SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
CHS ELECTRONICS, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
12542A-20-6
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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CUSIP No. 12542A-20-6
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
a. Claudio Osorio
b. Alvin Perlman
c. Comtrad Holdings, Inc.
d. Comtrad, Inc.
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X] (b) [_]
(3) SEC Use Only
(4) Citizenship or Place of Organization
a. Venezuela
b. U.S.A.
c. Utah
d. Florida
Number of (5) Sole Voting Power 3,959,385
Shares Bene-
ficially (6) Shared Voting Power
Owned by
Each Report- (7) Sole Dispositive Power 3,959,385
ing Person
With (8) Shared Dispositive Power
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 3,959,385(1)
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [_]
(11) Percent of Class Represented by Amount in Row (9) 26.3%(2)
(12) Type of Reporting Person (See Instructions)
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1 Includes 367,029 shares held of record by Comtrad, Inc. ("Comtrad"), a
wholly-owned subsidiary of Comtrad Holdings, Inc. ("CHI"), 3,169,500 shares
held of record by CHI, 47,576 shares held of record by Penrose Trading Co.
S.A. (a shareholder of CHI and of which Mr. Osorio has effective control)
and currently exercisable options to purchase 375,280 shares held by Mr.
Osorio. Claudio Osorio and Alvin Perlman together own and control a majority
of the issued and outstanding capital stock of CHI, and Messrs. Osorio and
Perlman have entered into an agreement pursuant to which they have agreed to
vote their shares of CHI common stock together on certain matters submitted
to the shareholders of CHI. Claudio Osorio, Alvin Perlman, CHI and Comtrad
are parties to another agreement, in which they agree to vote all shares of
the Common Stock they own or control, together on any matter submitted to
the shareholders of the Company. In addition, Messrs. Osorio and Perlman and
Comtrad are parties to an agreement which grants to Mr. Osorio and Comtrad,
until June 30, 1997, the right to acquire all, but not less than all, of the
shares of Common Stock of the Company and the shares of Comtrad Common Stock
owned by Mr. Perlman. Mr. Perlman may reject all or a portion of such
exercise; provided, however, that any shares as to which the option exercise
is rejected are excluded from a right granted by the agreement to Mr.
Perlman to put the referenced shares to Mr. Osorio. The put option may be
exercised during the period beginning July 1 and ending July 31, 1997.
Comtrad has guaranteed Mr. Osorio's obligations and has pledged 676,006
shares of Common Stock in connection therewith, which shares are included in
the above aggregate ownership. Subject to the claims of certain creditors,
the holders of CHI Class A common stock (which includes Penrose Trading Co.
S.A.) have a liquidation preference on the 965,000 shares of Company Common
Stock owned by Comtrad. Further, subject to the claims of certain creditors
and subject to the rights of holders of CHI Class A common stock, the
holders of CHI Class B common stock have a liquidation preference on 287,500
shares of Company Common Stock held by CHI or any subsidiary thereof. Based
on the foregoing relationships and agreements, Claudio Osorio, Alvin
Perlman, CHI, and Comtrad may be deemed to have shared voting and investment
control over the above-indicated aggregate number of shares of Common Stock.
Such shares exclude 100,000 shares of Common Stock which Comtrad is
obligated to deliver to the sellers of three entities purchased by Comtrad
and subsequently sold to the Company.
2 Calculated on the basis of 14,691,135 shares of CHS Electronics, Inc. Common
Stock outstanding on June 2, 1997 and 375,280 shares of CHS Electronics,
Inc. Common Stock issuable upon exercise of presently exercisable options.
2
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ITEM 1(A). Name of Issuer:
CHS Electronics, Inc.
ITEM 1(B). Address of Issuer's Principal Executive Offices:
2153 N.W. 86th Avenue
Miami, Florida 33122
ITEM 2(A). Name of Person Filing:
a. Claudio Osorio
b. Alvin Perlman
c. Comtrad Holdings, Inc.
d. Comtrad, Inc.
