UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Waste Systems International, Inc. (f/k/a BioSafe International Inc.)
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
94106P209
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(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
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(Name, address and telephone number of person authorized to receive notices and
communications)
June 29, 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.
(Continued on following pages)
(Page 1 of 8 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,092,315
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,092,315
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,092,315
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.7%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 3 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III Capital Partners, L.P.
04-3341099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,092,315
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,092,315
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,092,315
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.7%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 4 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital III, LLC
04-3317544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,092,315
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,092,315
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,092,315
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.7%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 5 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 7 to Schedule 13D ("Amendment No. 7") should be read in
conjunction with the Schedule 13D dated June 26, 1997 ("Schedule 13D"),
Amendment No. 1 to Schedule 13D dated May 11, 1998, Amendment No. 2 to Schedule
13D dated August 3, 1998, Amendment No. 3 to Schedule 13D dated February 26,
1999, Amendment No. 4 to Schedule 13D dated May 6, 1999, Amendment No. 5 to
Schedule 13D dated July 30, 1999 and Amendment No. 6 to Schedule 13D date
December 28, 1999 (collectively, "Amendment Nos. 1-6") each as filed with the
Securities and Exchange Commission by DDJ Capital Management, LLC, a
Massachusetts limited liability company, and certain affiliates. This Amendment
No. 7 amends the Schedule 13D and Amendment Nos. 1-6 only with respect to those
items listed below. All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto on the Schedule 13D, Amendment Nos. 1-6.
This filing of this Amendment No. 7 is not, and should not be deemed to be,
an admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This statement relates to shares of the common stock , par value of $.01
per share, (the "Shares") of Waste Systems International, Inc. (f/k/a BioSafe
International, Inc.) (the "Company"). The principal executive offices of the
Company are located at Lexington Office Park, 420 Bedford Street, Suite 300,
Lexington, MA 02173.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is amended by adding the following paragraphs:
On May 18, 2000, the Fund purchased on the secondary market Units
consisting of $10,000,000 face amount of Senior Notes due 2006 and Warrants to
purchase 150,000 shares of common stock for cash in the amount of $5,709,388.89.
The Fund may, at any time beginning 9/2/99 until 3/2/04, convert the Warrants
into Shares at a conversion price equal to $6.25 per Share. Accordingly, as a
result of its ownership of these additional Warrants, the Fund may be deemed to
beneficially own an additional 150,000 Shares, all of which Shares have been
included in this filing.
On June 29, 2000, the Fund exchanged with the Company $22,319,222 principal
amount, including accrued and unpaid interest, of the Company's 7% Subordinated
Notes for 23,100 shares of Series F Convertible Preferred Stock. The Fund is
entitled to receive
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 6 OF 8 PAGES
an 8% accruing dividend, compounded annually, payable in arrears, at the
Company's option either in cash or additional shares of Series F Convertible
Preferred Stock. The conversion rate is the liquidation preference ($1,000 per
share plus accrued and unpaid interest) divided by $8.00. The Series F
Convertible Preferred Stock is convertible either at the option the holder at
any time or at the option of the Company, in the event the closing sale price of
the common stock equals or exceeds the conversion price for 20 consecutive
trading days. As a result, the Fund no longer owns 7% Subordinated Notes. As a
result of its ownership of the shares of the Series F Convertible Preferred
Stock, it may be deemed the beneficial owner of 2,887,500 Shares.
Other than the noted in this statement, no purchases and/or sales have
occurred within that last sixty days of this filing; therefore there will not be
a Schedule B attached to this statement.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Paragraph (a) in Item 5 is deleted in its entirety and amended as set forth
below.
(a) The Fund beneficially owns, and DDJ III and DDJ may be deemed to
beneficially own as general partner and investment manager, respectively, of the
Fund, 11,092,315 Shares (assuming conversion of all of its Series F Convertible
Preferred Stock, exercise of all its Warrants and conversion of all shares of
Series D Preferred - see Item 3), or approximately 42.7% of the Shares of the
Company. David J. Breazzano and Judy K. Mencher, each a principal of DDJ, serve
on the Board of Directors of the Company and have been granted stock options
pursuant to the Company's 1995 Stock Option Plan for Non-employee Directors. As
of the date of filing, Mr. Breazzano may be deemed to beneficially own 12,250
shares of common stock as a result of ownership of stock options exercisable
within 60 days. As of the date of filing, Ms. Mencher may be deemed to
beneficially own 12,055 shares of common stock as a result of ownership of stock
options exercisable within 60 days. Other than as set forth in this Item 5,
neither DDJ nor any of the DDJ Affiliates and, to the best knowledge of DDJ and
the DDJ Affiliates, none of the persons named in Schedule A, beneficially own
any other Shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 7 OF 8 PAGES
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 is amended by adding the following paragraph:
The Company and the Fund are parties to a Registration Rights Agreement by
and between the Company and the Fund, dated as of June 29, 2000, obligating the
Company to register the Common Stock issuable upon the conversion of the Series
F Convertible Preferred Stock under the Securities Act of 1933, as amended.
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.
DDJ CAPITAL MANAGEMENT, LLC
By: / s / Wendy Schnipper Clayton
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Wendy Schnipper Clayton
Attorney-In-Fact*
*Limited Power of Attorney filed with the SEC on September 10, 1998.
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 8 OF 8 PAGES
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each director of the DDJ
Affiliates are set forth below. The business address of each person and the
address of the corporation or organization in which such employment is conducted
is 141 Linden Street, Suite 4, Wellesley, MA 02482-7910. Mr. Breazzano and Ms.
Mencher are U. S. citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
===== =======================================
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC, DDJ Copernicus, LLC and GP III-A, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC,
DDJ Copernicus, LLC, Vice President of DDJ Overseas
Corporation, Director of Kepler Overseas Corp. and GP III-A,
LLC
