SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
to
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RecordLab Corporation
(f/k/a Midisoft Corporation)
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
597413-10-3
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(CUSIP Number)
Walter H. Barandiaran
405 Lexington Avenue, 54th floor, New York, New York 10174
Telephone: (212) 949-6262
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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February 18, 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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are 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 in 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, as amended (the "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>
CUSIP N0.: 597413-10-3
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1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
The Argentum Group
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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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 0*
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER 0*
REPORTING --------------------------------------------------------------
PERSON WITH 10) SHARED DISPOSITIVE POWER 0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
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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) 0%*
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14) TYPE OF REPORTING PERSON PN
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* This Amendment No. 1 to the Reporting Persons' Schedule 13D is filed solely to
report the expiration of the Option granted pursuant to the Letter of Intent
described in Item 4 hereof, as a result of which, neither of the Reporting
Persons beneficially owns any shares of the Issuer's common stock. See Item 5
hereof.
<PAGE>
CUSIP NO.: 597413-10-3
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1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Argentum Capital Partners II, L.P.
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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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) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7) SOLE VOTING POWER 0*
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER 0*
REPORTING --------------------------------------------------------------
PERSON WITH 10) SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%*
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON PN
- --------------------------------------------------------------------------------
* This Amendment No. 1 to the Reporting Persons' Schedule 13D is filed solely to
report the expiration of the Option granted pursuant to the Letter of Intent
described in Item 4 hereof, as a result of which, neither of the Reporting
Persons beneficially owns any shares of the Issuer's common stock. See Item 5
hereof.
<PAGE>
ITEM 1. SECURITY AND ISSUER
Item 1 to the Reporting Persons' Schedule 13D filed on February 4,
2000 (the "Original Filing") is hereby incorporated herein by this reference.
Capitalized terms used but not otherwise defined herein have the meaning given
in the Original Filing.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 to the Original Filing is hereby incorporated herein by this
reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 to the Original Filing is hereby deleted in entirety and
amended to provide as follows:
The Option expired on February 18, 2000 and no funds will be
invested in the Issuer by either of the Filing Parties pursuant thereto.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 to the Original Filing is hereby deleted in entirety and
amended to provide as follows:
AG and the Issuer executed a Letter of Intent (the "Letter of
Intent"), amended as of January 27, 2000, and February 1, 2000), relating to the
proposed investment (the "Investment") by the Filing Parties and/or their
managed funds and affiliates of 6,000 shares of Class A Convertible Preferred
Stock ("Preferred Stock") of the Issuer and warrants ("Warrants" and together
with the Preferred Stock, the "Securities") to purchase 750,000 shares of Common
Stock of the Issuer (at an exercise price of $4.00 per share) for an aggregate
purchase price of $6,000,000, subject to decrease and to increase as set forth
therein.
Pursuant to the Letter of Intent, the Issuer granted to the Filing
Parties an option (the "Option") to purchase from 4,000 to 6,000 shares of
Preferred Stock and from 500,000 to 750,000 Warrants for an aggregate purchase
price for such Preferred Stock and Warrants of $4 million to $6 million at any
time ending on the later to occur of February 18, 2000 or five days after
approval of the Investment by the Issuer's stockholders, if required; provided,
that if the Option were initially exercised for $4 million or more but less than
$6 million, the Filing Parties would have had the additional option
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<PAGE>
to purchase the balance of such shares of Preferred Stock and Warrants up to an
aggregate investment of $6 million at any time ending on the later to occur of
February 28, 2000 or five days after approval of the Investment by the Issuer's
stockholders, if required. If the Filing Parties had exercised the Option, the
Warrants would have been exercisable at any time thereafter for a period of five
years, and the Preferred Stock would have been convertible (initially at a
conversion price of $2 per share), at any time at the holder's option, and,
mandatorily, upon certain specified events.
Neither of the Filing Parties exercised the Option, in whole or
part, prior to its expiration on February 18, 2000.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 to the Original Filing is hereby deleted in entirety and
amended to provide as follows:
As of the date of this Amendment, because the Option expired in
entirety without being exercised in whole or part:
(a) (i) neither of the Filing Parties may be deemed to beneficially
own any Securities of the Issuer; and
(ii) none of the persons named in Item 2 to the Original
Filing other than the Filing Parties may be deemed to have indirect beneficial
ownership of any Securities of the Issuer.
(b) (i) ACP II has no sole voting or dispositive power with respect
to any shares of Common Stock; and none of AP II, AI, Barandiaran and Raynor has
shared voting or dispositive power with respect to any shares of Common Stock as
to which ACP II may have been deemed to have sole voting or dispositive power
prior to expiration of the Option.
(ii) AG has no sole voting or dispositive power with respect
to any shares of Common Stock; and none of WHB, DR, AP, Barandiaran or Raynor
has shared voting or dispositive power with respect to any shares of Common
Stock as to which AG may have been deemed to have sole voting or dispositive
power prior to expiration of the Option.
(c) None.
(d) Not applicable.
(e) Not applicable.
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<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 to the Original Filing is hereby deleted in entirety and
amended to provide as follows:
Upon expiration of the Option, prior to its exercise in whole or
part, all rights of the Filing Parties relating to the Option described in Item
6 to the Original Filing terminated.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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 18, 2000
THE ARGENTUM GROUP
By: WALTER H. BARANDIARAN, INC.,
a General Partner
By:/s/ Walter H. Barandiaran
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Walter H. Barandiaran,
President
ARGENTUM CAPITAL PARTNERS II, L.P.
By: ARGENTUM PARTNERS II, LLC,
General Partner
By: ARGENTUM INVESTMENTS LLC,
Managing Member
By:/s/ Walter H. Barandiaran
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Walter H. Barandiaran,
Managing Member
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