<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. __)*
AMDL, Inc.
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(Name of Issuer)
Common Stock, Par Value, $.001
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(Title of Class of Securities)
00167K401
----------------------------
(CUSIP Number)
December 12, 2000
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Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
Page 1 of 11
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Cusip No. 00167K401 13G Page 2 of 11 Pages
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name RAB Europe Fund Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [X]
(b) [_]
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SEC USE ONLY
3.
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CITIZENSHIP OR PLACE OF ORGANIZATION
4.
Cayman Islands
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SOLE VOTING POWER
5.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6. 300,000 shares of Common Stock
OWNED BY Warrants (exercisable into 300,000 shares of Common
Stock)/1/
EACH -----------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 7.
0
PERSON
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WITH SHARED DISPOSITIVE POWER
8.
See Row 6 above.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
See Row 6 above.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/1/
10.
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11. Approximately 9.3% as of the date of filing this statement. (Based on
3,224,024 shares of Common Stock issued and outstanding as of December
12, 2000 and the Common Stock currently held by the Reporting
Persons).
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TYPE OF REPORTING PERSON
12.
CO
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/1/ The securities reported herein include securities that the Reporting
Persons may acquire in the future through the exercise of Stock Purchase
Warrants ("Warrants") which may be exercised into shares of common stock of the
issuer at a conversion price equal to $1.00 per share (subject to equitable
adjustments) upon the fulfullment of certain conditions. As such conditions
have not yet been satisfied, the Reporting Persons currently are not able to
exercise the Warrants. In any event, even when the Reporting Persons are able
to exercise such Warrants, the Reporting Persons are prohibited, pursuant to the
terms of the Warrants, from becoming the "beneficial owners" of more than 9.9%
of the securities of the issuer within the meaning of Rule 13-d under the
Securities Exchange Act of 1934.
Page 2 of 11
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Cusip No. 00167K401 13G Page 3 of 11 Pages
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name RAB Europe Partners LP
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [X]
(b) [_]
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SEC USE ONLY
3.
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CITIZENSHIP OR PLACE OF ORGANIZATION
4. Delaware
U.S.A.
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SOLE VOTING POWER
5.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6. 300,000 shares of Common Stock
OWNED BY Warrants (exercisable into 300,000 shares of Common
Stock)/1/
EACH -----------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 7.
0
PERSON
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WITH SHARED DISPOSITIVE POWER
8.
See Row 6 above.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
See Row 6 above.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/1/
10.
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11. Approximately 9.3% as of the date of filing this statement. (Based on
3,224,024 shares of Common Stock issued and outstanding as of December
12, 2000 and the Common Stock currently held by the Reporting
Persons).
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TYPE OF REPORTING PERSON
12.
PN
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/1/ The securities reported herein include securities that the Reporting
Persons may acquire in the future through the exercise of Stock Purchase
Warrants ("Warrants") which may be exercised into shares of common stock of the
issuer at a conversion price equal to $1.00 per share (subject to equitable
adjustments) upon the fulfullment of certain conditions. As such conditions
have not yet been satisfied, the Reporting Persons currently are not able to
exercise the Warrants. In any event, even when the Reporting Persons are able
to exercise such Warrants, the Reporting Persons are prohibited, pursuant to the
terms of the Warrants, from becoming the "beneficial owners" of more than 9.9%
of the securities of the issuer within the meaning of Rule 13-d under the
Securities Exchange Act of 1934.
Page 3 of 11
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Cusip No. 00167K401 13G Page 4 of 11 Pages
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name RAB Partners Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [X]
(b) [_]
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SEC USE ONLY
3.
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CITIZENSHIP OR PLACE OF ORGANIZATION
4.
Cayman Islands
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SOLE VOTING POWER
5.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6. 300,000 shares of Common Stock
OWNED BY Warrants (exercisable into 300,000 shares of Common
Stock)/1/
EACH -----------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 7.
0
PERSON
-----------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
8.
See Row 6 above.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
See Row 6 above.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/1/
10.
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11. Approximately 9.3% as of the date of filing this statement. (Based on
3,224,024 shares of Common Stock issued and outstanding as of December
12, 2000 and the Common Stock currently held by the Reporting
Persons).
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
12.
