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OMB APPROVAL
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OMB NUMBER: 3235-0145
EXPIRES: AUGUST 31, 1999
ESTIMATED AVERAGE BORDER
HOURS PER RESPONSE..... 14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
INTERNATIONAL FIBERCOM, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock Without Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
45950T-10-1
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(CUSIP Number)
John M. Liviakis, 2420 "K" St., #220, Sacramento, CA 95816, (916) 448-6084
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 18, 1998
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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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper form shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1746 (2-98)
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CUSIP No. 45950T-10-1 SCHEDULE 13D Page 2 of 8 Pages
--------------------- -------- --------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Liviakis Financial Communications, Inc. 68-0311399
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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
---------------------------------------------------------------------
4. SOURCE OF FUNDS (See Instructions)
00
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5. CHECK BOX 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
State of California
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7. Sole Voting Power
Number of 1,108,931
Shares --------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person With 1,108,931
--------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,108,931
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12. Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11)
5.8%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 45950t-10-1 SCHEDULE 13D Page 3 of 8 Pages
--------------------- -------- --------
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Robert B. Prag ###-##-####
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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)
00
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5. CHECK BOX 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
United States
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7. Sole Voting Power
Number of 377,644
Shares --------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person With 377,644
--------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
377,644
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12. Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ X ]
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13. Percent of Class Represented by Amount in Row (11)
2.0%
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14. Type of Reporting Person (See Instructions)
IN
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3
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3. Source and Amount of Funds or Other Consideration.
This Amended Schedule 13D is being filed to report (i) a "cashless"
exercise by Liviakis Financial Communications, Inc., a California corporation
("LFC"), pursuant to a Non-Qualified Stock Option Agreement dated as of November
5, 1996 by and between International FiberCom, Inc., an Arizona corporation (the
"Corporation") and LFC (the "LFC Stock Option"), in which LFC exercised the LFC
Stock Option with respect to 1,425,000 shares of the Corporation's Common Stock,
directed the Corporation to retain 196,069 shares of Common Stock as
consideration for the option exercise, and received a net 1,228,931 shares of
Common Stock, and (ii) a "cashless" exercise by Robert B. Prag ("RBP") pursuant
to a Non-Qualified Stock Option Agreement dated as of November 5, 1996 by and
between the Corporation and RBP (the "RBP Stock Option" and collectively with
the LFC Stock Option, the "Stock Options"), in which RBP exercised the RBP Stock
Option with respect to 475,000 shares of Common Stock, directed the Corporation
to retain 65,356 shares of Common Stock as consideration for the option
exercise, and received a net 409,644 shares of Common Stock. Pursuant to the
Stock Options, LFC and RBP were entitled to purchase 1,425,000 and 475,000
shares of Common Stock, respectively, at $1.12 per share through November 5,
2000. Copies of the LFC Stock Option and the RBP Stock Option were attached to
Schedule 13D as Exhibits "A" and "B", respectively.
This Amended Schedule 13D is also being filed to report the sale by LFC
on June 25, 1998 of 120,000 shares of Common Stock and the sale by RBP on June
24, 1998 of 32,000 shares of Common Stock.
On December 10, 1997, the Corporation issued (i) to LFC a Non-Qualified
Stock Option (the "LFC 1997 Option") pursuant to which LFC may first acquire on
January 9, 1999 225,000 shares of Common Stock and (ii) to RBP a Non-Qualified
Stock Option (the "RBP 1997 Option" and collectively with the LFC 1997 Option,
the "1997 Options") pursuant to which RBP may first acquire on January 9, 1999
75,000 shares of Common Stock. Pursuant to the 1997 Options, LFC and RBP may
purchase shares of Common Stock at $6.00 per share through December 8, 2002.
To the extent LFC purchases shares of Common Stock through exercise of
the LFC 1997 Option, it presently intends to utilize its working capital. To the
extent RBP purchases shares of Common Stock through exercise of the RBP 1997
Option, he presently intends to utilize his personal funds.
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<PAGE> 5
4. PURPOSE OF TRANSACTION.
The Stock Option Agreements were entered into pursuant to a Consulting
Agreement effective as of November 5, 1996 by and between the Corporation and
LFC (the "Consulting Agreement"), in consideration for consulting services to be
performed by LFC for the Corporation. A copy of the Consulting Agreement was
filed as Exhibit "C" to this Schedule 13D.
The 1997 Options were granted to LFC and RBP by the Corporation as
consideration for services rendered by LFC and RBP as finders in facilitating
certain financing for the Corporation.
LFC and RBP presently intend to hold for investment purposes the shares
of Common Stock they now hold, except to the extent they sell such shares to
fund their respective tax liabilities arising out of the exercise of the Stock
Options, to fund other expenses or to raise working capital and personal funds,
respectively.
To the extent LFC and RBP acquire shares of Common Stock through the
exercise of the 1997 Options, each presently intends to acquire and hold the
shares of Common Stock so acquired for investment purposes, except to the extent
each sells such shares to fund tax liabilities arising out of the exercise of
the 1997 Options, to fund other expenses or to raise working capital and
personal funds, respectively.. LFC and RBP may also acquire additional shares of
Common Stock for investment purposes from time to time, although they have no
present plans to do so.
LFC and RBP have no plans or proposals which relate to or would result
in: any extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Corporation or any subsidiary of the Corporation; the
sale or transfer of a material amount of assets of the Corporation or any of its
subsidiaries; any change in the Corporation's present Board of Directors or
management; any material change in the present capitalization or dividend policy
of the Corporation; any material change in the Corporation's business or
corporate structure; any changes in the Corporation's charter, bylaws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Corporation by any person; a class of securities
of the Corporation being delisted from a national securities exchange or ceasing
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of equity securities of the
Corporation becoming eligible for termination of registration
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pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or any similar action.
