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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CTC Cosmetics Holdings Company, Inc.,
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a Delaware corporation
(Name of Issuer)
Common Stock,US$.004 par value per Share
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(Title of Classes of Securities)
033-23884-LA
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(Commission File No.)
87-0415594
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(I.R.S. Employer No.)
Andrew K. Proctor
Managing Director
Voyager Management (Bermuda), Ltd.
129 Front Street, Penthouse Suite
Hamilton, Hm12
Bermuda
Telephone: 441-296-4545
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 21, 1997
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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 [ ].
Check the following box if a fee is being paid with the statement [ ].
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.)
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COMMISSION FILE NO. 13 D PAGE 2 OF 12 PAGES
033-23884-LA
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1 NAME OF REPORTING PERSON
VOYAGER SELECT IPO FUND, LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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 CITIZEN OR PLACE OF ORGANIZATION
BERMUDA
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7 SOLE VOTING POWER
NUMBER OF
SHARES ON MARCH 21, 1997, CTC COSMETICS HOLDINGS COMPANY, INC., (THE "ISSUER") SOLD TO THE REPORTING
BENEFICIALLY PERSON, IN AN OFFSHORE PRIVATE PLACEMENT, $500,000 OF 8% CONVERTIBLE DEBENTURES DUE MARCH 31,
OWNED BY 1998. THE PRINCIPAL AMOUNT OF THE DEBENTURES MAY BE CONVERTED AT ANY TIME, AT THE OPTION OF THE
EACH REPORTING PERSON, AT A CONVERSION PRICE EQUAL TO THE LOWER OF 50% OF THE AVERAGE CLOSING BID PRICE
REPORTING PERSON OF COMMON STOCK FOR 5 BUSINESS DAYS IMMEDIATELY PRECEDING THE CONVERSION DATE OR $2.50 PER SHARE.
IN ADDITION TO THE DEBENTURES, THE REPORTING PERSON RECEIVED WARRANTS TO PURCHASE 50,000 SHARES
OF COMMON STOCK OF THE ISSUER AT AN EXERCISE PRICE EQUAL TO 50% OF THE CLOSING BID PRICE OF COMMON
STOCK AT THE DATE OF EXERCISE. THE WARRANTS CAN BE EXERCISED AT ANY TIME. IF ALL THE DEBENTURES
AND THE WARRANTS WERE ALL CONVERTED OR EXERCISED, AS APPLICABLE, THE REPORTING PERSON WOULD OWN,
AS OF JANUARY 20, 1998, 2,345,292 SHARES OF ISSUER COMMON STOCK, AND WOULD HOLD SOLE VOTING POWER
FOR ALL SUCH STOCK. UNDER THE BENEFICIAL OWNERSHIP PROVISIONS OF RULE 13-D, THE REPORTING PERSON
HAS BENEFICIAL OWNERSHIP OF ALL SUCH ISSUER COMMON STOCK THROUGH THE REPORTING PERSON'S ABILITY TO
OBTAIN SUCH STOCK BY CONVERSION OR EXERCISE OF THE DEBENTURES AND WARRANTS.
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
IF ALL THE DEBENTURES AND THE WARRANTS
WERE ALL CONVERTED OR EXERCISED, AS
APPLICABLE, THE REPORTING PERSON WOULD
OWN, AS OF JANUARY 20, 1998, 2,345,292
SHARES OF ISSUER COMMON STOCK, AND WOULD
HOLD SOLE DISPOSITIVE POWER FOR ALL SUCH
STOCK.
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
IF ALL THE DEBENTURES AND THE WARRANTS WERE ALL CONVERTED OR
EXERCISED, AS APPLICABLE, THE REPORTING PERSON WOULD OWN, AS OF
JANUARY 20, 1998, 19.1% SHARES OF ISSUER COMMON STOCK.
.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1% OF ALL ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF THE
ISSUER (IF ALL THE DEBENTURES AND THE WARRANTS WERE ALL CONVERTED OR
EXERCISED, AS APPLICABLE, AS OF JANUARY 20, 1998)
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14 TYPE OF REPORTING PERSON*
CO AND IV [NON-UNITED STATES INVESTMENT COMPANY]
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. Security and Issuer.
This statement relates to the Common Stock,US$.004 par value per Share
of CTC Cosmetics Holdings Company, Inc., a Delaware corporation (the "Issuer").
The address of the Issuer's principal executive offices is No. 80 Liu Tuang Road
Pudong, Shanghai, China. The Issuer's principal executive officers, as indicated
in the Issuer's filings with the Securities and Exchange Commission, are:
Paul K.W. Tso Chairman, Director, CEO
Mark K.W. Lee Vice Chairman, Director,
President/Secretary
Yung Fung Che Director
Corrie C. H. Lee Director
Audrey W. Leung Director
Joanne Leung Chief Financial Officer
Jack G. Shi Vice President and
Secretary
The business address for each of the above principal officers of the Issuer is
the same as the Issuer's principal address.
Item 2. Identity and Background.
The person filing this statement is VOYAGER Select IPO Fund, Ltd, a
Bermuda corporation, ("VOYAGER"). VOYAGER'S principal business is making
investments. The address of VOYAGER'S principal business and office is 129 Front
Street, Penthouse Suite, Hamilton, HM12, BERMUDA. VOYAGER is a citizen of
Bermuda.
