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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 2 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
Semiconductor Laser International Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
816638100
(CUSIP Number)
bmp Mobility AG Venture Capital
Charlottenstrasse, 16
10117 Berlin, Germany
Attention: Oliver Borrmann
(011 49 30) 20 30 50
Copy to:
Lawrence Vranka, Jr., Esq.
Linklaters & Paines
1345 Avenue of the Americas (19th Floor)
New York, New York 10105
_______________________(212) 424 9000______________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
______________________May 26, 1999_____________________
(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:
Note: Schedule filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
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SCHEDULE 13D
CUSIP NO. 816638100 Page 2 of 5 Pages
NAME OF REPORTING PERSON(S)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
bmp Mobility AG Venture Capital
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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SEC USE ONLY
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SOURCE OF FUNDS* AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany
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NUMBER OF
SHARES SOLE VOTING POWER 2,367,650**
BENEFIFICALLY
OWNED BY
EACH
REPORTING PERSON WITH
- -------------------------
--------------------------------------------------------
SHARED VOTING POWER 0
- -------------------------
--------------------------------------------------------
SOLE DISPOSITIVE POWER 2,367,650**
- -------------------------
--------------------------------------------------------
SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,367,650**
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.45%**
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TYPE OF REPORTING PERSON AMOUNT CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
**But see the final paragraph of Item 5.
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Page 3 of 5 Pages
The Reporting Person hereby amends its Statement on Schedule 13D dated February
16, 1999 ("Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D dated
April 29, 1999 ("Amendment No. 1"), in respect of the Common Stock, par value
$0.01 per share (the "Common Stock"), of Semiconductor Laser International
Corporation (the "Issuer") to report the acquisition by the Reporting Person of
192,500 shares of Series B non-voting preferred stock of the Issuer convertible
into Common Stock (the "Series B Preferred Stock") constituting the May
Installment (as defined in Amendment No. 1), as more fully described in Item 3
below. In addition, the Reporting Person hereby reports the acceleration of its
obligation to pay $1,150,000, subject to satisfaction of all conditions
precedent, in respect of 575,000 shares of Series B Preferred Stock comprising
the Final Installment (as defined in Amendment No. 1) of its Second Stage
Investment (as defined in Amendment No. 1) as a consequence of the satisfaction
of one of the Nasdaq Conditions (as defined in Amendment No. 1), as more fully
described in Item 3 below. The shares of Series B Stock acquired or to be
acquired by the Reporting Person are hereinafter referred to as the "Preferred
Shares."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The May Installment was paid by the Reporting Person, and 192,500 Preferred
Shares were issued by the Issuer to the Reporting Person in consideration
therefor, on May 28, 1999. Prior to the payment of the May Installment, the
Reporting Person obtained a loan in the amount of U.S. $385,000 from bmp AG
Venture Capital & Network Management ("bmp AG VC & NM"), a stock corporation
organized under the laws of the Federal Republic of Germany which owns 100% of
the outstanding capital stock of the Reporting Person. This loan was obtained
specifically for the purpose of paying the May Installment. The loan bears
interest at the rate of 7% per annum and matures on December 31, 1999. The loan
may be rolled over for additional one-year terms on the same terms as the
original borrowing; provided, however, that with respect to each rollover the
annual interest rate will be adjusted to reflect the then-prevailing German
interbank rate plus 3.5%. The loan was funded by bmp AG VC & NM out of working
capital. The Reporting Person expects to fund its acquisition of the remaining
number of Preferred Shares constituting the Final Installment with a further
loan from bmp AG VC & NM shortly prior to or at the time of the Final
Installment on the same terms as the loan relating to the May Installment. The
Reporting Person expects that such future loan will also be made by bmp AG VC &
NM out of working capital.
On May 28, 1999 the Reporting Person received notice from the Issuer that the
Common Stock of the Issuer was delisted from the Nasdaq SmallCap Market
effective May 26, 1999. Changes to the Reporting Person's Statement on Schedule
13D, as amended, required to be made to reflect the results of delisting will be
reflected in a further amendment to Schedule 13D to be filed promptly. Reference
is made to the third paragraph of Item 3, the third and fourth paragraphs of
Item 4 and the first and second paragraphs of Item 6, all of Amendment No.
1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Under the Securities Purchase Agreement dated as of February 5, 1999 between the
Issuer and the Reporting Person, as amended by Amendment No. 1 to the Securities
Purchase Agreement, dated as of April 28, 1999 (as amended, the "Purchase
Agreement"), the Reporting Person has agreed with the Issuer that the Reporting
Person shall not have the right to convert the Preferred Shares into Common
Stock and that such Preferred Shares may only be converted into Common Stock by
direct and indirect unaffiliated transferees from the Reporting Person. In
addition, in accordance with the
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Page 4 of 5 Pages
Certificate of Designations, Preferences and Rights relating to the
Series B Preferred Stock (the "Certificate of Designations"), the conversion
of the Preferred Shares is initially subject to in additional charter
limitations, imposed as a consequence of applicable rules and regulations of
the Nasdaq SmallCap Market. Within ten days of the date upon which one of the
Nasdaq Conditions is satisfied, the Issuer shall, with the written consent of
the holders of not less than a majority of the then outstanding Preferred
Shares, file a certificate of amendment to the Certificate of Designations to
delete the provisions setting forth such limitations on conversion contained
therein, but the contractual limitations under the Purchase Agreement shall
remain in place.
As previously reported in Amendment No. 1, subject to the satisfaction of one of
the Nasdaq Conditions and effective as of and further subject to the funding of
the Final Installment, the Reporting Person shall be entitled to receive certain
Warrants (as defined in Amendment No. 1) from the Issuer entitling the Reporting
Person to purchase an aggregate of 500,000 shares of Common Stock. Assuming
delivery of the Warrants and without any additional issuance of shares of Common
Stock by the Issuer, the Reporting Person would be the beneficial owner of
2,867,650 shares of Common Stock of the Issuer, representing 22.62% of the
Common Stock.
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Page 5 of 5 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.
May 28, 1999
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(Date)
/s/ Oliver Borrmann
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(Signature)
Oliver Borrmann, Chief Executive Officer
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(Name/Title)
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