UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
Infinite Machines Corp.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
456910
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(CUSIP Number)
Todd J. Emmerman, Esq., c/o Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022
(212) 940-8873
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 19, 1997
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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 |_|.
(1) 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).
Page 1
<PAGE>
13D
CUSIP No. 456910
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Clearwater Fund IV, LLC
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2 Check the Appropriate Box If a Member of a Group*
a. |X|
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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7 Sole Voting Power
Number of
Shares 2,452,277 Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
2,452,277 Shares
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,452,277 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
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13 Percent of Class Represented By Amount in Row (11)
19.6%
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14 Type of Reporting Person*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
13D
CUSIP No. 456910
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Clearwater Offshore Fund Ltd.
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2 Check the Appropriate Box If a Member of a Group*
a. |X|
b. |_|
- --------------------------------------------------------------------------------
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
Bahamas
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7 Sole Voting Power
Number of
Shares 197,100 Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
197,100 Shares
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
197,100 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)
1.6%
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14 Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3
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Item 1. Security and Issuer
This statement relates to the shares of Common Stock, .001 par value
per share (the "Common Stock"), of Infinite Machines Corp. (the
"Company"), a corporation organized under the laws of the State of
Delaware. The principal executive offices of the Company are located
at 300 Metro Center Blvd., Warwick, Rhode Island 02886.
Item 2. Identity and Background
(a)-(c)
Clearwater Fund IV, LLC ("Clearwater LLC") is a Delaware limited
liability company whose investment strategy is to make investments
in domestic equity and debt securities. The principal business
address of Clearwater LLC is 611 Druid Road East, Suite 200,
Clearwater, Florida, 33756. The Managing Member of Clearwater LLC is
Hans Frederic Heye. Mr. Heye's principal business address is 611
Druid Road East, Suite 200, Clearwater, Florida 33756. Mr. Heye is
principally employed as the President of the Clearwater Funds, a
series of private investment entities.
Clearwater Offshore Fund Ltd. ("Clearwater Offshore") is a Bahamian
corporation whose investment strategy is to make investments in
domestic equity and debt securities. The principal business address
of Clearwater Offshore is c/o New World Trustees (Bahamas) Limited,
Euro-Canadian Centre, Marlboro Street, P.O. Box N-4465, Nassau,
Bahamas. The trading manager of Clearwater Offshore is Clearwater
Futures, Inc., the President of which is Mr. Heye. The address of
Clearwater Futures is 611 Druid Road East, Suite 200, Clearwater,
Florida 33756. The Directors of Clearwater Offshore are Silkwood
Nominees Ltd., a Bahamian corporation and Manning Consultant Ltd., a
Bahamian corporation, each of which principally functions as a
provider of administrative services for offshore funds.
Pursuant to Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule
13D is being filed by Clearwater LLC and Clearwater Offshore.
Clearwater Offshore and Clearwater LLC (collectively, the "Reporting
Persons") are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Exchange Act by virtue of the fact that Mr. Heye,
the Managing Member of Clearwater LLC is the President of Clearwater
Futures, Inc., the trading manager of Clearwater Offshore.
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<PAGE>
(d) To the best knowledge of the Reporting Persons, during the last
five years, none of the persons named in this Item 2 has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) To the best knowledge of the Reporting Persons, during the last
five years, none of the persons names in this Item 2 was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction which as a result of such proceeding was or is subject
to any 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. Heye is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used by Clearwater LLC to purchase the
shares of Common Stock reported herein as being beneficially owned
by it (including commissions) was approximately $2,699,251. The
source of funds used to purchase said shares of Common Stock was
working capital.
The aggregate amount of funds used by Clearwater Offshore to
purchase the shares of Common Stock reported herein as being
beneficially owned by it (including commissions) was approximately
$237,954. The source of funds used to purchase said shares of Common
Stock was working capital.
Item 4. Purpose of Transaction.
The Reporting Person acquired the securities reported herein as
being beneficially owned by such Reporting Persons for investment
purposes. Depending upon market conditions and other factors that
the Reporting Persons may deem material to its investment decisions,
the Reporting Persons may purchase additional shares of the
securities of the Company in the open market or in private
transactions, or may dispose of all or a portion of the securities
of the Company that it owns or hereafter may acquire. Except as
otherwise set forth herein, the Reporting Persons have no plans or
proposals which relate to, or could result in any matters referred
to in paragraphs (b) through (j) of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a)-(b)
Clearwater LLC beneficially owns 2,452,277 shares of the Company's
Common Stock (comprising approximately 19.6% of the outstanding
Common Stock of the Company as of November 5, 1997 based on the
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997). Clearwater LLC has the sole power to vote and
dispose of all such shares.
Clearwater Offshore beneficially owns 197,100 shares of the
Company's Common Stock (comprising approximately 1.6% of the
outstanding Common Stock of the Company as of November 5, 1997 based
on the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997). Clearwater Offshore has the sole power to vote
and dispose of all such shares.
Collectively, the Reporting Persons own 2,649,377 shares of the
Company's Common Stock representing approximately 21.2% of the
outstanding Common Stock of the Company as of November 5, 1997 based
on the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
(c) Clearwater LLC acquired beneficial ownership of 2,214,077 of the
shares of Common Stock reported herein in private transactions with
the Company and in open market transactions between September 19,
1997 and December 31, 1997. On January 30, 1998, Clearwater LLC
purchased 85,000 shares of Common Stock on the open market at a
price per share of $1.6374. On February 27, 1998, Clearwater LLC
purchased 153,200 shares of Common Stock on the open market at a
price per share of $1.5876.
Clearwater Offshore acquired beneficial ownership of all of the
shares of Common Stock reported herein as being beneficially owned
by Clearwater Offshore in open market transactions between September
25, 1997 and December 29, 1997.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
Page 6
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Item 7. Material to be Filed as Exhibits
1. Agreement, dated March 13, 1998 among the Reporting Persons
relating to filing of a joint acquisition statement pursuant to Rule
13d-1(f)(1).
Page 7
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 13, 1998
CLEARWATER FUND IV, LLC
/s/ Hans Frederic Heye
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By: Hans Frederic Heye
Title: Managing Member
CLEARWATER OFFSHORE FUND LTD.
By: MANNING CONSULTANT LTD., a director
By: FALKIRK S.A., as attorney-in-fact
By: /s/Carol Goodwin
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Title: Director
Page 8
<PAGE>
Exhibit Index
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
1. Agreement, dated March 13, 1998
among the Reporting Persons
relating to the filing of a
joint acquisition statement
pursuant to Rule 13d-1(f)(1).
Page 9
EXHIBIT 1
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) to file a joint
statement on Schedule 13D and amendments thereto pertaining to their beneficial
ownership of shares of Common Stock of Infinite Machines Corp.
This Agreement may be terminated for any reason by any party hereto
immediately upon the personal delivery or facsimile transmission of notice to
that effect to the other parties hereto.
This agreement may be executed in counterparts and all so executed shall
constitute the agreement.
Dated: March 13, 1998
CLEARWATER FUND IV, LLC
/s/ Hans Frederic Heye
------------------------------------
By: Hans Frederic Heye
Title: Managing Member
CLEARWATER OFFSHORE FUND LTD.
By: MANNING CONSULTANT LTD., a director
By: FALKIRK S.A., as attorney-in-fact
By: /s/Carol Goodwin
------------------------------------
Title: Director
Page 10
