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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.4)
HITOX CORPORATION OF AMERICA
----------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
433658101
---------
(CUSIP Number)
John S. Daniels
Attorney at Law
7502 Greenville Avenue, Suite 500
Dallas, Texas 75231
(214) 890-4002
--------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 14, 2000
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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. [ ]
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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CUSIP No. 433658101
(1) Names of reporting persons
S.S. or I.R.S. Identification Nos. of above persons
Megamin Ventures Sdn Bhd
(2) Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
(3) SEC use only
(4) Source of funds
WC
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
[ ]
(6) Citizenship or place of organization
Malaysia
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
0
(8) Shared voting power
1,853,000
(9) Sole dispositive power
1,853,000
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
1,853,000
(12) Check if the aggregate amount in Row (11) excludes certain shares
[ ]
(13) Percent of class represented by amount in Row (11)
35.1%
(14) Type of reporting person
CO
2
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CUSIP No. 433658101
(1) Names of reporting persons
S.S. or I.R.S. Identification Nos. of above persons
Lim Keng Kay
(2) Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
(3) SEC use only
(4) Source of funds
WC
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
[ ]
(6) Citizenship or place of organization
Malaysia
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
0
(8) Shared voting power
0
(9) Sole dispositive power
0
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
1,853,000
(12) Check if the aggregate amount in Row (11) excludes certain shares
[ ]
(13) Percent of class represented by amount in Row (11)
35.1%
(14) Type of reporting person
IN
3
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CUSIP No. 433658101
(1) Names of reporting persons
S.S. or I.R.S. Identification Nos. of above persons
Christopher J. McGougan
(2) Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
(3) SEC use only
(4) Source of funds
WC
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
[ ]
(6) Citizenship or place of organization
United Kingdom
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
0
(8) Shared voting power
1,363,000
(9) Sole dispositive power
0
(10) Shared dispositive power
40,000
(11) Aggregate amount beneficially owned by each reporting person
40,000
(12) Check if the aggregate amount in Row (11) excludes certain shares
[X]
(13) Percent of class represented by amount in Row (11)
<0.1%
(14) Type of reporting person
IN
4
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CUSIP No. 433658101
(1) Names of reporting persons
S.S. or I.R.S. Identification Nos. of above persons
Lim Si Boon
(2) Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
(3) SEC use only
(4) Source of funds
WC
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
[ ]
(6) Citizenship or place of organization
Malaysia
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
0
(8) Shared voting power
500,000
(9) Sole dispositive power
0
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
0
(12) Check if the aggregate amount in Row (11) excludes certain shares
[X]
(13) Percent of class represented by amount in Row (11)
0 %
(14) Type of reporting person
IN
5
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The Schedule 13D filed on June 29, 1996, as previously amended
(collectively, the "Prior Statement") is hereby amended as set forth in this
Amendment No. 4. Except as otherwise indicated, capitalized terms which are used
but not defined herein shall have the meanings ascribed in the Prior Statement.
Item 1. Security and Issuer.
No modification.
Item 2. Identity and Background.
The purposes of this Amendment are (i) to report the acquisition by
Megamin Ventures Sdn Bhd ("Megamin") of an additional 500,000 shares of common
stock; (ii) to reflect that Chong Wai Lin, Choong Lee Chong and Teoh Lay Hock
(who are directors of Megamin and have been identified in previous filings as
Reporting Persons) should not be considered as Reporting Persons; (iii) to add
Christopher J. McGougan and Lim Si Boon as Reporting Persons.
The additional 500,000 shares acquired by Megamin (the "Additional
Shares") were part of the consideration payable to Megamin in a transaction
consummated on March 14, 2000 and reported by the Issuer in a Form 8-K filed on
March 16, 2000, in which the Issuer acquired from Megamin all of the outstanding
capital stock of Megamin's subsidiary, Malaysian Titanium Corporation Sdn Bhd
("MTC"). Pursuant to the terms and conditions of a Purchase and Sale Agreement
(the "Sale Agreement"), Megamin also received cash consideration of $3,775,000
and the obligation of the Issuer to pay an aggregate of approximately $1,050,000
in four equal semi-annual payments beginning July 1, 2000. The Additional Shares
were acquired by Megamin for its own account, were not registered under the
Securities Act of 1933, and are "restricted securities."
Item 3. Source and Amount of Funds or Other Consideration.
The Additional Shares were acquired as part of the consideration for
the sale by Megamin of all of the outstanding shares of capital stock of MTC,
the only consideration paid by Megamin in the transaction.
Item 4. Purpose of Transaction.
The purpose of the transaction described above was to transfer
ownership and control of MTC from Megamin to the Issuer, for the consideration
and on the terms and conditions set forth in the Sale Agreement.
Prior to the sale of MTC and the acquisition of the Additional Shares,
Megamin had the contractual right to designate one member of the Board of
Directors of the Issuer, and Mr. McGougan was so designated. The Sale Agreement
entitles Megamin to designate an additional director; Mr. Lim Si Boon has been
so designated.
6
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Item 5. Interest in Securities of Issuer.
Of the 1,363,000 Shares as to which Mr. McGougan is reported as having
the shared power to vote, 10,000 are owned jointly with his wife, with whom he
shares the power to vote and to dispose such Shares; 1,353,000 are owned by
Megamin, and Mr. McGougan has a proxy to vote such shares. Mr. McGougan
disclaims beneficial ownership of the shares owned by Megamin. Mr. McGougan also
has options exercisable within the next sixty days to acquire 30,000 Shares.
