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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Deotexis, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
249507-10-4
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(CUSIP Number)
Gerold Tebbe
Deotexis, Inc.
885 Third Avenue, Suite 2900
New York, New York 10022-4834
(212) 829-5698
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 10, 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 / /.
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.
*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).
(Continued on following page(s))
Page 1 of 7 Pages
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CUSIP No. 249507-10-4 13D Page 2 of 7 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Overton Holdings Limited
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds* WC
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(5) Check 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
Turks and Caicos Islands, British West Indies
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Number of Shares (7) Sole Voting
Beneficially Owned Power 4,183,125
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 4,183,125
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,183,125
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11) 92%
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(14) Type of Reporting Person*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 249507-10-4 13D Page 3 of 7 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Gerold Tebbe
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check 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
Federal Republic of Germany
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Number of Shares (7) Sole Voting
Beneficially Owned Power 4,183,125
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 4,183,125
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,183,125
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 92%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 7 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.001 par value (the
"Common Stock"), of Deotexis, Inc. (the "Issuer"). On
October 10, 1997, Overton Holdings Limited ("Overton") purchased
4,183,125 shares of the Common Stock, pursuant to the Stock Purchase
Agreement described below. Mr. Gerold Tebbe, a citizen of the Federal
Republic of Germany, funded Overton and used it as the vehicle to
acquire control of the Issuer.
The Issuer's principal executive office is located at 885 Third
Avenue, Suite 2900, New York, New York 10022-4834.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by (i) Overton, a corporation organized
under the laws of the Turks and Caicos Islands, British West Indies,
and (ii) Gerold Tebbe, an individual and citizen of the Federal
Republic of Germany. Overton's principal business address is c/o The
Chartered Trust Company, Town Centre Mall, Butterfield Square,
Providenciales, Turks & Caicos Islands, British West Indies. Mr.
Tebbe's residence address is Le Columbia Palace, 11, Avenue Princesse
Grace, Monte Carlo, MC 98000, Monaco.
Overton is a holding company. Its principal business is owning the
Common Stock of the Issuer on behalf of Gerold Tebbe. Mr. Tebbe has
been self-employed for the past ten years as an inventor, specializing
in developing products combining patented controlled-release
technology he has developed with textiles, and other applications.
Neither Mr. Tebbe nor Overton has, during the last five years, been (i)
convicted in a criminal proceeding, or (ii) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 10, 1997, Overton purchased 4,183,125 newly-issued and
non-registered shares of the Issuer's Common Stock for a purchase
price of $4,000,000 pursuant to a certain Stock Purchase Agreement,
dated as of September 30, 1997, by and between, on the one hand,
Mr. Gerold Tebbe and Overton, and, on the other hand, Mr. Gary
Takata, Mr. Shigeru Masuda and the Issuer (f/k/a Zeron
Acquisitions II, Inc.).
Mr. Tebbe formed Overton, and capitalized it with over $4,000,000 of
his personal funds. He then caused Overton to purchase the 4,183,125
shares of the Issuer's Common Stock, for a purchase price of
$4,000,000, plus the reservation of a royalty payment to Mr. Tebbe
from products sold by the Issuer that employ technology patented by
Mr. Tebbe, who contributed his patents concerning the technology and
processes to the Issuer upon the closing of the Stock Purchase
Agreement.
None of the funds contributed to Overton by Mr. Tebbe and used by
Overton to effect the purchase of the Issuer's Common Stock pursuant
to the Stock Purchase Agreement were borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Tebbe caused Overton to purchase the Common Stock of the Issuer
for the purposes of acquiring control of the Issuer. Upon the
execution of the Stock Purchase Agreement by the parties thereto,
because of the proposed change in the management and control of the
Issuer embodied in the Stock Purchase Agreement, the Issuer prepared,
and distributed to all stockholders of the Issuer at that time, an
Information Statement pursuant to Rule 14f-1 promulgated by the
Securities and Exchange Commission (the "SEC") under the Securities
Exchange Act of 1934. The Information Statement described the
provisions of the Stock Purchase Agreement, and the proposed changes
in management and control of the Issuer provided for therein.
Upon the completion of the purchase of the Issuer's Common Stock by
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Page 5 of 7 Pages
Overton, the existing directors and officers of the Company, Mr. Gary
Takata and Mr. Shigeru Masuda, elected Mr. Tebbe director, then
resigned from all officerships and directorships they held with the
Issuer. Mr. Tebbe then appointed himself President, Secretary and
Treasurer of the Issuer, and caused Overton, as majority stockholder
of the Issuer, to change its corporate name from Zeron Acquisitions
II, Inc. to Deotexis, Inc.
