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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)<F*>
BOSS HOLDINGS, INC. (F/K/A VISTA 2000, INC.)
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
1011B 10 1 7
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(CUSIP Number)
LEONARD J. ESSIG, ESQ.
LEWIS RICE & FINGERSH, L.C.
500 NORTH BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
1-8-98
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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 claim.)
(See Rule 13d-7.)
Note: When filing this statement in paper format, six
copies of this statement, including exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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CUSIP NO. 1011B 10 1 7 13D PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G. LOUIS GRAZIADIO, III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*> (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS<F*>
PF
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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 STATES
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7 SOLE VOTING POWER
191,648
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8 SHARED VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 191,648
PERSON WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,648
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES<F*> [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14 TYPE OF REPORTING PERSON<F*>
IN
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ITEM 1. SECURITY AND ISSUER.
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The class of equity securities to which this statement relates is
the common stock, par value $0.25 per share (the "Common Stock") of Boss
Holdings, Inc. (f/k/a Vista 2000, Inc.), a Delaware corporation (the
"Company"). The principal executive offices of the Company are located
at 221 W. First Street, Kewanee, Illinois 61443. Except as provided in
the responses on the cover page hereof and in Items 5(a) and 5(b), or as
otherwise expressly stated herein, all references to the number of
shares issued and outstanding or reported as beneficially owned by the
Reporting Person do not give effect to the 25:1 reverse stock split,
effective December 7, 1998 (the "Reverse Split"), in respect of the
Common Stock.
ITEM 2. IDENTITY AND BACKGROUND.
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(a)-(b) This statement is being filed on behalf of G. Louis
Graziadio, III, whose business address is 2325 Palos Verdes Drive West,
Suite 211, Palos Verdes Estates, California 90274.
(c) The principal occupation of Mr. Graziadio is a private
investor; Mr. Graziadio is also Chairman and Chief Executive Officer of
the Company. (See Item 4.) During the last five years, Mr. Graziadio
has neither been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) nor been 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.
Mr. Graziadio is a citizen of the United States.
The responses of Mr. Graziadio to Items 7 through 11 of page
2 of the cover page of this Schedule 13D include shares of Common Stock
held by Ginarra Holdings, Inc. ("Ginarra Holdings"), a California
corporation that is engaged in the business of investing in securities
and corporate consulting. The business address and the address of the
principal executive office of Ginarra Holdings is 2325 Palos Verdes
Drive West, Suite 211, Palos Verdes Estates, California 90274.
Mr. Graziadio serves as Chairman and Chief Executive Officer of Ginarra
Holdings. The Graziadio Family Trust, udt October 13, 1975 (the
"Trust"), a trust established by Mr. Graziadio for the benefit of
certain members of his family, owns all of the outstanding common stock
of Ginarra Holdings. The business address for the Trust is 16633
Ventura Blvd., Suite 510, Encino, California 91436. Mr. Graziadio has
disclaimed any legal and any beneficial interest in the Trust.
Accordingly, the 1,311,343 shares of Common Stock owned by the Trust
(52,453 shares after giving effect to the Reverse Split or approximately
2.7% of the outstanding shares of Common Stock) are not included
herewith.
The (a) name, (b) business address, (c) present principal
occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is
conducted and (d) citizenship for each director and executive officer of
Ginarra Holdings are as follows:
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(a) G. Louis Graziadio, III - Chairman and CEO
(b) 2325 Palos Verdes Dr. West, Ste. 211, Palos
Verdes Estates, California 90274
(c) Corporate Officer
(d) United States
(a) George L. Graziadio, Jr. - Director
(b) 9920 South La Cienega Blvd., Inglewood,
California 90301
(c) Chairman and Chief Executive Officer of Imperial
Bancorp (banking)
9920 South La Cienega Blvd., Inglewood, California
90301
(d) United States
(a) Phillip M. Bardack - Director
(b) 16633 Ventura Blvd., Suite 510, Encino,
California 91436
(c) Proprietor of Phillip M. Bardack, CPA
(accountants)
16633 Ventura Blvd., Suite 510, Encino, California
91436
(d) United States
(a) Brian E. Fees, CPA - Chief Financial Officer
(b) 2325 Palos Verdes Dr. West, Ste. 211, Palos
Verdes Estates, California 90274
(c) Corporate Officer
(d) United States
(d)-(e) During the last five years, neither Mr. Graziadio nor, to
the best knowledge of Mr. Graziadio, any director or executive officer
of Ginarra Holdings, has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or been 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.
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The aggregate amount of funds used by the Reporting
Person to exercise the 1,200,000 options on July 15, 1997 was
approximately $36,000, and the aggregate amount of funds used by the
Reporting Person to exercise the 1,200,000 options on January 8, 1998
was approximately $36,000. The aggregate amount of funds used by
Ginarra Holdings to purchase the preferred stock of the Company that was
converted into shares of Common Stock, as further described in Item 5,
was approximately $106,666, and the aggregate amount of funds used by
Ginarra Holdings to purchase the additional shares of Common Stock to
which this Amendment relates was $76,912. Such amounts were derived
from the personal funds of the Reporting Person and the corporate funds
of Ginarra Holdings, respectively. The Reporting Person and
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Ginarra Holdings may from time to time use the shares of Common Stock
owned by them as collateral for margin loans to be made by
broker-dealers.
