SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Regenesis Holdings, Inc.
(Name of Issuer)
Common Stock, par value $.01
Preferred Stock, par value $.01
(Title of Class of Securities)
37245M207
(CUSIP Number)
Triad Petroleum, LLC
1700 North Dixie Highway
Boca Raton, Florida 33432
1-561-391-5883
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to:
Howard Sobel, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue, New York, NY 10022
(212) 715-9100
September 14, 2000
(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(e), 13d-1(f) OR 13d-1(g), check the following
box: |_|
Page 1 of 9 Pages
Exhibit Index appears on page 8
<PAGE>
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13D
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Triad Petroleum, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (see Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |-|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 96% (See Item 5)
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0% (See Item 5)
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 96% (See Item 5)
-----------------------------------------
10 SHARED DISPOSITIVE POWER
0% (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96% (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
<PAGE>
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13D
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FuelAmerica, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (see Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |-|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0% (See Item 5)
BENEFICIALLY --------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 96% (See Item 5)
REPORTING --------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0% (See Item 5)
--------------------------------------
10 SHARED DISPOSITIVE POWER
96% (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96% (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
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<PAGE>
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13D
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chris R. Salmonson
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
IN (see Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |-|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0% (See Item 5)
BENEFICIALLY --------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 96% (See Item 5)
REPORTING --------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 % (See Item 5)
--------------------------------------
10 SHARED DISPOSITIVE POWER
96 % (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96% (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
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<PAGE>
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13D
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert L. Simmons
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (see Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |-|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0% (See Item 5)
BENEFICIALLY --------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 96% (See Item 5)
REPORTING --------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0% (See Item 5)
--------------------------------------
10 SHARED DISPOSITIVE POWER
96% (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96% (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
-4-
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This Statement on Schedule 13D (the "Statement") relates to the common
stock, par value $.01 per share (the "Common Stock") and the preferred stock,
par value $.01 per share (the "Preferred Stock"), of Regenesis Holdings, Inc, a
Florida Corporation (the "Company"). The principal executive office of the
Company is located at 2701 West Oakland Park Boulevard, Suite 220, Fort
Lauderdale, Florida 33139.
Item 2. Identity and Background.
(a) This Statement is being filed on behalf: of (i) Triad Petroleum, LLC, a
Florida limited liability company ("Triad"), (ii) Mr. Chris R. Salmonson, an
individual and the owner of a controlling interest in FuelAmerica, LLC, a
Florida limited liability company ("Fuel America") which owns 50% of the
membership interest in Triad (iii) Fule America and (iv) Mr. Robert Simmons, an
individual and sole shareholder of Rapture Holdings, Inc., a Florida corporation
("Rapture") which owns the remaining 50% of the membership interests in Triad
not held by FuelAmerica.
(b) The business address of Triad, FuelAmerica, Mr. Salmonson, Mr. Simmons and
Rapture is c/o Triad Petroleum, LLC, 1700 North Dixie Highway, Suite 125, Boca
Raton, Florida 33432.
(c) This Schedule 13D is filed on behalf of Triad, Mr. Salmonson, FuelAmerica,
Mr. Simmons and Rapture. Mr. Salmonson is a venture capitalist, entrepreneur and
owner of 50% of the membership interests in and an officer of Triad. FuelAmerica
is a Florida limited liability company wholly owned by Mr. Salmonson. Mr.
Simmons is a venture capitalist, entrepreneur and owner of 50% of the membership
interests in and an officer of Triad. Rapture is a Florida Corporation wholly
owned by Mr. Simmons. The principal business of Triad is the development of
marketing, production and sale of proprietary technology which allows for the
integration of the business operations of wholesale and retail fuel distribution
systems, including inventory monitoring and management. See attached Exhibit A
which is a copy of an agreement in writing to file this statement jointly on
behalf of each of Triad, FuelAmerica, Mr. Salmonson, Mr. Simmons and Rapture
(collectively, the "Reporting Persons").
(d) The Reporting Persons have not, during the five years prior to the date
hereof, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Persons have not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
such person 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.
(f) Messrs. Salmonson and Simmons are citizens of the United States. Triad and
FuleAmerica are limited liability companies organized under the laws of Florida.
Rapture is a Florida corporation.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Share Sale and Contribution Agreement (the "Agreement")
dated as of September 14, 2000, Triad has a contractual right to acquire 96% of
the voting equity of the Company through the sale of a combination of the
Company's Common and convertible Preferred Stock. In consideration thereof,
Triad will assign its exclusive 50 year royalty free license and distribution
rights under a Technology License and Marketing Agreement with E-Mation LLC (an
affiliate of Triad) which provides for the exclusive rights
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<PAGE>
to make, market and sell products and services using E-Mation's proprietary
technology which integrates the business operations for both wholesale
distribution and retail sale of fuel.
The Agreement is subject to certain closing conditions, which may be
waived by Triad, including, but not limited to, the Company's reduction or
elimination of certain liabilities, the conversion of certain Company debt to
equity and termination of certain ongoing contracts of the Company. The
foregoing description of the Triad transaction is a summary, and as such is
qualified in its entirety by reference to the Agreement and a related side
letter, both of which were filed as Exhibit 10.19 to the Company's 10Q-SB for
the period ended June 30, 2000, filed with the Securities and Exchange
Commission on September 22, 2000 and incorporated herein by this reference.
In connection with the closing of the Triad transaction, the Company
will issue to Triad a combination of Common Stock and a newly designated series
of convertible Preferred Stock, approximating, in the aggregate, 96% of the
voting equity of the Company. Each share of new convertible Preferred Stock will
be convertible into ten shares of Common Stock and will participate in all
voting and dividend rights of the common shareholders on an as-converted basis.