The 500,000 Shares as to which Mr. Lim Si Boon is reported as having
the shared power to vote are owned by Megamin. Mr. Lim Si Boon has a proxy to
vote such Shares and disclaims beneficial ownership of them.
Megamin, Mr. Lim Keng Kay and Mr. Lim Si Boon disclaim beneficial
ownership of the 10,000 Shares owned by Mr. McGougan and the 30,000 Shares
subject to options held by Mr. McGougan.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
See the Joint Filing Agreement which is attached as Exhibit 2 hereto.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Purchase and Sale agreement between Hitox
Corporation of America and Megamin Ventures Sdn Bhd
(incorporated by reference to Exhibit 2.1 to the
Report on Form 8-K filed on March 16, 2000 by Hitox
Corporation of America).
Exhibit 2: Joint Filing Agreement.
Exhibit 3: Power of Attorney (Megamin Ventures Sdn Bhd).
Exhibit 4: Power of Attorney (Lim Keng Kay).
Exhibit 5: Power of Attorney (Lim Si Boon).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: March 31, 2000 Lim Keng Kay
/s/ Lim Keng Kay
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By: /s/ Christopher J. McGougan
---------------------------------
Christopher J. McGougan,
Attorney in fact
Date: March 31, 2000 MEGAMIN VENTURES Sdn Bhd
By: /s/ Christopher J. McGougan
---------------------------------
Christopher J. McGougan,
Attorney in fact
Date: March 31, 2000 /s/ Christopher J. McGougan
------------------------------------
Christopher J. McGougan
Date: March 31, 2000 Lim Si Boon
/s/ Lim Si Boon
------------------------------------
By: /s/ Christopher J. McGougan
---------------------------------
Christopher J. McGougan,
Attorney in fact
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
Exhibit 1: Purchase and Sale agreement between Hitox
Corporation of America and Megamin Ventures Sdn Bhd
(incorporated by reference to Exhibit 2.1 to the
Report on Form 8-K filed on March 16, 2000 by Hitox
Corporation of America).
Exhibit 2: Joint Filing Agreement.
Exhibit 3: Power of Attorney (Megamin Ventures Sdn Bhd).
Exhibit 4: Power of Attorney (Lim Keng Kay).
Exhibit 5: Power of Attorney (Lim Si Boon).
</TABLE>
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EXHIBIT 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of statements on Amendment No. 4 to the Schedule 13D with respect
to the common stock of Hitox Corporation of America (including any amendments
thereto) and further agree that this Joint Filing Agreement shall be included as
an Exhibit to such filings.
In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement on the dates indicated.
Date: March 31, 2000 Lim Keng Kay
/s/ Lim Keng Kay
------------------------------------
By: /s/ Christopher J. McGougan
---------------------------------
Christopher J. McGougan,
Attorney in fact
Date: March 31, 2000 MEGAMIN VENTURES Sdn Bhd
By: /s/ Christopher J. McGougan
---------------------------------
Christopher J. McGougan,
Attorney in fact
Date: March 31, 2000 /s/ Christopher J. McGougan
------------------------------------
Christopher J. McGougan
Date: March 31, 2000 Lim Si Boon
/s/ Lim Si Boon
------------------------------------
By: /s/ Christopher J. McGougan
---------------------------------
Christopher J. McGougan,
Attorney in fact
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EXHIBIT 3
POWER OF ATTORNEY
The undersigned hereby appoints Christopher J. McGougan as its true and
lawful attorney-in-fact and agent to execute and file with the United States
Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendment
thereto and any related documentation (including but not limited to Joint Filing
Agreements and other exhibits) which may be required to be filed with respect to
the securities of Hitox Corporation of America or any successor thereto, and the
undersigned grants to said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing which the undersigned could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof. The authority of
Christopher J. McGougan under this Power of Attorney shall continue until
revoked in writing.
Date: March 28, 2000 MEGAMIN VENTURES SBN BHD
/s/ Chong Wai Lin
----------------------------
Chong Wai Lin (Ms)
Director
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EXHIBIT 4
POWER OF ATTORNEY
The undersigned hereby appoints Christopher J. McGougan as his true and
lawful attorney-in-fact and agent to execute and file with the United States
Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendment
thereto and any related documentation (including but not limited to Joint Filing
Agreements and other exhibits) which may be required to be filed with respect to
the securities of Hitox Corporation of America or any successor thereto, and the
undersigned grants to said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing which the undersigned could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof. The authority of
Christopher J. McGougan under this Power of Attorney shall continue until
revoked in writing.
Date: March 28, 2000 /s/ Lim Keng Kay
----------------------------
Lim Keng Kay
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EXHIBIT 5
POWER OF ATTORNEY
The undersigned hereby appoints Christopher J. McGougan as its true and
lawful attorney-in-fact and agent to execute and file with the United States
Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendment
thereto and any related documentation (including but not limited to Joint Filing
Agreements and other exhibits) which may be required to be filed with respect to
the securities of Hitox Corporation of America or any successor thereto, and the
undersigned grants to said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing which the undersigned could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof. The authority of
Christopher J. McGougan under this Power of Attorney shall continue until
revoked in writing.
Date: March 31, 2000 /s/ Lim Si Boon
----------------------------
Lim Si Boon
