SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FINANCING FOR SCIENCE INTERNATIONAL, INC.
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(Name of issuer)
Common Stock, Par Value $.01 Per Share
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(Title of class of securities)
317706109
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(CUSIP number)
Mr. Philip Dyke
ELECTRA INVESTMENT TRUST P.L.C.
65 Kingsway, London, England WC2B 6QT
United Kingdom, 011-44-071-831-6464
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 29,1996
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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. |_|
Check the following box if a fee is being paid with the statement. |_| (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 pages)
(Page 1 of 13 Pages)
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1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Electra Investment Trust P.L.C.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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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 |_|
United Kingdom
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NUMBER OF 7. SOLE VOTING POWER 1,260,000
SHARES -----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ----------------------------------
EACH 9. SOLE DISPOSITIVE POWER 1,260,000
REPORTING -------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
-----------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,260,000
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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)
23.08
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14. TYPE OF REPORTING PERSON*
IV
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 13 Pages)
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AMENDMENT NO. 1 TO SCHEDULE 13D
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, as
amended (the "Act"), this is the first electronic amendment to a paper format
Original Schedule 13D, dated June 17, 1994 (the "Original Schedule 13D"), filed
by Electra Investment Trust P.L.C. ("Electra") and accordingly amends and
restates the text of the Original Schedule 13D. However, pursuant to Rule
13d-2(c) this amended and restated Schedule 13D does not set forth the
previously filed paper exhibits. This statement (the "Statement") is being filed
pursuant to Rule 13d-2(a) under the Act as a result of the sale by Electra of
its total interest in the Common Stock (as defined below) of the Issuer (as
defined below) as part of a merger transaction whereby FINOVA Capital
Corporation ("FINOVA") acquired beneficial ownership of 100% of the equity of
the Issuer as more fully described below. Accordingly, this Statement shall
serve as the final amendment to the Original Schedule 13D filed by Electra with
repect to its interest in the Issuer.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of Financing for Science International, Inc., a Delaware
corporation (the "Issuer"), the principal executive offices of which are located
at 10 Waterside Drive, Farmington, Connecticut, 06032-3065.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed by Electra, a company incorporated in England
and Wales (Electra is sometimes referred to as the "Reporting Person").
(b) - (c)
Electra Investment Trust P.L.C., a company incorporated in England and
Wales, is an investment trust that provides equity capital for private and
public companies. The principal business address of Electra is 65 Kingsway,
London, England, WC2B 6QT, which also serves as its principal office.
(Page 3 of 13 Pages)
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(d) - (e)
Neither the Reporting Person nor to the best of its knowledge, any of its
executive officers and directors, set forth on Schedule 1, during the last five
years, has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or has been a party to a civil proceeding 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.
In connection with the initial public offering (the "Offering") by the
Issuer of 2,500,000 shares of its Common Stock and 2,500,000 Redeemable Common
Stock Purchase Warrants, which registration statement on Form S-1 relating
thereto (the "Registration Statement") was filed pursuant to the Securities Act
of 1933, as amended (the "Act"), and which was declared effective by the
Securities and Exchange Commission on May 20, 1994, the Issuer converted
Electra's 700 shares of Series A Preferred Stock (the "Series A Preferred
Stock") into 1,120,000 shares of Common Stock. In addition, at the closing of
the Offering, Electra acquired an additional 70,000 shares of Common Stock and
70,000 redeemable common stock purchase warrants (the "Warrants"), which were
not exercisable for the first year following the Offering.
Pursuant to that certain Series A Preferred Stock Purchase Agreement,
among the Issuer, Electra and Electra Holdings, Inc. ("EHI"), a wholly-owned
subsidiary of Electra, dated as of December 31, 1991 (the "Securities Purchase
Agreement"), a copy of which was attached as Exhibit A to the Original Schedule
13D, Electra acquired from the Issuer 500 shares of Series A Preferred Stock
investment purposes. EHI also acquired from the Issuer 500 shares of Series A
Preferred Stock. Pursuant to Amendment No. 1 to the Securities Purchase
Agreement, a copy of which was attached as Exhibit B to the Original Schedule
13D ("Amendment No. 1"), EHI sold 300 shares of Series A Preferred Stock to two
(Page 4 of 13 Pages)
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third parties. Subsequently, EHI transferred its remaining shares of Series A
Preferred Stock to Electra.