Pursuant to the Issuer's By-laws, Mr. Tebbe then appointed the other
six current directors, to serve until the next annual meeting of
stockholders, at which all directors shall stand for re-election.
The shares of Common Stock of the Issuer purchased by Overton were
issued without registration pursuant to the exemption from
registration afforded by Regulation S promulgated by the SEC under the
Securities Act of 1933, as amended. This sale by the Issuer to Overton
was exempt from registration under Regulation S because the Common
Stock was issued exclusively to a non-U.S. person outside of the United
States.
The Common Stock of the Issuer purchased by Overton issued pursuant to
the exemption from registration afforded by Regulation S may be sold
outside of the United States, and may be sold within the United States
to U.S. persons in accordance with the provisions of Regulation S.
Subject to such requirements, Overton may sell the Common Stock from
time to time in the open market, or in privately negotiated
transactions.
Except as otherwise set forth in this Item 4, upon the completion of
the actions discussed in this Item 4 (approximately January 31, 1998),
neither Overton nor Mr. Tebbe had any intention, or was considering
any 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 (other
than the intention or Mr. Tebbe to cause the Issuer to acquire a
manufactoring company, suited to its needs, in the United States or
Europe, should such a suitable acquisition candidate be identified,
subject to the Issuer's ability to finance such a transaction, as
disclosed in the registration statement of the Issuer on Form S-1,
filed with the SEC on March 3, 1998 (SEC File No. 333-47189); (c) a
sale or transfer of a material amount of assets of the Issuer or 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 directors or to fill any existing vacancies on
the 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, bylaws or instruments corresponding thereto or other actions
which 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 registered national
securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or (j) any action similar to any of those
enumerated above.
Gerold Tebbe and Overton reserve the right to determine in the future
whether to change the purpose or purposes described above or whether
to form intentions or adopt plans or proposals of the type specified
above.
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Page 6 of 7 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On September 30, 1997, Overton, Mr. Gerold Tebbe, the Issuer, Mr. Gary
Takata and Mr. Shigeru Masuda executed the Stock Purchase Agreement,
pursuant to which Overton purchased a total of 4,183,125 shares of
Common Stock from the Issuer for a price of $4,000,000, plus the
reservation of a royalty by Mr. Tebbe with respect to sales of
products by the Issuer utilizing certain patents, patent applications
and associated intellectual property contributed to the Issuer by
Mr. Tebbe, as required by the Stock Purchase Agreement. The Stock
Purchase Agreement closed on October 10, 1997. Overton is 100%
beneficially owned and controlled by Mr. Gerold Tebbe. Overton's
(and, through Overton, Gerold Tebbe's) beneficial ownership of the
Common Stock represents 92% of the outstanding Common Stock of the
Issuer.
Overton and Gerold Tebbe each have sole voting power and sole
dispositive power over the Common Stock of the Issuer held by
Overton. Neither Overton nor Gerold Tebbe was a party to any
transaction with respect to the Common Stock of the Issuer, other than
the Stock Purchase Agreement, within 60 days after the date thereof.
Neither Overton nor Gerold Tebbe knows of any other person that has the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock of the Issuer held
by Overton.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On September 30, 1997, Overton, Mr. Gerold Tebbe, the Issuer, Mr. Gary
Takata, and Mr. Shigeru Masuda executed the Stock Purchase Agreement,
pursuant to which Overton purchased a total of 4,183,125 shares of
Common Stock of the Issuer for a price of $4,000,000 (see Item 5).
The Stock Purchase Agreement closed on October 10, 1997. Other than
the Stock Purchase Agreement, neither Overton nor Gerold Tebbe has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to the Common Stock, including
but not limited to, transfer or voting thereof, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Stock Purchase Agreement, dated as of September 30, 1997, among
Mr. Gerold Tebbe, Overton Holdings Limited, Zeron Acquisitions
II, Inc., Mr. Gary Takata and Mr. Shigeru Masuda.
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Page 7 of 7 Pages
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.
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(Date
/s/ Gerold Tebbe
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(Signature)
Overton Holdings Limited
Gerold Tebbe, Authorized Signatory
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(Name/Title)
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Date
/s/ Gerold Tebbe
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Signature
Gerold Tebbe, Individual
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