SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. )*
Chromatics Color Sciences International, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
171116304
--------------------------------------------------------------------------------
(CUSIP Number)
October 31, 2000
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
--------------------------
* 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 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>
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CUSIP No. 171116304 13G Page 2 of 12 Pages
-------------------------------- ----------------------------------
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crescent International Limited
---------- ---------------------------------------------------------------------
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.
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
--------------------------------------- --------- ------------------------------
5. SOLE VOTING POWER
1,836,190
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ------------------------------
6. SHARED VOTING POWER
None
--------- ------------------------------
7. SOLE DISPOSITIVE POWER
1,836,190
--------- ------------------------------
8. SHARED DISPOSITIVE POWER
None
---------- ---------------------------------------------------------------------
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,836,190
---------- ---------------------------------------------------------------------
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
---------- ---------------------------------------------------------------------
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
---------- ---------------------------------------------------------------------
12.
TYPE OF REPORTING PERSON*
OO
---------- ---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 171116304 13G Page 3 of 12 Pages
-------------------------------- ----------------------------------
---------- ---------------------------------------------------------------------
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DMI Trust
---------- ---------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3.
SEC USE ONLY
---------- ---------------------------------------------------------------------
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
--------------------------------------- --------- ------------------------------
5.
SOLE VOTING POWER
None
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ------------------------------
6.
SHARED VOTING POWER
1,836,190
--------- ------------------------------
7.
SOLE DISPOSITIVE POWER
None
--------- ------------------------------
8.
SHARED DISPOSITIVE POWER
1,836,190
---------- ---------------------------------------------------------------------
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,836,190
---------- ---------------------------------------------------------------------
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
---------- ---------------------------------------------------------------------
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
---------- ---------------------------------------------------------------------
12.
TYPE OF REPORTING PERSON*
OO
---------- ---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 171116304 13G Page 4 of 12 Pages
-------------------------------- ----------------------------------
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GreenLight (Switzerland) SA
---------- ---------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3.
SEC USE ONLY
---------- ---------------------------------------------------------------------
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
--------------------------------------- --------- ------------------------------
5.
SOLE VOTING POWER
1,836,190
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ------------------------------
6.
SHARED VOTING POWER
None
--------- ------------------------------
7.
SOLE DISPOSITIVE POWER
1,836,190
--------- ------------------------------
8.
SHARED DISPOSITIVE POWER
None
---------- ---------------------------------------------------------------------
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,836,190
---------- ---------------------------------------------------------------------
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
---------- ---------------------------------------------------------------------
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
---------- ---------------------------------------------------------------------
12.
TYPE OF REPORTING PERSON*
OO
---------- ---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 12 Pages
Item 1(a). Name of Issuer:
Chromatics Color Sciences International, Inc. ("CCSI")
Item 1(b). Address of Issuer's Principal Executive Offices:
5 East 80th Street
New York, NY 10021
Item 2(a). Name of Person Filing:
(i) Crescent International Limited ("Crescent")
(ii) DMI Trust ("DMI")
(iii) GreenLight (Switzerland) SA ("GreenLight")
Item 2(b). Address of Principal Business Office or, if None, Residence:
As to Crescent:
Clarendon House
2 Church Street
Hamilton H 11
Bermuda
As to DMI:
Norfolk House
P.O. Box N-7130
Bahamas
As to GreenLight:
84, av. Louis Casai
CH-1216 Geneva
Switzerland
Item 2(c). Citizenship:
As to Crescent: Bermuda
As to DMI: Bahamas
As to GreenLight: Switzerland
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value per share
Item 2(e). CUSIP Number:
171116304
<PAGE>
Page 6 of 12 Pages
Item 3. If This Statement is Filed Pursuant to Rule 13d-1 (b), or 13d-2 (b)
or (c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under Section 15 of the
Exchange Act.
(b) |_| Bank as defined in Section 3 (a) (6) of the Exchange
Act.
(c) |_| Insurance company as defined in Section 3 (a) (19) of
the Exchange Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act.
(e) |_| An investment adviser in accordance with
Rule 13d-1 (b) (1) (ii) (E).