ITEM 4. PURPOSE OF TRANSACTION.
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The number of shares of Common Stock, together with the
holdings of Ginarra Holdings are in excess of 5% of the outstanding
Common Stock. Except as set forth below, there are no agreements among
the Reporting Person or any other person or entity regarding the Company
and the Common Stock.
On May 9, 1996, the Company entered into an agreement with
Ginarra Holdings to add six (6) additional outside directors to the
Company's Board of Directors which, at that time, consisted of three (3)
members. Pursuant to the terms of the agreement, the directors amended
the Company's bylaws to increase the size of the Board of Directors from
five (5) to nine (9) and voted to add six (6) Ginarra nominees,
including the Reporting Person, as directors of the Company. The
nominees assumed office immediately following the issuance by the
Company of a Form 8-K filed with the SEC on June 6, 1996 for the year
ended December 30, 1995 in lieu of a Form 10-K.
The Reporting Person has acquired the shares of Common Stock
reported herein for investment purposes. Subject to availability at
prices deemed favorable, the Reporting Person may acquire additional
shares of Common Stock from time to time in the open market, in
privately negotiated transactions, or otherwise. The Reporting Person
also may dispose of shares of Common Stock from time to time in the open
market, in privately negotiated transactions or otherwise. Although the
foregoing represents the range of activities presently contemplated by
the Reporting Person with respect to the Company and the Common Stock,
it should be noted that the possible activities of the Reporting Person
are subject to change at any time. Except as set forth in this Item 4,
the Reporting Person has no present plan or proposal which relates to or
would result in (a) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the Company or any of
its subsidiaries; (b) a sale or transfer of a material amount of the
assets of the Company or any of its subsidiaries; (c) any change in the
present board of directors or management of the Company, including any
plans or proposals to change the number or term of directors or to fill
any existing vacancies on the board, if any; (d) any material change in
the capitalization or dividend policy of the Company; (e) any other
material change in the Company's business or corporate structure;
(f) changes in the Company's charter, bylaws or instruments
corresponding thereto or actions which may impede acquisition of control
of the Company by any person; (g) a class of securities of the Company
to be delisted from a national securities exchange or cease to be
authorized to be quoted in an interdealer quotation system of a
registered national securities association; (h) a class of securities of
the Company to become eligible for a termination of registration
pursuant to Section 12(g) of the Securities Exchange Act of 1934; or
(i) any action similar to those listed above.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER.
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(a) As of January 12, 1999, the Reporting Person beneficially
owned 191,648 shares (9.9%) of Common Stock. The percentage of the
shares of Common Stock owned (as indicated in this Item 5) is based on
48,253,932 shares of Common Stock represented to be outstanding as of
October 30, 1998 by the Company in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 26, 1998, as adjusted
for the Reverse Split.
Included in the shares of Common Stock reported as
beneficially owned by the Reporting Person are 74,648 shares (3.9%) of
Common Stock owned by Ginarra Holdings. As indicated in Item 6 below,
Second Southern Corp. also may be deemed to be the beneficial owner of
the shares owned by Ginarra Holdings as a result of its advisory role as
described in Item 6 below.
(b) The responses of the Reporting Person to Items 7 through 11
of the portions of the cover page of this Schedule 13D which relates to
beneficial ownership of shares of the Common Stock are incorporated
herein by reference.
(c) On December 31, 1996, the Company granted the Reporting
Person options to purchase 2,400,000 shares of Common Stock at an
exercise price of $.03 per share under the 1993 Incentive Stock Option
Plan of the Company, as amended. One half of the options were vested
upon grant and the remaining half vest on December 31, 1997. On
July 15, 1997, a total of 1,200,000 of these options were exercised by
Mr. Graziadio, and on January 8, 1998, options to acquire the remaining
1,200,000 shares available under the option grant were exercised by Mr.
Graziadio.
During the period from November 1996 through April 1997, the
Company engaged in negotiations with certain holders of various classes
of the Company's convertible preferred stock concerning a possible
transaction in which the Company would have repurchased and retired the
preferred stock and the holders of the preferred stock would have
released the Company from all purported claims by such holders against
the Company, including claims alleging fraudulent misrepresentation by
the Company in the original issuance of the preferred stock.
