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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Semiconductor Laser International Corporation
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
816638100
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(CUSIP Number)
ANB Alster Neue Beteiligungs GmbH & Co. KG
Neuer Wall 20
20354 Hamburg, Germany
Attention: Dr. Gerd Kukuk
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 15, 2000
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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: [ ]
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 9 Pages
1. NAME OF REPORTING PERSON(S)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ANB Alster Neue Beteiligungs GmbH & Co. KG
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* WC
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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 7. SOLE VOTING POWER 7,872,650
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 7,872,650
REPORTING ------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,872,650
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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) 38.1%
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14. TYPE OF REPORTING PERSON PN
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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 9 Pages
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the Common Stock,
par value $0.01 per share (the "Common Stock"), of Semiconductor Laser
International Corporation, a Delaware corporation (the "Issuer"), and is being
filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934 (the
"Exchange Act"). The principal executive office of the Issuer is located at 15
Link Drive, Binghamton, NY 13904.
ITEM 2. IDENTITY AND BACKGROUND
The Statement is being filed by ANB Alster Neue Beteiligungs GmbH & Co. KG (the
"Reporting Person"), a partnership organized under the laws of the Federal
Republic of Germany. The Reporting Person is in the business of capital
investment and venture capital-related activity. All investment and venture
capital-related activities of the Reporting Person are undertaken for the sole
purpose of capital appreciation. The principal office of the Reporting Person is
located at Neuer Wall 20, 20354, Hamburg, Germany.
The Reporting Person is a limited partnership that under German law must have at
least one partner with limited liability and at least one partner with unlimited
liability. The Reporting Person has a single limited liability partner, Dr. Gerd
Kukuk (in such capacity, the "Limited Partner"), and a single partner with
unlimited liability, ANB Alster Neue Beteiligungs GmbH, a stock corporation
organized under the laws of the Federal Republic of Germany ("ANB GmbH"). ANB
GmbH was formed by Dr. Kukuk for the primary purpose of entering into the
partnership that constitutes the Reporting Person. The principal office of ANB
GmbH is located at Neuer Wall 20, 20354, Hamburg, Germany.
In addition to being the Limited Partner, Dr. Kukuk is also the sole owner of
all of the capital stock of ANB GmbH, and as such, is a "control person" of ANB
GmbH. Dr. Kukuk is also the sole executive officer and sole director of ANB GmbH
(in such capacity as a "control person," sole executive officer and sole
director of ANB GmbH, the "Control Person"). The Control Person is a German
citizen, his full legal name is Dr. Gerd Rainer Konrad Ernst Kukuk and his
business address is Neuer Wall 20, 20354, Hamburg, Germany. The Control Person's
present principal occupation is as a practicing lawyer and he conducts his
business as a sole legal practitioner under the commercial name "Dr. Kukuk."