(f) |_| An employee benefit plan or endowment fund
in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in
accordance with Rule 13d-1 (b) (1) (ii) (G).
(h) |_| A savings association as defined in Section 3 (b) of
the Federal Deposit Insurance Act.
(i) |_| A church plan that is excluded from the
definition of an investment company under Section 3
(c) (14) of the Investment Company Act.
(j) |_| Group, in accordance with
Rule 13d-1 (b) (1) (ii) (J).
If this statement is filed pursuant to Rule 13d-1 (c), check this
box. |X|
Item 4. Ownership.
The information contained in Items 5 through 11 on the cover pages
hereto (pages 2 through 4 hereof) is incorporated herein by reference.
The 1,836,190 shares of Common Stock beneficially owned by Crescent
include shares of Common Stock which Crescent has the current right to
purchase upon conversion or redemption of Class B Series 4 Convertible
Preferred Stock, par value $0.01 per share, of CCSI (the "Preferred
Stock") and pursuant to a warrant (the "Warrant") held by Crescent.
Pursuant to the terms of the Preferred Stock and the Warrant, the
aggregate number of shares of Common Stock into which the Preferred
Stock is convertible and redeemable and into which the Warrant is
currently exercisable, and which Crescent has the right to acquire
beneficial ownership of within 60 days, is limited to the number of
shares of Common Stock which, together with all other shares of Common
Stock beneficially owned by Crescent, does not exceed 9.9% of the total
outstanding shares of Common Stock of CCSI.
DMI may be deemed to be a beneficial owner of the shares of Common
Stock of CCSI beneficially owned by Crescent by reason of the ownership
by DMI of 100 percent of the capital stock of Crescent.
GreenLight serves as principal investment manager to Crescent, and as
such has been granted investment discretion over investments including
the CCSI Common Stock. As a result of its role as investment manager to
Crescent, GreenLight may be deemed to be the beneficial owner, as
defined in Rule 13d-3 under the Exchange Act, of CCSI Common Stock held
by Crescent. However, GreenLight does not have the right to receive any
dividends from, or the proceeds from
<PAGE>
Page 7 of 12 Pages
the sale of, the CCSI Common Stock held by Crescent and disclaims any
ownership associated with such rights.
Accordingly, for the purposes of this Statement: (i) Crescent is
reporting that it has the power solely to vote or direct the vote and
the power to dispose or direct the disposition of, the total of
1,836,190 shares of Common Stock beneficially owned by it; (ii) DMI is
reporting that it shares the power to vote or direct the vote and the
power to dispose or direct the disposition of the total of 1,836,190
shares of Common Stock beneficially owned by it; and (iii) GreenLight
is reporting that it has the power solely to vote or direct the vote
and the power to dispose or direct the disposition of the total of
1,836,190 shares of Common Stock beneficially owned by it.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
|_|.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
NOT APPLICABLE.
Item 8. Identification and Classification of Members of the Group.
NOT APPLICABLE.
Item 9. Notice of Dissolution of Group.
NOT APPLICABLE.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
Page 8 of 12 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.