The funds used by Electra in making its original purchase of the Series A
Preferred Stock and the purchase of the 70,000 shares of Common Stock and 70,000
Warrants described herein represent investment funds of Electra. None of the
purchases by Electra involved borrowed funds.
Pursuant to a Proxy Statement, dated August 9, 1996 (the "Proxy
Statement"), holders of Common Stock of the Issuer were asked to approve a
merger whereby FINOVA Capital Corporation, a Delaware corporation ("FINOVA")
would acquire beneficial ownership of 100% of the equity of the Issuer in a
single transaction pursuant to which the stockholder's of the Company would
receive cash ($6.40 in cash) for each share of Common Stock of the Company (the
"Merger Transaction"). At a special meeting of stockholders of the Issuer held
on August 29, 1996 a majority of the outstanding shares of Common Stock of the
Issuer voted to approve the Merger Transaction. Accordingly, Electra will
receive $6.40 for each of its 1,260,000 shares of Common Stock of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to the Proxy Statement FINOVA acquired beneficial ownership of
100% of the equity of the Issuer via the Merger Transaction. Accordingly,
Electra sold its whole interest in the Issuer and no longer has a beneficial
interest in the Issuer. Prior to the Merger Transaction the Common Stock of the
Issuer was traded on the NASDAQ National Market section of the NASDAQ Stock
Market under the symbol "FFSI." Subsequent to the merger, FINOVA had the Issuer
delisted from the NASDAQ Stock Market and terminated the registration of the
class of Common Stock under Section 12(g) of Securities Exchange Act of 1934.
Electra originally acquired its shares of Series A Preferred Stock for the
purpose of investment. The Series A Preferred Stock was converted at the time of
the Offering by agreement with the Issuer pursuant to Amendment No. 4 to the
Securities Purchase Agreement, dated as of May 18, 1994, a copy of which was
attached as Exhibit E to the Original Schedule 13D("Amendment No. 4"), and
(Page 5 of 13 Pages)
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the Issuer's Restated Certificate of Incorporation, as amended on May 19, 1994.
The subsequent purchase of 70,000 shares of Common Stock and 70,000 Warrants was
for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) Immediately prior to the Merger Transaction, Electra owned an
aggregate of 1,260,000 shares of Common Stock, representing 23.08% of the
Issuer's outstanding shares of Common Stock, including 70,000 shares of Common
Stock issuable pursuant to redeemable warrants which were purchased from the
Company upon the closing of the Offering. Upon approval of the Merger
Transaction each of Electra's shares of Common Stock of the Issuer were sold for
$6.40 cash.
(b) Electra had sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of the shares of Common Stock of which it
had beneficial ownership. Pursuant to that certain voting agreement, by and
between Electra and FINOVA, dated May 19, 1996 (the "Voting Agreement"), subject
to certain conditions, Electra agreed to vote or cause to be voted all of its
shares of Common Stock to approve the Merger Transaction.
(c) Other than as described in this Item 5, the Reporting Person has not
engaged in any transactions with respect to the Common Stock required to be
reported in response to this Item 5 during the past sixty (60) days.
(d) Prior to the Merger Transaction, no person other than the Reporting
Person beneficially owned any of the shares of Common Stock which may be deemed
beneficially owned by the
(Page 6 of 13 Pages)
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Reporting Person and the Reporting Person does not know of any other person who
has the right to receive or the power to direct the receipt of proceeds from the
sale of any of the shares owned beneficially by the Reporting Person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS,
OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
At various times and in conjunction with the Offering, Electra had
negotiated certain registration rights which were relinquished and or canceled
as a result of the Merger Transaction.
Prior to the Merger Transaction, Diane M. Smith, Senior Vice President of
Electra, Inc., an affiliate of Electra, served as a director on the Issuer's
classified Board of Directors and also served on the Issuer's Executive, Audit,
Executive Compensation, Restricted Stock and Stock Option Committees.