VOYAGER has not, during the last five years, been convicted in a
criminal proceeding. VOYAGER has not, during the last five years, been subject
to any judgment, decree or final order with respect to any federal or state
securities laws.
VOYAGER has two executive officers and five directors, for whom VOYAGER
provides the following information:
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OFFICERS AND DIRECTORS:
(a) Andrew K. Proctor
Managing Director
(b) Business address:
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(c) Principal Occupation:
Executive Officer and Director
Voyager Management (Bermuda), Ltd.
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(d) During the past five years, Andrew K. Proctor has not
been convicted in a criminal proceeding.
(e) During the past five years, Andrew K. Proctor has not
been subject to any judgment, decree or final order
with respect to any federal or state securities laws.
(f) Citizenship: United States.
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(a) Paul D. Lemmon
Managing Director
(b) Business address:
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(c) Principal Occupation:
Executive Officer and Director
Voyager Management (Bermuda), Ltd.
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(d) During the past five years, Paul D. Lemmon has not
been convicted in a criminal proceeding.
(e) During the past five years, Paul D. Lemmon has not
been subject to any judgment, decree or final order
with respect to any federal or state securities laws.
(f) Citizenship: Canada.
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(a) Anthony D. Whaley
Director
(b) Business address:
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(c) Principal Occupation:
Attorney, Partner
Conyers, Dill & Pearman
Hamilton Bermuda
(d) During the past five years, Anthony D. Whaley has not
been convicted in a criminal proceeding.
(e) During the past five years, Anthony D. Whaley has not
been subject to any judgment, decree or final order
with respect to any federal or state securities laws.
(f) Citizenship: British.
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(a) Thomas H. Davis
Director
(b) Business address:
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(c) Principal Occupation:
President
Winchester Global Trust Company Limited
Hamilton BERMUDA
(d) During the past five years, Thomas H. Davis has not
been convicted in a criminal proceeding.
(e) During the past five years, Thomas H. Davis has not
been subject to any judgment, decree or final order
with respect to any federal or state securities laws.
(f) Citizenship: British.
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(a) Nicholas C. Severis
Director
(b) Business address:
129 Front Street, Penthouse Suite
Hamilton, HM12
BERMUDA
(c) Principal Occupation:
Managing Director
Severis S.A.
Geneva, SWITZERLAND
(d) During the past five years, Nicholas C. Severis has
not been convicted in a criminal proceeding.
(e) During the past five years, Nicholas C. Severis has
not been subject to any judgment, decree or final
order with respect to any federal or state securities
laws.
(f) Citizenship: Greek.
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Item 3. Source and Amount of Funds or Other Consideration.
VOYAGER's funds were obtained as equity contributions from various
international investors. Each officer and director of VOYAGER disclaims any
personal investment in the Issuer, and no source of funds is therefore
applicable.
Item 4. Purpose of Transaction.
VOYAGER originally purchased the Debentures and Warrants to hold for
investment purposes. VOYAGER intends to continue to evaluate all of its possible
options and reserves the right to act on any of them. VOYAGER now intends to
work with Issuer management to address the Issuer's recent uncertainties in a
constructive fashion, and to cooperate with current Issuer management. Except to
the extent indicated above, VOYAGER presently has no plans or proposals to do
Items (a) through (j) of Item 4.
Each officer and director of VOYAGER disclaims any personal investment
in the Issuer, and this Item 4 is therefore not applicable to them.
Item 5. Interest in Securities of the Issuer.
(a) If all the Debentures and the Warrants were all
converted or exercised, as applicable, the Reporting
Person would own, as of January 20, 1998, 2,345,292
shares of Issuer Common Stock. Under the beneficial
ownership provisions of Rule 13-d, the Reporting
Person has beneficial ownership of all such Issuer
Common Stock through the Reporting Person's ability
to obtain such stock by conversion or exercise of the
Debentures and Warrants.
(b) The Reporting Person is the beneficial holder of
19.1% of all issued and outstanding shares of Common
Stock of the Issuer, as of January 20, 1998 (if all
the Debentures and the Warrants were converted or
exercised, as applicable).
(c) The Reporting Person's transactions in the Issuer's
securities are set forth in the following table:
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SECURITY REPORT
05/27/96 THROUGH 01/09/98
<TABLE>
<CAPTION>
INVEST. CASH+
DATE ACTION SECUR CATEG PRICE SHARES COMMSSN CASH VALUE INVEST.
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03/21/97 Buy CTC Cos... 50,000.00 10 -500,000.00 50,000.00
03/21/97 Buy CTC Cos... 50,000 0.00 0.00
09/30/97 Buy CTC Cos... 1 7/8 10,667 -20,000.62 20,000.62
12/19/97 Sell CTC Cos... 0.400 10,000 100.00 18,750.00 -18,750.00
_RlzdGain -14,850.00 -14,850.00
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TOTAL 05/27/96-01/09/98 -516,100.62 501,250.62 -14,850.00
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(d) Not applicable.
(e) Not applicable.
Each officer and director of VOYAGER disclaims any investment in the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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.
Dated: January 21, 1998
ANDREW K. PROCTOR
Managing Director
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