The total number of shares to be issued, on a common stock equivalent basis,
will equal approximately 144,000,00 shares.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of Common Stock and Preferred
Stock, reported as beneficially owned by them, in order to acquire a controlling
interest in the Company and as compensation for the contribution of the
licensing agreement described in Item 3 of this Schedule 13D.
(a) Except as set forth in this Schedule 13D, the Reporting Persons have no
plans to acquire additional securities of the Company
(b) Except as set forth in this Schedule 13D, the Company does not currently
have any plans or proposals that are likely to result in a change of control of
the Company.
(c) The Reporting Persons have no plans or proposals relating to the sale of a
material amount of Company assets.
(d) In connection with the completion of the Triad transaction, the Company's
current Chairman of the Board of Directors, Chief Executive Officer and
President and its Chief Financial Officer, both of whom are Directors of the
Company, have agreed to resign their respective positions as officers of the
Company. Under the Agreement, following consummation of the share issuances
reported on this Schedule 13D, the Company has agreed to seek the consent of a
majority of the Company's shareholders (including Triad) to (i) increase the
size of the Company's Board of Directs from the currently authorized number of
three directors to a Board of Directors of between three and eleven members as
determined from time to time by resolution of the Board of Directors, (ii) to
elect certain designees of Triad, including Mr. Salmonson, to the Board of
Directors and (iii) to change the Company's name to FuelNation, Inc.
Additionally, upon the request of Triad, all of the Company's existing directors
have agreed to resign from the Company's Board of Directors. At present, Triad
does not intend to seek such resignations.
(e) Promptly following the consummation of the Triad transaction, the Company
has agreed to seek the consent of at least a majority of its shareholders
(including Triad) to authorize an amendment to the Company's Articles of
Incorporation increasing the Company's authorized common stock from 100,000,000
to 300,000,000, and increasing the company's authorized preferred stock from
10,000,000 to 50,000,000.
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<PAGE>
Except as disclosed in this Item 4 or elsewhere in this Schedule 13D, the
Reporting Person has no current plans or proposals which relate to or would
result in any event described in subparagraphs (f) through (j) of Item 4 of
Schedule 13D. Triad has indicated that the Company may seek stock based
acquisitions of assets or other companies in the fuel industry that may bring
value to the Company and its shareholders, although there can be no assurance
that such acquisitions will occur.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the Agreement, the Reporting Persons may be deemed to
beneficially own 96% of the Company's voting equity. As the capital structure of
the Company prior to the closing of the Triad transaction is subject to change,
the precise number of shares of Common and Preferred Stock that are anticipated
to be issued to Triad are at present unknown.
(b) Upon the closing of the Triad transaction, Triad will have the sole power to
vote, or direct the vote of and the sole power to dispose of, or direct the
disposition of, 96% of the Company's voting equity. FuelAmerica, LLC, Mr.
Salmonson, Mr. Simmons and Rapture may be deemed to share, with Triad, the power
to vote, or direct the vote of and may be deemed to share the power to dispose
of, or direct the disposition of, 96% of the Company's voting equity.
(c) In connection with the Triad transaction, Triad was issued warrants to
purchase 750,000 shares of the Company's common stock at $.10 per share of
Common Stock as compensation for any amounts Triad expended on behalf of the
Company in connection with the proposed transaction. Such warrants are only
exercisable if the Triad transaction is not consummated, and, if exercised,
would represent less than 10% of the Company's outstanding Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
Except as disclosed in this Schedule 13D, the Reporting Persons do not
have any contracts, arrangements, understandings or other relationships with
respect to the securities of the Company.
-7-
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement of Joint Filing of Schedule 13D dated as of September 25,
2000.
Exhibit B: Share Sale and Contribution Agreement, dated as of September 14,
2000 and related side letter thereto, by and among Regenesis Holdings, Inc.
Russell Adler for Himself and his Nominees and Triad Petroleum, LLC, filed with
the Securities and Exchange Commission on September 22, 2000 as Exhibit 10.19 to
the Company 10Q-SB for the period ended June 30, 2000 and incorporated herein by
this reference.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: September 25, 2000
/s/ Chris R. Salmonson
------------------------------------
Chris R. Salmonson
/s/ Robert L. Simmons
------------------------------------
Robert L. Simmons
Triad Petroleum, LLC
/s/ Triad Petroleum, LLC
------------------------------------
By: Chris R. Salmonson
FuelAmerica, LLC
/s/ FuelAmerica, LLC
------------------------------------
By: Chris R. Salmonson
Rapture Holdings, Inc.
/s/ Rapture Holdings, Inc.
------------------------------------
By: Robert L. Simmons
-9-
<PAGE>
EXHIBIT B
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree jointly to prepare and file
with regulatory authorities a Schedule 13D and any future
amendments thereto reporting each of the undersigned's
ownership of securities of Regenesis Holdings, Inc. and
hereby affirm that such Schedule 13D is being filed on
behalf of each of the undersigned.
Dated: September 25, 2000
/s/ Chris R. Salmonson
------------------------------------
Chris R. Salmonson
/s/ Robert L. Simmons
------------------------------------
Robert L. Simmons
Triad Petroleum, LLC
/s/ Triad Petroleum, LLC
------------------------------------
By: Chris R. Salmonson
FuelAmerica, LLC
/s/ FuelAmerica, LLC
------------------------------------
By: Chris R. Salmonson
Rapture Holdings, Inc.
/s/ Rapture Holdings, Inc.
------------------------------------
By: Robert L. Simmons
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