<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SEMX CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
816854103
(CUSIP Number)
ACI CAPITAL AMERICA FUND, LP
707 WESTCHESTER AVENUE, 4TH FLOOR
WHITE PLAINS, NY 10604
ATTENTION: KEVIN S. PENN
(212) 634-3350
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
EMANUEL S. CHERNEY, ESQ.
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, N.Y. 10022
(212) 836-8000
JUNE 1, 2000
(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 [ ].
Page 1 of 9
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SCHEDULE 13D
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CUSIP No. 816854103
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ACI Capital America Fund, LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES None.
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 900,000 shares.
REPORTING ----------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None.
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10 SHARED DISPOSITIVE POWER
900,000 shares.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 shares.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
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14 TYPE OF REPORTING PERSON*
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 9
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SCHEDULE 13D
-----------------------------------
CUSIP No. 816854103
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-----------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ACI Capital America GP, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES None.
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 900,000 shares.
REPORTING ---------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None.
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
900,000 shares.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 shares.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 9
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Item 1. Security and Issuer.
The securities to which this Statement on Schedule 13D relates are the
common stock, $.10 par value per share (the "Common Stock") of SEMX Corporation,
a corporation incorporated under the laws of the State of Delaware (the
"Issuer"). This Statement on Schedule 13D is being filed to report the
acquisition on June 1, 2000 by ACI Capital America Fund, LP ("Purchaser") of a
warrant to purchase 900,000 shares of Common Stock at an initial exercise price
of $10.00 per share, subject to certain adjustments set forth in said warrant
(the "Warrant"). A copy of the Warrant is attached hereto as Exhibit 1. The
Warrant was acquired in connection with the purchase by Purchaser of 90,000
shares of Series B Preferred Stock of the Issuer at a purchase price of $100.00
per share. The principal office of the Issuer is located at 1 Labriola Court,
Armonk, NY 10504.
Item 2. Identity and Background.
(a), (b) and (c). The following information is given with respect to
the persons filing this statement:
ACI Capital America Fund, LP ("Purchaser") is a Delaware limited
partnership with its principal office located at 707 Westchester Avenue, 4th
Floor, White Plains, NY 10604. It is engaged in the business of investing in
public and private companies.
ACI Capital America GP, LLC (together with Purchaser, the "Reporting
Persons") is a Delaware limited liability company with its principal office
located at 707 Westchester Avenue, 4th Floor, White Plains, NY 10604. Its
purpose is to serve as the sole general partner of Purchaser. Its sole managing
member is Kevin S. Penn ("Mr. Penn"). Mr. Penn's business address is 65 East
55th Street,18th Floor, New York, NY 10022. His principal occupation is serving
as Managing Director of ACI Capital Co., Inc., 65 East 55th Street, 18th Floor,
New York, NY 10022. ACI Capital Co., Inc. is engaged in the business of
investing in public and private compaines.
(d) and (e). During the last five years, neither of the Reporting Persons
nor Mr. Penn has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
either of the Reporting Persons or Mr. Penn 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). Mr. Penn is a citizen of the United States.
Page 4 of 9
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Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price for the Warrant and 90,000 shares of Series B
Preferred Stock (the "Preferred Stock") of the Issuer was $9,000,000. The source
of the funds for the purchase was the working capital of Purchaser.
Item 4. Purpose of Transaction.
Purchaser purchased the Warrant and the Preferred Stock from the Issuer
pursuant to a Preferred Stock Purchase Agreement dated June 1, 2000, by and
among the Issuer, Purchaser and another purchaser specified therein, a copy of
which is attached hereto as Exhibit 2 and incorporated by reference (the
"Purchase Agreement"). The Purchaser purchased the Warrant and the Preferred
Stock from the Issuer for investment purposes. The Reporting Persons may from
time to time acquire additional securities of the Issuer in the open market or
in privately negotiated transactions, subject to availability of such securities
at prices deemed favorable, the Issuer's business or financial condition and
other factors and conditions the Reporting Persons deem appropriate.
