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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 5 TO 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)
bmp Mobility AG Venture Capital
Charlottenstrasse, 16
10117 Berlin, Germany
Attention: Oliver Borrmann
(011 49 30) 20 30 50
Copy to:
Peter E. Ruhlin, Esq.
Linklaters
1345 Avenue of the Americas
New York, New York 10105
(212) 424 9000
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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(e), 13d-1(f) or 13d-1(g) 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 7
<TABLE>
<CAPTION>
<S> <C>
1 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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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*
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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 0
SHARES --------------------------------------------------------------------
BENEFIFICALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH --------------------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 0
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
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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) 0%
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14 TYPE OF REPORTING PERSON CO
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</TABLE>
*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 7
The Reporting Person hereby amends its Statement on Schedule 13D dated February
16, 1999 ("Schedule 13D"), as previously amended through Amendment No. 4 to
Schedule 13D dated January 19, 2000 ("Amendment No. 4") in respect of the Common
Stock, par value $0.01 per share (the "Common Stock"), of Semiconductor Laser
International Corporation (the "Issuer").
ITEM 4. PURPOSE OF TRANSACTION
At the date hereof, the Reporting Person has no plans or proposals that would
relate to or result in any acquisition of additional securities of the Issuer,
has no further securities of the Issuer to dispose of, and has no plans or
proposals that would relate to or result in any of the actions or transactions
specified in clauses (b) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
See Item 6 below. As a result of the consummation of the transaction described
in Item 6 below, as of February 15, 2000, the Reporting Person has no beneficial
ownership of, nor any power or shared power to vote or to direct the vote of,
any shares of any class of securities of the Issuer. From February 15, 2000, the
Reporting Person has ceased to be the beneficial owner of more than five percent
of any class of securities of the Issuer.
ITEM 6. CONTRACTS, ARRANGMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The following information supplements the information previously filed under
this item:
See Amendment No. 4. The Reporting Person has transferred and sold to ANB Alster
Neue Beteiligungs GmbH & Co. KG, a German investing corporation (the
"Purchaser"), the Common Shares, the Preferred Shares and the Warrants of the
Issuer that it owned (collectively, the "Securities"), including all voting
power and investment power over the Securities, for an aggregate price of
U.S.$2,875,333.50 (2,372,650 Common Shares at a price of U.S.$0.39 per share,
1,000,000 Preferred Shares, each convertible into five Common Shares, at a price
of U.S.$1.95 per share and 500,000 Warrants at no cost). As a result of the sale
of the Securities by the Reporting Person to the Purchaser, the Reporting Person
has divested itself of all of its ownership interests in the Issuer and all the
Reporting Person's rights in and to the Securities, including all rights to
direct the voting and/or disposition of the Securities, have been vested in the
Purchaser. The contract of sale is attached as Exhibit I hereto.
Included in the 2,372,650 Common Shares being sold to the Purchaser are 5,000
Common Shares acquired by the Reporting Person in an open market transaction on
December 3, 1999 at a price of U.S.$0.27 per share. The Reporting Person is
remitting to the Issuer the U.S.$600.00 profit on the sale of those shares as
required by Section 16(b) of the Securities Exchange Act of 1934.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit I -- Contract of Sale dated February 15, 2000 between bmp Mobility AG
Venture Capital and ANB Alster Neue Beteiligungs GmbH & Co. KG.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 15, 2000
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(Date)
/s/ Alexander Eichner
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(Signature)
Alexander Eichner/ Attorney in Fact
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(Name/Title)
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EXHIBIT I
Contract of Sale
between
bmp Mobility AG Venture Capital
represented by its chief executive officer Oliver Borrmann,
Charlottenstrasse 16, 10117 Berlin,
(hereinafter "Seller")
and
ANB Alster Neue Beteiligungs GmbH & Co. KG,
represented by its managing director Dr. Gerd Kukuk,
Neuer Wall 20, 20354 Hamburg,
(hereinafter "Buyer")
Preamble
The Seller holds shares in the company Semiconductor Laser International
Corporation - (hereinafter referred to as "Company"), registered under laws of
the State of Delaware and with residence in Binghamton in the State of New York.
Article 1 - Subject-matter of Sale
(1) The Seller is the owner of
2,372,650 Common stocks
1,000,000 Convertible Preferred Stocks
500,000 Warrants.
(2) The common stocks and the convertible preferred stocks are deposited with
Dresdner Bank AG in Berlin.
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(3) The Seller sells to the Buyer the shares and the warrants specified in the
preceding paragraph.
Article 2 - Selling Price
The selling price is
for the common shares US-$ 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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