UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
816638 10 0
(CUSIP Number)
Rolf Herter
Dietrich, Baumgartner & Partners
Sihlporte 3 / Talstrasse
P.O. Box 3580
CH-8021 Zurich
(41-1) 217 47 47
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 25, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box .
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-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 (the "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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 816638 10 0
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1) Name of Reporting Persons I.R.S. Identification No. of Above Persons
(entities only)
Rennes Fondation
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC
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5) Check 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
Principality of Liechtenstein
-------------------- ------- ---------------------------------------------------
7) Sole Voting Power
19,666,666
------- ---------------------------------------------------
Number of 8) Shared Voting Power
Shares 0
Beneficially ------- ---------------------------------------------------
Owned by 9) Sole Dispositive Power
Each 19,666,666
Reporting ------- ---------------------------------------------------
Person 10) Shared Dispositive Power
with 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
19,666,666
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12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13) Percent of Class Represented by Amount in Row (11)
53.4%
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14) Type of Reporting Person (See Instructions)
OO
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<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $.01 per
share ("Common Stock"), of Semiconductor Laser International Corporation, a
Delaware corporation (the "Issuer"), the principal executive offices of which
are located at 15 Link Drive, Binghamton, New York 13904.
Item 2. Identity and Background
(a) This Statement is being filed by Rennes Fondation (the "Reporting
Person").
(b) The Reporting Person's business address is Aeulestrasse 38, Vaduz,
Principality of Liechtenstein, FL-9490.
(c) The Reporting Person's business includes capital investment and
related activities.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, 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
violations with respect to such laws.
(f) The Reporting Person is organized under the Principality of
Liechtenstein.
Item 3. Source and Amount of Funds or Other Consideration
The funds used to purchase the securities described above came from
the working capital of the Reporting Person.
Item 4. Purpose of Transaction
The Reporting Person has acquired the securities solely for investment
purposes.
The Reporting Person does not have any present plans or proposals that
relate to or would result in the following: the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; any other material change in the Issuer's business or corporate
structure or its present capitalization or dividend policy; changes in the
Issuer's charter or by-laws or instruments corresponding thereto or other
actions that might impede the acquisition of control of the Issuer by any
person; causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
causing equity securities of the Issuer to be eligible for termination of
registration pursuant to Section 12(g) (4) of the Act; or any other similar
action.
The Reporting Person reserves the right to maintain its holdings at
current levels without further action or to sell all or a portion of its
holdings in the open market or in privately negotiated transactions or otherwise
to one or more purchasers.
The Reporting Person reserves the right to change its intention with
respect to any and all of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the Reporting Person is deemed to be the
beneficial owner of 19,666,666 shares of Common Stock, which represents
approximately 53.4% percent of issued and outstanding Common Stock of the
Issuer.
(b) As of the date hereof, the Reporting Person has sole voting power
and sole dispositive power with respect to 19,666,666 shares of Common Stock of
the Issuer.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer
On February 25, 2000, the Reporting Person and the Issuer entered into
a Subscription Agreement (the "Subscription Agreement"). Pursuant to the terms
of the Subscription Agreement, the Issuer issued the Reporting Person 3,333,333
shares of Common Stock and a five year Warrant to purchase 333,333 shares of
Common Stock at an exercise price of $1.0625 per share.
On March 20, 2000, the Reporting Person and the Issuer entered into a
Securities Purchase Agreement (the "Securities Purchase Agreement"). Pursuant to
the terms of the Securities Purchase Agreement, the Issuer issued the Reporting
Person 8,000,000 shares of Common Stock and a five year Warrant to purchase
8,000,000 shares of Common Stock at an exercise price of $0.75 per share
(collectively referred to as the "Registrable Securities"). In addition, the
Issuer agreed to prepare and file with the Securities Exchange Commission a
registration statement under the Securities Act of 1933, as amended, covering,
among other things, the Registrable Securities.
Item 7. Material to be Filed as Exhibits
The Subscription Agreement (incorporated by reference as Exhibit 10.27
to the Issuer's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999).
The Securities Purchase Agreement (incorporated by reference as
Exhibit 10.28 to the Issuer's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned hereby certifies that the information set
forth in this Schedule 13D is true, complete and correct.
Dated: May 30, 2000
RENNES FONDATION
By: /s/ Rolf Herter
Name: Rolf Herter
Title: Director