Date: November 9, 2000
CRESCENT INTERNATIONAL LIMITED
By: GreenLight (Switzerland) SA, as
Attorney-in-Fact
By: /s/ Melvyn Craw________________________
Name: Melvyn Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi_________________________
Name: Maxi Brezzi
Title: Authorized Signatory
DMI TRUST
By: GreenLight (Switzerland) SA, as
Attorney-in-Fact
By: /s/ Melvyn Craw________________________
Name: Melvyn Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi_________________________
Name: Maxi Brezzi
Title: Authorized Signatory
GREENLIGHT (SWITZERLAND) SA
By: /s/ Melvyn Craw________________________
Name: Melvyn Craw
Title: Managing Director
By: /s/ Maxi Brezzi_________________________
Name: Maxi Brezzi
Title: Director
<PAGE>
Page 9 of 12 Pages
Exhibit Index
99.1 Agreement of Joint Filing - Filed herewith
99.2 Power of Attorney - Filed herewith
99.3 Power of Attorney - Filed herewith
<PAGE>
Page 10 of 12 Pages
EXHIBIT 99.1
AGREEMENT OF JOINT FILING
Crescent International Limited, DMI Trust and GreenLight (Switzerland) SA agree
that the Statement on 13G to which this Agreement is attached, and all future
amendments to this Statement, shall be filed on behalf of each of them. This
Agreement is intended to satisfy the requirements of Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
Dated: November 9, 2000
CRESCENT INTERNATIONAL LIMITED
By: GreenLight (Switzerland) SA, as
Attorney-in-Fact
By: /s/ Melvyn Craw________________________
Name: Melvyn Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi_________________________
Name: Maxi Brezzi
Title: Authorized Signatory
DMI TRUST
By: GreenLight (Switzerland) SA, as
Attorney-in-Fact
By: /s/ Melvyn Craw________________________
Name: Melvyn Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi_________________________
Name: Maxi Brezzi
Title: Authorized Signatory
GREENLIGHT (SWITZERLAND) SA
By: /s/ Melvyn Craw________________________
Name: Melvyn Craw
Title: Managing Director
By: /s/ Maxi Brezzi________________________
Name: Maxi Brezzi
Title: Director
<PAGE>
Page 11 of 12 Pages
EXHIBIT 99.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that CRESCENT INTERNATIONAL LIMITED hereby
makes, constitutes and appoints GREENLIGHT (SWITZERLAND) SA, acting through any
authorized officer, as its agent and attorney-in-fact for the purpose of
executing in its name all documents, certificates, instruments, statements,
filings and agreements ("documents") to be filed with or delivered to any
foreign or domestic or governmental or regulatory body or required or requested
by any other person or entity pursuant to any legal or regulatory requirement
relating to the acquisition, ownership, management or disposition of securities
or other investments, and any other documents relating or ancillary thereto,
including but not limited to, all documents relating to filings with the United
States Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including without limitation all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act, including without
limitation any acquisition statements on Schedule 13D, or Schedule 13G, and any
amendments thereto, any joint filing agreements pursuant to Rule 13d-1(k), and
any initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5. All past acts of the attorney-in-fact in
furtherance of the foregoing are hereby ratified and confirmed. This power of
attorney shall be valid from the date hereof until revoked by Crescent
International Limited.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 25th
day of January, 2000.
CRESCENT INTERNATIONAL LIMITED
By: /s/ C.F.A. Cooper
-------------------------
Name: C.F.A. Cooper
Title: Director
By: /s/ David W.J. Astwood
-------------------------
Name: David W.J. Astwood
Title: Director
<PAGE>
Page 12 of 12 Pages
EXHIBIT 99.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that DMI TRUST hereby makes, constitutes and
appoints GREENLIGHT (SWITZERLAND) SA, acting through any authorized officer, as
its agent and attorney-in-fact for the purpose of executing in its name all
documents, certificates, instruments, statements, filings and
agreements("documents") to be filed with or delivered to any foreign or domestic
or governmental or regulatory body or required or requested by any other person
or entity pursuant to any legal or regulatory requirement relating to Crescent
International Ltd.'s acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating or ancillary
thereto, including but not limited to, all documents relating to Crescent
International Ltd.'s filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including without limitation all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act, including without limitation any
acquisition statements on Schedule 13D, or Schedule 13G, and any amendments
thereto, any joint filing agreements pursuant to Rule 13d-1(k), and any initial
statements of, or statements of changes in, beneficial ownership of securities
on Form 3, Form 4 or Form 5. All past acts of the attorney-in-fact in
furtherance of the foregoing are hereby ratified and confirmed. This power of
attorney shall be valid from the date hereof until revoked by DMI Trust.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 25th
day of January, 2000.
DMI TRUST
By: /s/ Khalid Abdulla-Janahi
----------------------------
Name: Khalid Abdulla-Janahi
Title: Authorized Signatory
By: /s/ Ala Khannak
-----------------------------
Name: Ala Khannak
Title: Authorized Signatory
