAIL CARDS
THIS AGREEMENT made by and between Visual Access Technologies, Inc.
("VAT") a New York corporation having a principal office at P.O. Box 181,
Sagaponack, NY, hereafter referred to as "Licensor" and Electrocon
International, Inc. ("Electrocon") having a principal office at Blk. B, 8/F,
Prosperity Centre, 77 Container Port Road, Kwai Chung, N.T. Hong Kong,
hereinafter referred to as "Licensee" witnesseth that;
WHEREAS, Licensor is the owner of the entire right, title and interest
in and to an invention entitled, "Telephone Answering Device Linking Displayed
Data with Recorded Audio Message" covered by United States Letters Patents
#5,390,236 and #5,572,576 and by all corresponding foreign patents and/or
pending foreign applications (the "Patents").
WHEREAS, Licensee is desirous of obtaining a license under said patent
to manufacture, use and sell Web Mail Cards ("WMC"), hereinafter defined, and to
develop certain enabling software which operates in conjunction with WMCs.
NOW THEREFORE, be it known that for and in consideration of the mutual
covenants and agreements hereinafter recited, the parties agree as follows:
Definitions
As used herein the following terms are defined as follows:
"Affiliate" shall mean now or hereafter any person, firm, corporation or
entity which owns or controls directly or indirectly any equity interest in
Licensee, or any portion of whose equity is owned or controlled directly or
indirectly by Licensee.
"Licensor" shall mean Visual Access Technologies, Inc. and any successor or
assignee to Licensor's patent rights.
"Licensee" shall mean Electrocon International, Inc.
"Licensor's Patent Rights" shall mean all of Licensor's rights under the
Patents.
"Licensed Invention" shall mean the invention as disclosed and claimed in
the Patents, and specifically limited to the use of WMC and related Enabling
Software as defined below.
<PAGE>
"WMC" shall mean a hand held display device which is held to a phone's
earpiece and which is capable of receiving download of messaging pages from a PC
or server, allowing for retrieval of voice, e-mail and fax mail.
"Enabling Software" shall mean software residing in a server or PC,
specifically designed to cooperate with the Licensee's chosen WMC format,
enabling the operation of the WMC in conjunction with the server or PC, per the
Licensed Invention. Nothing herein shall permit Licensee to sell Enabling
Software other than as an integral part of a WMC.
"Net Selling Price" shall mean the invoice price of the WMCs sold by
Licensee less provable allowances for return of defective WMCs, sales taxes (to
the extent included in the invoice price) and provable replacement or
promotions.
In the event of sales of WMCs to an Affiliate, the Net Selling Price for
such sales shall be understood, for purposes of this Agreement, to be the larger
of the Net Selling Price as defined above, for such sale, or Net Selling Price
as defined above for the most similar WMCs sold by Licensee during the next
preceding calendar quarter to an entity which is not an Affiliate.
Licenses
In consideration of the undertaking and covenants of Licensee as
hereinafter set forth, Licensor hereby grants to Licensee the following:
1) An exclusive license under said Licensor's Patent rights to make, to have
made for it, and to use and sell WMCs in, and only in Asia;
2) A non-exclusive license to manufacture WMCs for sale in all markets outside
of Asia.
3) A non-exclusive license in, and only in Asia to make, use and sell Enabling
Software, limited to such software as is specifically designed for use with
and delivered in conjunction with cooperating WMC's sold by Licensee and on
which royalties are being paid to Licensor.
The purchaser from licensee of Enabling Software shall have an implied
license to use such Enabling Software in conjunction with a WMC, but not for
another purpose.
Nothing herein shall be deemed to grant an exclusive license to make WMCs
in Asia for use and/or sale outside of Asia.
2
<PAGE>
Nothing herein shall be deemed to create any rights or grant any license
direct or implied to any person, firm, corporation or entity, other than
Licensee. Nothing herein shall obligate Licensee to exploit or use the rights
licensed hereunder.
Initial Payment
Upon the signing of this agreement, Electrocon shall issue to VAT 250,000
COMMON SHARES. THE SHARES SHALL BE FULLY PAID AND NON-ASSESSABLE.
ELECTROCON HEREBY CERTIFIES THAT THERE ARE 7,460,420 SHARES OF COMMON STOCK
OUTSTANDING AS OF THE DATE OF THIS AGREEMENT SO THAT AFTER ISSUANCE OF THE
250,000 SHARES THE TOTAL OUTSTANDING SHALL BE 7,710,420.
Royalties
Licensee agrees to pay Licensor a running royalty equal to three percent
(3%) of the Net Selling Price of all WMCs manufactured and sold or used by
Licensee or, made for Licensee and sold or used by Licensee outside of Asia
where Licensee has non-exclusive license.
Licensee agrees to pay Licensor a running royalty equal to seven percent
(7%) of the Net Selling Price of all WMCs sold or used by Licensee or, made for
Licensee and sold or used by Licensee in Asia.