ITEM 2(B). Address of Principal Business Office:
a. & b. 2153 N.W. 86th Avenue
Miami, Florida 33122
c. & d. P.O. Box 660708
Miami Springs, Florida 33266
ITEM 2(C). Citizenship:
a. Venezuela
b. U.S.A.
c. Utah
d. Florida
ITEM 2(D). Title of Class of Securities:
Common Stock, $.001 Par Value
ITEM 2(E). CUSIP Number:
12542A-20-6
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), identify the status of the person filing.
Not applicable.
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ITEM 4. Ownership.
(a) Amount Beneficially Owned: 3,959,385(1) shares. Includes
273,079 shares issuable upon exercise of presently
exercisable options.
(b) Percent of Class: 26.3%(2)
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote 3,959,385(1)
(ii) shared power to vote or to
direct the vote 0
(iii) sole power to dispose or to
direct the disposition of 3,959,385(1)
(iv) shared power to dispose or to
direct the disposition of 0
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [_].
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1 Includes 367,029 shares held of record by Comtrad, Inc. ("Comtrad"), a
wholly-owned subsidiary of Comtrad Holdings, Inc. ("CHI"), 3,169,500 shares
held of record by CHI, 379,000 shares held of record by Penrose Trading Co.
S.A. (a shareholder of CHI and of which Mr. Osorio has effective control)
and currently exercisable options to purchase 375,280 shares held by Mr.
Osorio. Claudio Osorio and Alvin Perlman together own and control a majority
of the issued and outstanding capital stock of CHI, and Messrs. Osorio and
Perlman have entered into an agreement pursuant to which they have agreed to
vote their shares of CHI common stock together on certain matters submitted
to the shareholders of CHI. Claudio Osorio, Alvin Perlman, CHI and Comtrad
are parties to another agreement, in which they agree to vote all shares of
the Common Stock they own or control, together on any matter submitted to
the shareholders of the Company. In addition, Messrs. Osorio and Perlman and
Comtrad are parties to an agreement which grants to Mr. Osorio and Comtrad,
until June 30, 1997, the right to acquire all, but not less than all, of the
shares of Common Stock of the Company and the shares of Comtrad Common Stock
owned by Mr. Perlman. Mr. Perlman may reject all or a portion of such
exercise; provided, however, that any shares as to which the option exercise
is rejected are excluded from a right granted by the agreement to Mr.
Perlman to put the referenced shares to Mr. Osorio. The put option may be
exercised during the period beginning July 1 and ending July 31, 1997.
Comtrad has guaranteed Mr. Osorio's obligations and has pledged 676,006
shares of Common Stock in connection therewith, which shares are included in
the above aggregate ownership. Subject to the claims of certain creditors,
the holders of CHI Class A common stock (which includes Penrose Trading Co.
S.A.) have a liquidation preference on the 965,000 shares of Company Common
Stock owned by Comtrad. Further, subject to the claims of certain creditors
and subject to the rights of holders of CHI Class A common stock, the
holders of CHI Class B common stock have a liquidation preference on 287,500
shares of Company Common Stock held by CHI or any subsidiary thereof. Based
on the foregoing relationships and agreements, Claudio Osorio, Alvin
Perlman, CHI, and Comtrad may be deemed to have shared voting and investment
control over the above-indicated aggregate number of shares of Common Stock.
Such shares exclude 100,000 shares of Common Stock which Comtrad is
obligated to deliver to the sellers of three entities purchased by Comtrad
and subsequently sold to the Company.
2 Calculated on the basis of 14,691,135 shares of CHS Electronics, Inc. Common
Stock outstanding on June 2, 1997 and 375,280 shares of CHS Electronics,
Inc. Common Stock issuable upon exercise of presently exercisable options.
4
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ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not applicable.
ITEM 9. Notice of Dissolution of Group.
Not applicable.
ITEM 10. Certification.
Not applicable.
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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 2, 1997
/s/ CLAUDIO OSORIO
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Claudio Osorio
/s/ ALVIN PERLMAN
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Alvin Perlman
COMTRAD HOLDINGS, INC.
By: /s/ CLAUDIO OSORIO
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Claudio Osorio
President
COMTRAD, INC.
By: /s/ CLAUDIO OSORIO
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Claudio Osorio
President
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