Thereafter, in May and July 1997, in order to help the Company settle
all claims by these preferred shareholders, four of the Company's five
directors, including the Reporting Person acting on behalf of Ginarra
Holdings, a consultant, and an unaffiliated third party (collectively,
the "Individual Purchasers") agreed to purchase shares held by such
preferred shareholders and converted them on the same terms as had been
offered to these original preferred shareholders by the Company. As a
result, Ginarra Holdings acquired 220 shares of the Company's Series C
and D Convertible Preferred Stock for an aggregate cash consideration of
approximately $106,666.00, the other Individual Purchasers made similar
purchases, and the preferred shareholders granted to the Company the
release described above. The Company also agreed to issue additional
shares of its common stock to the Individual Purchasers and pay the same
consideration in the event that other holders of the Company's preferred
stock convert such preferred stock into the Company's common stock at a
more favorable conversion ratio or receive additional consideration on a
more favorable basis than that provided to the Individual Purchasers.
On September 5, 1997, the shares
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of Series C and D Convertible Preferred Stock acquired by the Ginarra
Holdings were converted into 316,215 shares of Common Stock. In
addition, 641,868 shares of Common Stock were issued by the Company to
Ginarra Holdings in consideration for the release of claims. The
aggregate number of shares of Common Stock issued to Ginarra Holdings
upon the conversion of such shares of preferred stock and issued by the
Company in consideration for the release of claims, was the same number
of shares of the Company's Common Stock originally offered to, but
rejected by, the original preferred shareholders.
During the 60 days prior to the date hereof, Ginarra
Holdings made the following purchases of Common Stock, all of which
took place on the open market:
Date Amount Price
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11/24/98 20,000 0.10
11/25/98 29,500 0.10
12/8/98 400<F*> 1.25<F*>
1/19/99 200<F*> 2.00<F*>
[FN]
<F*> After effective date of Reverse Split.
(d)-(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
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RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Second Southern Corp., a California corporation, provides advice
to Ginarra Holdings and, in connection therewith, has the discretionary
authority to buy and sell securities for the account of Ginarra Holdings
as well as the authority to vote the securities beneficially owned by
Ginarra Holdings. In consideration thereof, Ginarra Holdings pays
Second Southern Corp. fees based upon the performance criteria
established by and at the sole discretion of the Board of Directors.
The Reporting Person is the sole shareholder of Second Southern Corp.
The directors and executive officers of Second Southern Corp. are the
Reporting Person, William R. Lang and Steven R. Calvillo. The (a) name,
(b) business address, (c) present principal occupation or employment
and (d) citizenship relating to Messrs. Lang and Calvillo is as follows:
(a) Steven R. Calvillo
(b) 200 Oceangate, Suite 430, Long Beach, California 90802
(c) Partner of Calvillo and Redon, LLP
200 Oceangate, Suite 430, Long Beach, California 90802
(d) United States
(a) William R. Lang
(b) Balser, Horowitz, Frank & Waleling
3000 W. MacArthur Blvd., Suite 600, Santa Ana,
California 92704
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(c) Partner of Balser, Horowitz, Frank & Waleling,
Accountants 3000 W. MacArthur Blvd., Suite 600, Santa
Ana, California 92704
(d) United States
Under the Company's 1993 Incentive Stock Option Plan, as amended,
the Company granted the Reporting Person, options to purchase 2,400,000
shares of Common Stock of the Company at an exercise price of $.03 per
share. On July 15, 1997, a total of 1,200,000 of these options were
exercised by the Reporting Person, and the Reporting Person exercised
the remaining 1,200,000 options on January 8, 1998. Under a Stock
Purchase Agreement dated September 5, 1997, Ginarra Holdings acquired
641,868 shares of the Company's Common Stock in exchange for the release
of claims arising from the acquisition of Class C and D preferred stock.
Both the 1993 Incentive Stock Option Plan, as amended, and the Stock
Purchase Agreement have been filed as exhibits to this Schedule 13D to
Item 7 hereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBIT.
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The following is filed herewith as an exhibit:
1. Nonstatutory Stock Option Agreement between the Company and
the Reporting Person pursuant to which the Company granted
the Reporting Persons options to purchase an aggregate of
2,400,000 shares of Common Stock. (Not included with this
Amendment pursuant to Rule 13d-2(e).)
2. Stock Purchase Agreements between Ginarra Holdings, Nelson
Partners and Kempton Investments, pursuant to which Ginarra
Holdings acquired 220 shares of the Company's Class C and
Class D Preferred Stock. (Not included with this Amendment
pursuant to Rule 13d-2(e).)
3. Letter Agreement between the Company and the Reporting
Person concerning anti-dilution issuances of additional
Common Stock in the event of certain preferred stock
conversions dated May 5, 1997. (Not included with this
Amendment pursuant to Rule 13d-2(e).)
4. Letter Agreement between the Company and Ginarra Holdings
dated May 9, 1996 whereby the Company amended its bylaws to
increase the size of the Board of Directors from five to
nine and voted to add six Ginarra nominees as directors of
the Company. (Not included with this Amendment pursuant to
Rule 13d-2(e).)
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, I certify that the information set forth in this
statement is true, complete and correct.
Date: January 20, 1999
/s/ G. Louis Graziadio, III
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G. Louis Graziadio, III
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