(Page 7 of 13 Pages)
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Pursuant to the Voting Agreement, subject to certain conditions, Electra
agreed (a) not to sell, pledge, transfer, assign, encumber or otherwise alienate
any shares of Common Stock owned by Electra and (b) to vote or cause to be voted
all of its shares of Common Stock to approve the Merger Transaction, so long as
that certain Agreement and Plan of Merger, by and among the Issuer, FINOVA and
Finova Business
(Page 8 of 13 Pages)
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Credit Corp., dated as of May 19, 1996, is not amended adversely to Electra.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
MATERIALS FILED AS EXHIBITS TO THE ORIGINAL SCHEDULE 13D
Exhibit A - Series A Preferred Stock Purchase Agreement, dated
December 31, 1991.
Exhibit B - Amendment No. 1 to the Series A Preferred Stock
Purchase Agreement, dated April 10, 1992.
Exhibit C - Amendment No. 2 to the Series A Preferred Stock
Purchase Agreement, dated September 25, 1992.
Exhibit D - Amendment No. 3 to the Series A Preferred Stock
Purchase Agreement, dated October 27, 1993.
Exhibit E - Amendment No. 4 to the Series A Preferred Stock
Purchase Agreement, dated May 18, 1994.
Exhibit F - Letter Agreement, dated December 31, 1991, as amended.
Exhibit G-1 - Letter Agreement, dated May 12, 1994.
Exhibit G-2 - Letter Agreement, dated May 12, 1994.
(Page 9 of 13 Pages)
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: September 9, 1996
ELECTRA INVESTMENT TRUST P.L.C.
By: /s/ Hugh Mumford
-----------------------------------
Name: Hugh Mumford
Title: Director
(Page 10 of 13 Pages)
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SCHEDULE 1
The following persons are directors or officers of Electra:
(1) Michael Craig Stoddart
Compton House
Kinver, Nr. Stourbridge
West Midlands, U.K.
Citizenship: British
Mr. Stoddart is Executive Chairman of Electra.
(2) Colin Hyndmarsh Black
15 Tudor Close
Cobham
Surrey KT11 2PH, U.K.
Citizenship: British
Mr. Black is a non-Executive Director of Electra and
Chairman and Director of a number of other U.K. companies.
(Page 11 of 13 Pages)
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(3) Lord Vinson of Roddam Dene
34 Kynance Mews
London SW7 4QR, U.K.
Citizenship: British
Lord Vinson is a non-Executive Director of Electra and a
Director of a number of other U.K. companies.
(4) Brian Kenneth Peppiatt
Aston Mullins Farm
Ford, Aylesbury, U.K.
Citizenship: British
Mr. Peppiatt is a non-Executive Director of Electra and a
Director of a number of other U.K. companies.
(5) Sir Christopher Wates
26 Sumner Place
South Kensington
London SW7 3NT, U.K.
Citizenship: British
Sir Wates is a non-Executive Director of Electra and Chief
Executive of the Wates Group of Companies.
(6) Leon Levy
One Sutton Place South
Apartment 3A
New York, New York 10022
Citizenship: U.S.
Mr. Levy is a non-Executive Director of Electra and a
partner in Odyssey Partners L.P.
(7) John Michael Pickard
Meadow House, Meadow Walk
Walton-on-the-Hill
Tadworth, Surrey, KT20 7UF, U.K.
Citizenship: British
Mr. Pickard is a non-Executive Director of Electra and
Chairman of London Docklands Development Corporation
(8) Mr. Rt. Hon. Tom King, CH MP
Doncombe Mill Ford
(Page 12 of 13 Pages)
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Chippenham, Wiltshire, SN148RR, U.K.
Citizenship: British
Mr. King is a non-Executive Director of Electra and a
member of Parliament.
(9) Philip John Dyke
32 Wykeham Way
Burgess Hill
West Sussex RH15 OHF, U.K.
Citizenship: British
Mr. Dyke is the Secretary of Electra.
(10) Ronald A. Armstrong
c/o Electra
65 Kingsway
London, England WC2B 6QT
Citizenship: British
Mr. Armstrong is a Director of Electra and is the
Chief Executive of Pera International.
(11) J. Peter Williams
c/o Electra
65 Kingsway
London, England WC2B 6QT
Citizenship: British
Mr. Williams is a Director of Electra and is the
Chief Executive of David S. Smith (Holdings)
P.L.C.
(12) R. Brian Williamson
c/o Electra
65 Kingsway
London, England WC2B 6QT
Citizenship: British
Mr. Williamson is a Director of Electra and is the
Chairman of Gerrard & National Holdings P.L.C.
(Page 13 of 13 Pages)