None of the Reporting Person, ANB GmbH nor the Control Person has (a) during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) 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, U.S. Federal or State securities laws or
finding of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 15, 2000, the Reporting Person purchased from bmp Mobility AG
Venture Capital, a German corporation (the "Seller"), 2,372,650 shares of
Common Stock ("Common Shares") at a price of U.S.$0.39 per share, 1,000,000
shares of non-voting Series B Preferred Stock of the Issuer, par value $0.01
per share and having a liquidation preference of U.S.$1.00 per share, each
share convertible into five shares of Common Stock (the "Preferred Shares"), at
a price of U.S.$1.95 per share and 500,000 common stock purchase warrants, each
warrant entitling the holder thereof to purchase one share of Common Stock at a
price of U.S.$0.50 (the "Warrants", and together with the Common Shares and the
Preferred Shares, the "Securities") at no separate cost, for an aggregate
purchase price of
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Page 4 of 9 Pages
U.S.$2,875,333.50. The Securities were purchased in an arms-length transaction
pursuant to a contract of sale, which is attached as Exhibit I hereto. The funds
used to purchase the Securities came from the working capital of the Reporting
Person.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the Securities for the purpose of capital
appreciation. None of the Reporting Person, ANB GmbH nor the Control Person has
any plans or proposals which relate to or would result in any of the actions or
transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Based on information reported by the Issuer, as at September 30, 1999
there were issued and outstanding 15,153,955 shares of Common Stock. Upon
consummation of the transaction in which the Reporting Person acquired the
Common Shares, it became the beneficial owner of, and currently holds, 2,372,650
shares of Common Stock of the Issuer, 1,000,000 shares of Series B Preferred
Stock (which represents 100% of the issued and outstanding shares of the Series
B Preferred Stock; shares of Series B Preferred Stock are non-voting and are
immediately convertible into shares of Common Stock at a conversion ratio of
five shares of Common Stock for every share of Series B Preferred Stock),
subject to adjustment as provided in the Certificate of Designations,
Preferences and Rights relating to the Series B Preferred Stock, and 500,000
common stock purchase warrants (each immediately exercisable and entitling the
holder thereof to purchase one share of Common Stock at a price of U.S.$0.50;
the common stock purchase warrants expire on June 26, 2004). If the Reporting
Person were to both exercise the Warrants and convert the Preferred Shares that
it holds, it would become the holder and beneficial owner of 7,872,650 shares of
Common Stock, representing approximately 38.1% of the then-issued and
outstanding stock. (For purposes of the above percentage calculation, it is
assumed that there would have been no changes to the amount of issued and
outstanding Common Stock used for purposes of this Statement other than those
changes necessary to effect the exercise of the Warrants and the conversion of
the Preferred Shares into shares of Common Stock).
Neither the filing of this Statement nor any of its contents shall be deemed to
constitute an admission that any of the persons named in Item 2 above, other
than the Reporting Person, is the beneficial owner of any of the Securities for
the purposes of Section 13(d) of the Exchange Act, as amended, or for any other
purpose, and such beneficial ownership is expressly disclaimed.
(c) Other than the transactions described in Item 4 and Item 5 of this
Statement, none of the Reporting Person, ANB GmbH nor the Control Person has
acquired any shares of Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Securities and the shares of Common Stock to be issued upon conversion of
the Preferred Shares and the exercise of the Warrants are unregistered, and, in
addition to any resale limitations imposed by the Securities Act of 1933 are
subject to certain restrictions on transfer. In connection with
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Page 5 of 9 Pages
the foregoing, the Reporting Person is the beneficiary of a Registration Rights
Agreement entered into by the Issuer. The Registration Rights Agreement provides
for the registration with the Securities and Exchange Commission of the Common
Shares and the shares of Common Stock issuable upon conversion of the Preferred
Shares and upon exercise of the Warrants owned by the Reporting Person and
transferees therefrom.
Except as described above, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 hereof
or between such persons and any other person with respect to any securities of
the Issuer, including, but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit I -- Contract of Sale dated February 15, 2000 between bmp Mobility AG
Venture Capital and ANB Alster Neue Beteiligungs GmbH & Co. KG.
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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.
February 25, 2000
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(Date)
/s/ Dr. Gerd Kukuk
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(Signature)
Dr. Gerd Kukuk, Managing Director
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(Name/Title)
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EXHIBIT I
Contract of Sale
between
bmp Mobility AG Venture Capital
represented by its chief executive officer Oliver Borrmann,
Charlottenstrasse 16, 10117 Berlin,
(hereinafter "Seller")
and
ANB Alster Neue Beteiligungs GmbH & Co. KG,
represented by its managing director Dr. Gerd Kukuk,
Neuer Wall 20, 20354 Hamburg,
(hereinafter "Buyer")
Preamble
The Seller holds shares in the company Semiconductor Laser International
Corporation - (hereinafter referred to as "Company"), registered under laws of
the State of Delaware and with residence in Binghamton in the State of New York.