Alternatively, the Reporting Persons may sell all or a portion of their
securities in the open market or in privately negotiated transactions subject to
the restrictions referred to in Item 6.
The Preferred Stock was authorized pursuant to a Certificate of
Designation, Number, Powers, Preferences and Relative, Participating, Optional
and Other Rights of Series B Preferred Stock, filed with Secretary of State of
the State of Delaware on June 1, 2000, a copy of which is attached hereto as
Exhibit 3 and incorporated by reference (the "Certificate of Designation").
Under the Certificate of Designation, Purchaser has the right to appoint two
additional members of the Board of Directors (the "Series B Directors"). The
Purchaser has appointed Mr. Penn as one Series B Director and intends to appoint
the second Series B Director in the near future.
Except as set forth in the two immediately preceding paragraphs, the
Reporting Persons do not have any present plans or proposals that relate to or
would result in: (a) the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or of any of its subsidiaries; (d) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of such directors or to fill
any existing vacancies on such board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
charter, by-laws or instruments corresponding thereto or other actions that may
impede the acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a
Page 5 of 9
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registered national securities association; (i) causing a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b). Based on the Issuer's Form 10-Q for the quarterly period ended
March 31, 2000, 6,116,741 shares of Common Stock were outstanding as of May 10,
2000. By reason of its acquisition of the Warrant, Purchaser beneficially owns
900,000 shares of Common Stock, which represents beneficial ownership of
approximately 12.8% of the issued and outstanding shares of Common Stock
(calculated in accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange
Act of 1934).
(c) Except for the acquisition of the Warrant and Preferred Stock as
described in more detail above, the Reporting Persons have not effected any
transaction in the securities of the Issuer during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
Purchaser acquired the Warrant and Preferred Stock pursuant to the Purchase
Agreement which is described in Item 4 above. At the closing of the acquisition
of the Warrant and the Preferred Stock, the Issuer, Purchaser and another
purchaser specified therein entered into a Registration Rights Agreement dated
June 1, 2000, a copy of which is attached hereto as Exhibit 4 and incorporated
by reference.
Page 6 of 9
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Item 7. Material to Be Filed as Exhibits.
1. Warrant No. 1 dated June 1, 2000, issued to ACI Capital America Fund,
LP.
2. Preferred Stock Purchase Agreement dated June 1, 2000, by and among
SEMX Corporation, ACI Capital America Fund, LP, and another purchaser
specified therein.
3. Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Rights of Series B Preferred Stock,
filed with the Secretary of State of the State of Delaware on June 1,
2000.
4. Registration Rights Agreement dated June 1, 2000, by and among SEMX
Corporation, ACI Capital America Fund, LP, and another purchaser
specified therein.
Page 7 of 9
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: June 9, 2000 ACI CAPITAL AMERICA FUND, LP
By: ACI Capital America GP, LLC, its
General Partner
By: /s/ Kevin S. Penn
------------------------------
Name: Kevin S. Penn
Title: Managing Member
Dated: June 9, 2000 ACI CAPITAL AMERICA GP, LLC
By: /s/ Kevin S. Penn
------------------------------
Name: Kevin S. Penn
Title: Managing Member
Page 8 of 9
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EXHIBIT INDEX
Exhibit Title Page
------- ----- ----
1. Warrant No. 1 dated June 1, 2000, issued to ACI Capital
America Fund, LP.................................................. 11
2. Preferred Stock Purchase Agreement dated June 1, 2000, by
and among SEMX Corporation, ACI Capital America Fund,
LP, and another purchaser specified therein....................... 47
3. Certificate of Designation, Number, Powers, Preferences and
Relative, Participating, Optional and Other Rights of Series B
Preferred Stock, filed with Secretary of State of the State of
Delaware on June 1, 2000.......................................... 74
4. Registration Rights Agreement dated June 1, 2000, by and among
SEMX Corporation, ACI Capital America Fund, LP, and another
purchaser specified therein....................................... 90
Page 9 of 9