Accounts and Reporting
Licensee shall keep full and particular accounts of all licensed WMCs on
which royalty is payable, and within 30 days after the end of each calendar
quarter (beginning with the quarter ending September 1999 shall render to
Licensor a report certified by an officer of Licensee identifying by catalog or
style number, name, or other designation and briefly describing each category of
licensed WMCs shipped by Licensee and setting out the number of licensed WMCs in
each such category shipped by Licensee during the preceding calendar quarter,
the Net Selling Price for all WMCs in each such category and the customer or
consignee to which each shipment is made. Each such report shall be accompanied
by payment in full to Licensor of the royalty shown by the report to be due.
Licensee shall permit Licensor or his duly designated representative at any
reasonable time to inspect or make copies or extracts from any books or records
of account maintained by Licensee in respect to the sale of licensed WMCs on
request of Licensor but not more frequently than two times each year to
ascertain the correctness of the reports rendered by Licensee. Neither Licensor
3
<PAGE>
nor such representative shall not disclose to others any confidential
information received during such inspection.
Patent Marking
Licensee shall affix or cause to be affixed to each licensed WMC sold
subsequent to the date of signing of this Agreement, by the last of parties to
sign an appropriate patent marking.
Termination of License
Should any royalties payable hereunder remain unpaid for thirty (30) days
after the same shall become due and payable or should Licensee commit or suffer
a breach of any of the covenants herein contained and fail to remedy such breach
within thirty (30) days after written notice given by Licensor, or should
Licensee become insolvent or if formal proceedings shall be commenced to
administer Licensee's affairs or liquidate its assets, the Licensor may, by
written notice, terminate the license herein granted whereupon all right of
Licensee hereunder shall immediately cease. However, the termination of this
Agreement shall be without prejudice to the right of Licensor to receive any and
all royalties payable for licensed WMCs sold prior to termination. In the event
of termination as herein provided, Licensee shall have the right to sell
licensed WMCs which are in its possession as of the date of termination provided
that royalties are paid thereon.
Licensor warrants and represents that Licensor has full power and the right
to grant the license provided herein under Licensor's Patent Rights.
Licensor does not guarantee or warrant the validity of any patent forming
part of the Licensor's patent rights and shall not be responsible for any losses
or damage incurred or maintained by Licensee arising out of the practice of the
invention covered by the Licensor's Patent Rights.
Licensee shall defend and indemnify Licensor from any claims for damage
brought against Licensor arising out of injury to person or property resulting
from the manufacture, use or sale by Licensee or use or sale by a third party of
WMCs manufactured or sold by Licensee.
Term
The Agreement will become effective upon signing by the last of the parties
to sign, and will continue in force until the expiration of the last of the
Patents.
4
<PAGE>
Agreement Binding on Successors
This Agreement shall be binding upon and shall inure to the benefit of the
Licensor, personal representatives, successors and assignees. This Agreement is
personal to Licensee and may not be assigned or otherwise transferred except
with the prior written consent of Licensor.
This Agreement contains all of the terms and conditions agreed upon by the
parties hereto, and no other agreements, or otherwise, regarding the subject
matter of this Agreement shall be deemed to exist or bind any of the parties
hereto.
Interpretation; Disputes
The parties mutually agree that this Agreement shall be construed under the
laws of the State of New York. Any dispute or controversy arising under or in
connection with this Agreement shall be settled by arbitration to be held in the
city of New York before a panel consisting of three arbitrators. Each of the
Licensor and Licensee shall appoint one arbitrator and the two arbitrators so
appointed shall agree on the third arbitrator. Such arbitration shall be held in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrators' award in any court having
jurisdiction, and the parties consent to the jurisdiction of the courts of the
State of New York and the Federal courts located therein for that purpose.
Address for Service
Written notices as herein provided shall be served on the parties at the
following addresses subject to change from time to time by written notice of the
other party.
Licensee:
Electrocon International, Inc.
Blk. B, 8/F, Prosperity Centre
77 Container Port Road
Kwai Chung, N.T. Hong Kong
Licensor:
Visual Access Technologies, Inc.
P.O. Box 181
Sagaponack, NY 11962
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the
respective dates shown below.
Electrocon International, Inc. Visual Access Technologies, Inc.
By: /s/ Edward Ting By: /s/ Judah Klausner
------------------------------- ------------------------------
Edward Ting Judah Klausner
President Chairman/CEO
------------------------------- ------------------------------
Title Title
September 22, 1999 July 1, 1999
6
<PAGE>
EXHIBIT B
To
Schedule 13D
Joint Acquisition Statement
Pursuant to Rule 13D-1(k)(i)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.
Dated: September 27, 1999
VISUAL ACCESS TECHNOLOGIES, INC.
By: /s/ Judah Klausner
--------------------------------
Judah Klausner, President
/s/ Judah Klausner
- -----------------------------------
Judah Klausner