Article 1 - Subject-matter of Sale
(1) The Seller is the owner of
2,372,650 Common stocks
1,000,000 Convertible Preferred Stocks
500,000 Warrants.
(2) The common stocks and the convertible preferred stocks are deposited with
Dresdner Bank AG in Berlin.
(3) The Seller sells to the Buyer the shares and the warrants specified in the
preceding paragraph.
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Article 2 - Selling Price
The selling price is
for the common shares US-$ 925,333.50
for the convertible preferred shares US-$ 1,950,000.--
for the warrants US-$ 0.--
total US-$ 2,875,333.50
and is to be transferred into an account to be named by the Seller until
November 30, 2000.
Article 3 - Warranty
(1) The Seller warrants that he is the owner of the shares and that these shares
have neither been pledged nor otherwise encumbered; the shares have not been
attached nor otherwise confiscated.
(2) The Seller gives no warranty in respect of the value of the share or the
financial circumstances of the Company and in respect of other circumstances and
facts which are not mentioned in the preceding paragraph.
(3) The Buyer is aware of all agreements entered into between the Seller and the
Company which are related to the shares and warrants and of their contents and
of all conditions relating to the shares and warrants. The Buyer will receive
copy of all relevant documents.
(4) The Buyer is also aware, that a conversion of preferred stocks in common
stocks will bring the Buyer in the position of a controlling shareholder. The
operating business of the company might be of importance for the national
security of the US. Therefore the conversion might be governed by the Exon-
Florio-Amendment, which gives the federal government to review the conversion of
the preferred stocks.
Article 4 - Transfer of the Subject-Matter of the Sale
(1) The Seller assigns to the Buyer who accepts the same his rights arising from
the shares alongside the right to share in profits ab initio as well as other
rights which are attached to the shares or which were stipulated by the company
in favour of the Seller, the warrants and all other rights, titles and claims
which the seller has obtained in context with acquiring and holding the shares
and warrants and being a shareholder of the company without restriction to
rights, claims and titles stipulated in a contract; this does also include
claims and actions against third persons besides the company.
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(2) The Seller will - if necessary or expedient endorse the stock and warrant
certificates in favour of the Buyer.
(3) The Seller empowers the Buyer to notify the Company and the other
shareholders of the transfer of the shares and of the warrants and to take all
steps which are necessary or expedient to effect the transfer of the shares and
warrants. This does also include the reporting of the transfer of the shares and
the warrants to the SEC.
(4) Immediately after concluding this contract the seller will instruct Dresdner
Bank AG in Berlin to transfer the shares to a deposit account named by the
Buyer.
(5) The Seller empowers the Buyer to exercise the rights associated with the
shares even prior to the passing of these rights.
Article 5 - Miscellaneous
(1) The Buyer bears the costs and expenses arising out of concluding and
performing this contract.
(2) This Contract and its performance is governed by German law. In a case of
contradiction between German Law and peremptory provisions of the laws of the
United States of America or its states the latter shall prevail.
(3) Place of performance and court of jurisdiction for all claims arising from
this Contract is Frankfurt/Main (Germany).
(4) This document contains the entire agreement; there are no stipulations,
warranties and representations outside this document either in oral or in other
form.
(5) Amendments and supplements to this Contract must be made in writing. This
also applies to any amendment of the agreement on the written form.
(6) Should individual provisions of this Contract be wholly or partly invalid or
unenforceable, this shall not affect the validity or enforceability of the
Contract otherwise. Instead of the invalid or unenforceable provision, a valid
and enforceable provision should take effect which comes closest to the economic
intention of the parties in the invalid provision.
Berlin, date 15.02.2000
/s/ Oliver Borrmann
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Seller, Oliver Borrmann
Hamburg, date 15.02.2000
/s/ Dr. Gerd Kukuk
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Buyer, Dr. Gerd Kukuk
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