CO
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/1/ The securities reported herein include securities that the Reporting
Persons may acquire in the future through the exercise of Stock Purchase
Warrants ("Warrants") which may be exercised into shares of common stock of the
issuer at a conversion price equal to $1.00 per share (subject to equitable
adjustments) upon the fulfullment of certain conditions. As such conditions
have not yet been satisfied, the Reporting Persons currently are not able to
exercise the Warrants. In any event, even when the Reporting Persons are able
to exercise such Warrants, the Reporting Persons are prohibited, pursuant to the
terms of the Warrants, from becoming the "beneficial owners" of more than 9.9%
of the securities of the issuer within the meaning of Rule 13-d under the
Securities Exchange Act of 1934.
Page 4 of 11
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Cusip No. 00167K401 13G Page 5 of 11 Pages
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name RAB Capital Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [X]
(b) [_]
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SEC USE ONLY
3.
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CITIZENSHIP OR PLACE OF ORGANIZATION
4.
United Kingdom
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SOLE VOTING POWER
5.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6. 300,000 shares of Common Stock
OWNED BY Warrants (exercisable into 300,000 shares of Common
Stock)/1/
EACH -----------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 7.
0
PERSON
-----------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
8.
See Row 6 above.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
See Row 6 above.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/1/
10.
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11. Approximately 9.3% as of the date of filing this statement. (Based on
3,224,024 shares of Common Stock issued and outstanding as of December
12, 2000 and the Common Stock currently held by the Reporting
Persons).
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TYPE OF REPORTING PERSON
12.
CO
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/1/ The securities reported herein include securities that the Reporting
Persons may acquire in the future through the exercise of Stock Purchase
Warrants ("Warrants") which may be exercised into shares of common stock of the
issuer at a conversion price equal to $1.00 per share (subject to equitable
adjustments) upon the fulfullment of certain conditions. As such conditions
have not yet been satisfied, the Reporting Persons currently are not able to
exercise the Warrants. In any event, even when the Reporting Persons are able
to exercise such Warrants, the Reporting Persons are prohibited, pursuant to the
terms of the Warrants, from becoming the "beneficial owners" of more than 9.9%
of the securities of the issuer within the meaning of Rule 13-d under the
Securities Exchange Act of 1934.
Page 5 of 11
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Cusip No. 00167K401 13G Page 6 of 11 Pages
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name William Philip Richards
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [X]
(b) [_]
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SEC USE ONLY
3.
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CITIZENSHIP OR PLACE OF ORGANIZATION
4.
United Kingdom
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SOLE VOTING POWER
5.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6. 300,000 shares of Common Stock
OWNED BY Warrants (exercisable into 300,000 shares of Common
Stock)/1/
EACH -----------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 7.
0
PERSON
-----------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
8.
See Row 6 above.
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
See Row 6 above.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/1/
10.
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11. Approximately 9.3% as of the date of filing this statement. (Based on
3,224,024 shares of Common Stock issued and outstanding as of December
12, 2000 and the Common Stock currently held by the Reporting
Persons).
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TYPE OF REPORTING PERSON
12.
IN
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/1/ The securities reported herein include securities that the Reporting
Persons may acquire in the future through the exercise of Stock Purchase
Warrants ("Warrants") which may be exercised into shares of common stock of the
issuer at a conversion price equal to $1.00 per share (subject to equitable
adjustments) upon the fulfullment of certain conditions. As such conditions
have not yet been satisfied, the Reporting Persons currently are not able to
exercise the Warrants. In any event, even when the Reporting Persons are able
to exercise such Warrants, the Reporting Persons are prohibited, pursuant to the
terms of the Warrants, from becoming the "beneficial owners" of more than 9.9%
of the securities of the issuer within the meaning of Rule 13-d under the
Securities Exchange Act of 1934.
Page 6 of 11
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Cusip No. 00167K401 13G Page 7 of 11 Pages
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name Michael Alen-Buckley
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [X]
(b) [_]
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SEC USE ONLY
3.
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CITIZENSHIP OR PLACE OF ORGANIZATION
4.
United Kingdom
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SOLE VOTING POWER
5.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6. 300,000 shares of Common Stock
OWNED BY Warrants (exercisable into 300,000 shares of Common
Stock)/1/
EACH -----------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 7.
0
PERSON
-----------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
8.
See Row 6 above.
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
See Row 6 above.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/1/
10.
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11. Approximately 9.3% as of the date of filing this statement. (Based on
3,224,024 shares of Common Stock issued and outstanding as of December
12, 2000 and the Common Stock currently held by the Reporting
Persons).
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
12.