5. INTEREST IN SECURITIES OF THE ISSUER.
As of the close of business on the date hereof, LFC owns 1,108,931
shares of Common Stock. Pursuant to the LFC 1997 Option, LFC has the right to
purchase up to 225,000 shares of Common Stock from the Corporation from January
9, 1999 through December 8, 2002 at an exercise price of $6.00 per share of
Common Stock. LFC has the sole power to direct the vote or disposition of the
shares of Common Stock held by LFC and would exercise that power through its
officers and directors, John M. Liviakis ("JML"), Renee A. Liviakis ("RAL") and
RBP, and would expect to have the sole power to direct the vote or disposition
of any shares of the Common Stock acquired by LFC pursuant to the LFC 1997
Option or otherwise and would exercise that power through its officers and
directors. RBP disclaims any beneficial interest in any shares of Common Stock
which LFC owns or has the right to acquire, except for such beneficial interest
as may be associated with his service as an officer and director of LFC.
As of the close of business on the date hereof, RBP owns 377,644 shares
of Common Stock. Pursuant to the RBP 1997 Option, RBP has the right to purchase
up to 75,000 shares of Common Stock from the Corporation from January 9, 1999
through December 8, 2002 at an exercise price of $6.00 per share of Common
Stock. RBP has the sole power to direct the vote or disposition of the shares of
Common Stock held by RBP and would expect to have the sole power to direct the
vote or disposition of any shares of the Common Stock acquired by RBP pursuant
to the RBP 1997 Option or otherwise. LFC, JML and RAL disclaim any beneficial
ownership of shares of Common Stock which are held by RBP or which may be
acquired by RBP pursuant to the RBP 1997 Option or otherwise.
The 1,108,931 shares of Common Stock that LFC owns as of the close of
business on the date hereof represent approximately 5.8% of that class of
securities. The 377,644 shares of Common Stock that RBP owns as of the close of
business on the date hereof represent approximately 2.0% of that class of
securities. The 1,486,575 shares of Common Stock that LFC and RBP in the
aggregate own as of the date hereof represent approximately 7.8% of that class
of securities. In each case, the calculation of the percentage of the class of
Common Stock is based on 19,141,012 shares of Common Stock which the Corporation
advised LFC were outstanding as of June 10, 1998. The 1997 Options do not give
LFC or RBP the right to acquire any additional shares of Common Stock within
sixty days of the date hereof.
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During the sixty days preceding the close of business on the day hereof,
LFC engaged in the following transactions involving Common Stock:
(a) On June 18, 1998, LFC effected a "cashless" exercise of the LFC
Stock Option, in which LFC exercised the LFC Stock Option with respect to
1,425,000 shares of the Corporation's Common Stock, directed the Corporation to
retain 196,069 shares of Common Stock as consideration for the option exercise,
and received a net 1,228,931 shares of Common Stock.
(b) On June 25, 1998, LFC sold 7,000 shares of Common Stock at a price
of $9.04 per share, in open market transactions on the Nasdaq SmallCap Market.
(c) On June 25, 1998, LFC sold 9,000 shares of Common Stock at a price
of $9.13 per share, in open market transactions on the Nasdaq SmallCap Market.
(d) On June 25, 1998, LFC sold 8,000 shares of Common Stock at a price
of $9.25 per share, in open market transactions on the Nasdaq SmallCap Market.
(e) On June 25, 1998, LFC sold 7,000 shares of Common Stock at a price
of $9.44 per share, in open market transactions on the Nasdaq SmallCap Market.
(f) On June 25, 1998, LFC sold 9,000 shares of Common Stock at a price
of $9.47 per share, in open market transactions on the Nasdaq SmallCap Market.
(g) On June 25, 1998, LFC sold 30,000 shares of Common Stock at $9.00
per share, in a privately negotiated transaction.
(h) On June 25, 1998, LFC sold 20,000 shares of Common Stock at $9.13
per share, in a privately negotiated transaction.
(i) On June 25, 1998, LFC sold 30,000 shares of Common Stock at $9.38
per share, in a privately negotiated transaction.
During the sixty days preceding the close of business on the day hereof,
RBP engaged in the following transactions involving Common Stock:
(a) On June 18, 1998, RBP effected a "cashless" exercise of the RBP
Stock Option, in which RBP exercised the RBP Stock Option with respect to
475,000 shares of the Corporation's Common Stock,
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<PAGE> 8
directed the Corporation to retain 65,356 shares of Common Stock as
consideration for the option exercise, and received a net 409,644 shares of
Common Stock.
(b) On June 24, 1998, RBP sold 32,000 shares of Common Stock at a price
of $8.88 per share, in open market transactions on the Nasdaq SmallCap Market.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Corporation entered into the Stock Option agreements with LFC and
RBP, respectively, in consideration for consulting services to be performed by
LFC pursuant to the Consulting Agreement from November 5, 1996 through January
2, 1998. The Consulting Agreement was subsequently extended through July 15,
1998.
Except for the Consulting Agreement, the Stock Option agreements and the
1997 Option agreements, there are no contracts, arrangements, understandings or
relationships between the persons named in Item 2 above and any person with
respect to any securities of the Corporation.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amended statement is true,
complete and correct.
Dated: June 25, 1998 LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ John M. Liviakis
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John M. Liviakis, President
/s/ Robert B. Prag
---------------------------------
Robert B. Prag
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