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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 3 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:
Irene Skidan, 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)
June 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
1. NAME OF REPORTING PERSON(S)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
bmp Mobility AG Venture Capital
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS* AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany
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NUMBER OF
SHARES 7. SOLE VOTING POWER 2,867,650
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
- -------------------------
8. SHARED VOTING POWER 0
--------------------------------------------------------
9. SOLE DISPOSITIVE POWER 2,867,650
--------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,867,650
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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) 22.62%
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14. 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.
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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") and Amendment No. 2 to Schedule
13D dated May 28, 1999 ("Amendment No. 2"), in respect of the Common Stock,
par value $0.01 per share (the "Common Stock"), of Semiconductor Laser
International Corporation (the "Issuer") to report (i) the acquisition by the
Reporting Person of 575,000 shares of Series B non-voting preferred stock of
the Issuer convertible into Common Stock (the "Series B Preferred Stock")
constituting the third and Final Installment (as defined in Amendment No. 1)
of its Second Stage Investment (as defined in Amendment No. 1), as more
fully described in Item 3 below and (ii) the acquisition by the Reporting
Person of common stock purchase warrants entitling the Reporting Person to
purchasing an aggregate of 500,000 shares of Common Stock at an exercise
price of $0.50 per share (the "Warrants"). The shares of Series B Stock
acquired by the Reporting Person are hereinafter referred to as the
"Preferred Shares."
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The $1,150,000 Final Installment has been paid by the Reporting Person,
and in consideration therefor 575,000 Preferred Shares were issued by the
Issuer to the Reporting Person on June 26, 1999. Conditions precedent set
forth in 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"), as more fully described in the third paragraph of Item
3 of Amendment No. 1 and including extension until May 31, 2000 by BSB Bank &
Trust Company ("BSB Bank") of the maturity of the Issuer's $1,000,000 secured
line of credit, were not fulfilled prior to the payment of the Final
Installment by the Reporting Person. The Reporting Person has been advised by
representatives of the Issuer that BSB Bank has agreed to extend the maturity
of the line of credit until May 31, 2000.
Prior to the payment of the Final Installment, the Reporting Person obtained a
loan in the amount of U.S. $1,150,000 from bmp AG (formerly known as
bmp AG Venture Capital & Network Management) ("bmp AG"), 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 Final 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 out of working capital.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Under 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 unaffiliated transferees from the Reporting Person.
As a result of the delisting of the Issuer's Common Stock from the Nasdaq
SmallCap Market effective May 26, 1999 and the consequent satisfaction of one of
the Nasdaq Conditions (as defined in Amendment No. 1), (i) certain charter
limitations on convertibility of the Preferred Shares into Common Stock imposed
as a consequence of applicable rules and regulations of the Nasdaq SmallCap
Market have ceased to be applicable although, pending filing of an amended
Certificate of Designations,
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Page 4 of 5
Preferences and Rights of the Series B Preferred Stock, they remain a part of
the Issuer's certificate of incorporation without present legal force or
effect; (ii) the contractual limitations on conversion under the Purchase
Agreement continue in effect; (iii) the Common Stock of the Issuer is
currently traded over the OTC Bulletin Board;* and (iv) the convertible feature
of the Series B Preferred Stock into Common Stock having become exercisable,
holders of a majority of the Preferred Shares, including the Reporting
Person, no longer have the exclusive right to elect Additional Directors
(as defined and more fully described in
Amendment No. 1).
On June 26, 1999 the Issuer issued common stock purchase warrants (a form of
which is attached as an exhibit to Amendment No. 1) to the Reporting
Person pursuant to which the Reporting Person is entitled to purchase an
aggregate of 500,000 shares of Common Stock at an exercise price of $0.50
per share. The Warrants are exercisable immediately and have a term
expiring five years from their date of issue. The Warrants, the shares
of Common Stock issuable upon the exercise thereof and any other securities of
the Issuer that the Warrantholder shall be entitled to receive, or shall have
received, upon the exercise of the Warrants in lieu of or in addition to
shares of Common Stock (the "Other Securities") or in exchange or
replacement of such shares of Common Stock or Other Securities shall be
"Registrable Securities" (as defined in the Registration Rights
Agreement, dated as of February 5, 1999, between the Issuer and the Reporting
Person and attached as an exhibit to the Reporting Person's initial
Statement on Schedule 13D). Subject to the provisions of the Warrants, the
Warrants may be exercised in full or in part; provided, however, that the
amount payable upon partial exercise shall be the amount obtained by
multiplying (i) the number of shares of Common Stock (without giving
effect to any adjustment thereof) designated by the Warrantholder by (ii) the
then applicable exercise price for one share of Common Stock. The
Warrants also contain provisions which adjust the number of shares or other
securities to be issued upon exercise of the Warrants upon the occurrence of
certain events, all as more fully described therein. The Reporting Person
does not intend to exercise the Warrants presently.
* The Common Stock of the Issuer is also traded over the Berliner
Freiverkehr, an electronic quotation system similar to the OTC Bulletin
Board.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As previously described in the Purchase Agreement and included as an exhibit to
Amendment No. 1, pursuant to the Consulting Agreement dated as of April 28, 1999
(the "Consulting Agreement") between the Issuer and bmp Management Consultants
GmbH, a German limited liability company and an affiliate of the Reporting
Person ("bmp Consultants"), bmp Consultants has become entitled to receive
consulting fees aggregating $80,000, none of which has been paid to date. bmp
Consultants has rendered consulting services under the Consulting Agreement in
connection with the operational, financial and management activities of the
Issuer.
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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.
June 28, 1999
(Date)
/s/ Oliver Borrmann
--------------------------
(Signature)
Oliver Borrmann, Chief Executive Officer
(Name/Title)
