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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. _____)
INTERAMERICAS COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45841910
(CUSIP Number)
Andrew Hulsh, Esq.
Baker & McKenzie
701 Brickell Avenue, Suite 1600
Miami, Florida 33131
(305) 789-8985
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 12, 1998
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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
.
(Continued on following pages)
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CUSIP No. 45841910 (Page 2 of 4 Pages)
1. Name of Reporting Person, S.S. or I.R.S. Identification No. of Above
Person:
Patricio E. Northland
2. Check the Appropriate Box if a Member of a Group
(a)[ ] (b)[ ]
3. SEC Use Only
4. Source of Funds SC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 2,138,000 shares of Common Stock
8. Shared Voting Power 0
9. Sole Dispositive 2,138,000 shares of Common Stock
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,138,000 shares of Common Stock
12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 11 6.6%
14. Type of Reporting Person IN
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D (the "Statement") relates to the Common Stock, par
value $.001 per share (the "Common Stock"), of InterAmericas Communications
Corporation (the "Company") which is beneficially owned by Patricio E. Northland
(the "Reporting Person"). The Company's principal executive offices are located
at 2600 Douglas Road, Suite 501, Miami, Florida 33134.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Patricio E. Northland
(b) 2600 Douglas Road, Suite 501
Miami, Florida 33134
(c) The Reporting Person is the Chairman of the Board, President and Chief
Executive Officer of the Company. The Reporting Person's business
address is 2600 Douglas Road, Suite 501, Miami, Florida 33134.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, 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.
(f) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement relates to the Reporting Person's beneficial ownership
of an aggregate of 2,318,000 shares of Common Stock. The Reporting Person
received the shares of Common Stock identified in this Statement from the
Company in consideration for his services to the Company as its Chairman of the
Board, President and Chief Executive Officer pursuant to his Employment
Agreement dated as of October 7, 1997 between the Company and the Reporting
Person.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person was issued 600,000 shares of Common Stock and
granted options to purchase 1,538,000 shares of Common Stock by the Company
pursuant to his Employment Agreement dated as of October 7, 1997 between the
Company and the Reporting Person in consideration of his services to the Company
as its Chairman of the Board, President and Chief Executive Officer. The
Reporting Person may receive from the Company from time to time additional
shares of Common Stock or options or warrants to purchase shares of Common
Stock. The Reporting Person intends to review his investment in the Common Stock
on a regular basis and, depending upon general economic and market conditions,
investment opportunities and other factors, including applicable legal
constraints, the Reporting Person may at any time determine to increase or
decrease the amount of his investment in the Common Stock. The Reporting Person
reserves the right to acquire additional shares of Common Stock, dispose of some
or all of the shares of Common Stock beneficially owned by him either in the
open market, in privately negotiated transactions or otherwise, or take such
other action or actions with respect to the Common Stock as he deems advisable.
The determination of the Reporting Person to seek to acquire additional shares
of Common Stock will depend on various factors, including but not limited to
factors related to the availability of additional Common Stock for purchase at
what the Reporting Person considers to be reasonable prices, the terms and
conditions available for such purchases and other
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investment opportunities. Except as described above, the Reporting Person has no
specific plans or proposals that would result in any actions specified in
clauses (a) through (j) of Item 4 of this Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on February 12, 1998, the Reporting
Person beneficially owned an aggregate of 2,138,000 shares of Common Stock
(including options held by the Reporting Person to purchase 1,538,000 shares of
Common Stock which are fully vested). The Reporting Person beneficially owns
6.6% of the total number of outstanding shares of Common Stock (which includes
the total number of options and warrants to purchase shares of Common Stock
issued by the Company which are currently exercisable or exercisable within 60
days of the date hereof).
(b) The Reporting Person is entitled to vote on all matters presented
to a vote of stockholders of the Company. The Reporting Person has the sole
power to vote, or direct the vote of, and to dispose, or direct the disposition
of, the 2,138,000 shares of Common Stock identified in this Statement.
(c) Options to purchase 1,000,000 shares of Common Stock have an
exercise price of $2.81 per share and expire on October 31, 2006. Options to
purchase 200,000 shares of Common Stock have an exercise price of $2.13 per
share and expire on October 6, 2007. Options to purchase 100,000 shares of
Common Stock have an exercise price of $4.00 per share and expire on October 6,
2007. Options to purchase 238,000 shares of Common Stock have an exercise price
of $4.40 per share and expire on October 6, 2007.
(d) Not applicable.
(e) Not applicable.
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: February 12, 1998 /s/ Patricio E. Northland
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Patricio E. Northland
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