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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Securities and Exchange Commission
Washington, D.C. 20549
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INTERSCIENCE COMPUTER CORP.
(Name of Issuer)
Common 46069K106
(Title of Class of Securities) (CUSIP Number)
Elroy G. Roelke
8080 N. Central Expressway, Suite 210 LB 59, Dallas, TX 75206
(214) 891-8294
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 4, 1996
(Date of Event which Requires Filing of this Statement)
1. Names of Reporting Person S.S. or I.R.S. Identification No.:
Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
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2. Check the Appropriate Box if a Member of a Group:
(a) N/A
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(b) N/A
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3. SEC Use Only:
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): None
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6. Citizenship or Place of Organization: Texas
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Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole voting Power: 680,000
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(8) Shared Voting Power: 0
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(9) Sole Dispositive Power: 680,000
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(10) Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned be Each Reporting Person: 680,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: None
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13. Percent of Class Represented by Amount in Row (11): 21%
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14. Type of Reporting Person: PN/IV
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SCHEDULE 13D
Filed Pursuant to Rule 13D-1
Item 1. SECURITY AND ISSUER:
Series A Cumulative Convertible Preferred Stock ("Series A
Preferred Stock") and the Common Stock underlying said Security.
Interscience Computer Corporation Company
5171 Clareton Drive
Agoura Hills, CA 91301
Item 2. IDENTITY AND BACKGROUND:
a., b., c. Renaissance Capital Growth & Filer
Income Fund III, Inc.
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance Capital Group, Inc. Investment Advisor
8080 N. Central Expwy, Suite 210 to the Filer
Dallas, Texas 75206
Renaissance Capital Growth & Income Fund III, Inc. is a Texas
corporation, organized as a business development company under
the Investment Company Act of 1940.
The officers of Renaissance Capital Group, Inc. are:
Russell Cleveland, President
Elroy G. Roelke, Senior Vice President and General Counsel
Barbe Butschek, Senior Vice President, Corporate Secretary
and Treasurer
Vance M. Arnold, Executive Vice President
Mardon M. Navalta, Vice President
Martin C. Cohen, Vice President
Renaissance Capital Group, Inc. a Texas corporation, is the
Investment Advisor and is responsible for the administration of
the Filer's investment portfolio.
d. None
e. None
f. Texas
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The Filer's source of funds for this transaction came exclusively
from the Filer's investment capital. No borrowed funds were used
in the transaction. The securities were acquired directly from
the Corporation in a Private Placement.
Item 4. PURPOSE OF TRANSACTION:
The sole purpose of the acquisition of these securities was as an
investment in accordance with Filer's election as a Business
Development Company under the Investment Act of 1940.
The Filer, as part of its Purchase Agreement with the Company,
has the right to elect one member to the Board of Directors of
the Company. The Filer has not yet made a decision whether it
will elect such right.
The Preferred Stock issued to Filer will have the right to
receive 7 1/2% dividend from the Company if earned. Said
dividend shall be cumulative if not paid.
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Certain changes were made to the Company's Article of
Incorporation so as to provide for the Preferred Stock.
Item 5. INTEREST IN SECURITIES OF THE ISSUER:
a. On September 23, 1994, the Filer purchased 36,000 shares of the
Company's Series A Cumulative Convertible Preferred Stock,
initially convertible into 600,000 shares of the Company's Common
Stock. The 36,000 shares were purchased for $100 per share. The
Company received $3,600,000 from the proceeds of the sale to the
Filer. The details of this transaction are more fully described
in the original Schedule 13D filed in 1994.
On March 29, 1996, the Filer purchased for the Company 4,000
shares of Series B Cumulative Convertible Preferred Stock
("Series B Preferred Stock") initially convertible into 80,000
shares of Common Stock.
The Filer holds 100% of the Series A Cumulative Convertible
Preferred Stock. If the Series A Preferred Stock and Series B
Preferred Stock was converted as of the date of this filing,
Filer would own 21% of the Company's Common Stock.
b. The holders of Series B Preferred Stock shall be entitled to vote
upon all matters presented to the stockholders, together with the
holders of Common Stock as one class, except (i) as otherwise
required by law and (ii) with respect to the election of
Directors to the Company's Board of Directors. Each share of
Series B Preferred Stock shall entitle the holder thereof to that
number of votes equal to the number of shares of Common Stock
into which one share of Series B Preferred Stock would have been
convertible, if such conversion had taken place on the record
date set for determining stockholders entitled to vote at a
meeting or the date of the consent of stockholders if action is
being taken by written consent. At any meeting of the
shareholders of the Company at which directors are elected to the
Company's Board of Directors, the holders of shares of Series A
and Series B Preferred Stock shall have the right, voting
separately as a class, to elect one director to the Board of
Directors. Such election by the holders of the Series A and
Series B Preferred Stock shall be effected by the vote of the
holders of a majority of the then outstanding shares of Series A
and Series B Preferred Stock.
If the Company (1) fails to pay in whole or in part for four (4)
or more cumulative quarterly dividends on a Series A Preferred
Stock as provided for in paragraph 2 or (2) if a Default as
defined in Purchase Agreement by and between the Company and
Renaissance Capital Growth & Income Fund III, Inc. remains
uncured for twelve (12) months, the Series A and Series B
Preferred Stock shall have the right to elect the smallest number
of directors constituting a majority of the authorized number of
directors of the Company, and the holders of the Common Stock
shall have the right to elect the remaining directors.
c. Not Applicable
d. Not Applicable
e. Not Applicable
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Item 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO
SECURITIES OF THE ISSUER:
The Company is paying the Filer a Financial Advisory Fee of $13,500
per quarter. The Investment Advisor of the Filer has a profit
interest of up to 20% of the profits of the Filer.
Item 7. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED:
Not Applicable
Item 8. MATERIAL TO BE FILED AS EXHIBITS:
Not Applicable
I certify to the best of my knowledge and belief the information set forth
in this statement is true, complete and correct.
Date: May 16, 1996
Renaissance Capital Growth & Income Fund III, Inc.
By: Renaissance Capital Group, Inc.
Investment Advisor
By: /S/ Elroy G. Roelke
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Elroy G. Roelke
Senior Vice President