IN
------------------------------------------------------------------------------
/1/ The securities reported herein include securities that the Reporting
Persons may acquire in the future through the exercise of Stock Purchase
Warrants ("Warrants") which may be exercised into shares of common stock of the
issuer at a conversion price equal to $1.00 per share (subject to equitable
adjustments) upon the fulfullment of certain conditions. As such conditions
have not yet been satisfied, the Reporting Persons currently are not able to
exercise the Warrants. In any event, even when the Reporting Persons are able
to exercise such Warrants, the Reporting Persons are prohibited, pursuant to the
terms of the Warrants, from becoming the "beneficial owners" of more than 9.9%
of the securities of the issuer within the meaning of Rule 13-d under the
Securities Exchange Act of 1934.
Page 7 of 11
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Cusip No. 00167K401 13G Page 8 of 11 Pages
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Item 1(a) Name of Issuer: AMDL, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
2492 Walnut Avenue
Tustin, CA 92680
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office
Item 2(c) Citizenship
RAB Europe Fund Limited
P.O. Box 265 GT
Walker House
Mary Street
George Town, Grand Cayman
Cayman Islands company
RAB Europe Partners LP
c/o RAB Partners Limited
P.O. Box 265 GT
Walker House
Mary Street
George Town, Grand Cayman
Delaware limited partnership
RAB Partners Limited
P.O. Box 265 GT
Walker House
Mary Street
George Town, Grand Cayman
Cayman Islands company
RAB Capital Limited
No. 1 Adam Street
London W2CN 6LE
United Kingdom
United Kingdom company
William Philip Richards
No. 1 Adam Street
London W2CN 6LE
United Kingdom
United Kingdom citizen
Michael Alen-Buckley
No. 1 Adam Street
London W2CN 6LE
United Kingdom
United Kingdom citizen
Item 2(d) Title of Class of Securities:
Common Stock, par value $.001 per share
Page 8 of 11
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Cusip No. 00167K401 13G Page 9 of 11 Pages
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Item 2(e) CUSIP Number: 00167K401
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [__] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [__] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [__] Insurance company as defined in Section 3(a)(19) of
the Exchange Act;
(d) [__] Investment company registered under Section 8 of the
Investment Company Act;
(e) [__] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [__] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [__] A parent holding company or control person in
accordance with Rule 13d-1(b)(ii)(G);
(h) [__] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [__] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [__] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [x]
Item 4 Ownership:
RAB Europe Fund Limited
RAB Europe Partners LP
RAB Partners Limited
RAB Capital Limited
William Philip Richards
Michael Alen-Buckley
(a) Amount beneficially owned:
300,000 shares of common stock
Warrants (exercisable into 300,000 shares of Common Stock)/1/
/1/ The securities reported herein include securities that the Reporting
Persons may acquire in the future through the exercise of Stock Purchase
Warrants ("Warrants") which may be exercised into shares of common stock of the
issuer at a conversion price equal to $1.00 per share (subject to equitable
adjustments) upon the fulfullment of certain conditions. As such conditions have
not yet been satisfied, the Reporting Persons currently are not able to exercise
the Warrants. In any event, even when the Reporting Persons are able to exercise
such Warrants, the Reporting Persons are prohibited, pursuant to the terms of
the Warrants, from becoming the "beneficial owners" of more than 9.9% of the
securities of the issuer within the meaning of Rule 13-d under the Securities
Exchange Act of 1934.
Page 9 of 11
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Cusip No. 00167K401 13G Page 10 of 11 Pages
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(b) Percent of Class:
Approximately 9.3% as of the date of filing this statement.
(Based on 3,224,024 shares of Common Stock issued and outstanding
as of December 12, 2000 and the Common Stock currently held by
the Reporting Persons).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: See item (a)
above.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 10 of 11
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Cusip No. 00167K401 13G Page 11 of 11 Pages
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 21st day of December, 2000
<TABLE>
<S> <C>
RAB Europe Fund Limited RAB Europe Partners LP
By: RAB Capital Limited, its Investment Manager By: RAB Partners Limited, its General Partner
By: /s/ William Philip Richards By: /s/ William Philip Richards
------------------------------- ---------------------------
William Philip Richards, Managing William Philip Richards, Director
Director
RAB Partners Limited RAB Capital Limited
By: /s/ William Philip Richards By: /s/ William Philip Richards
--------------------------- ---------------------------
William Philip Richards, Director William Philip Richards, Managing Director
William Philip Richards Michael Alen-Buckley
/s/ William Philip Richards /s/ Michael Alen-Buckley
--------------------------- ------------------------
</TABLE>
