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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
(AMENDMENT NO. 1)
TIVOLI INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
(Title of Class of Securities)
88871110
(Cusip Number)
LORENZO TARGETTI
TARGETTI SANKEY S.P.A.
VIA PRATESE, 164
50145 FIRENZE, ITALIA
39-055-379-1273
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
G. DAVID BRINTON, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK
212 878-8000
SEPTEMBER 17, 1999
(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 Rule 13d-1(e), 13d1(f) or 13d1(g),
check the following box. [ ]
Page 1 of 12
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<TABLE>
<S> <C>
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CUSIP No.88871110 13D Page 2 of 12 Pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TARGETTI SANKEY S.P.A.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
SOURCES OF FUNDS
4. OO
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
5. [ ]
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6. ITALY
- -------------------------------------------------------------------------------
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH SOLE VOTING POWER
REPORTING
PERSON WITH 7. 43,666
--------------------------------------------------------------
SHARED VOTING POWER
8. 436,170
--------------------------------------------------------------
SOLE DISPOSITIVE POWER
9. 43,666
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11. 479,836
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12. [ ]
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13. 40%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14. CO
- -------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<S> <C>
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CUSIP No. 88871110 13D Page 3 of 12 Pages
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1. FLORENCE ACQUISITION CORP.
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
2. (b)[ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
SOURCES OF FUNDS
4. OO
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
5. [ ]
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6. CALIFORNIA
- -------------------------------------------------------------------------------
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7. SOLE VOTING POWER
--------------------------------------------------------------
SHARED VOTING POWER
8. 436,170
--------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11. 436,170
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12. [ ]
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13. 36%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14. CO
- -------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<S> <C>
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CUSIP No.88871110 13D Page 4 of 12 Pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GIAMPAOLO TARGETTI
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
SOURCES OF FUNDS
4. OO
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
5. [ ]
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6. ITALY
- -------------------------------------------------------------------------------
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7. SOLE VOTING POWER
--------------------------------------------------------------
SHARED VOTING POWER
8. 479,836
--------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11. 479,836
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12. [ ]
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13. 40%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14. IN
- -------------------------------------------------------------------------------
</TABLE>
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This Amendment No. 1, which relates to shares of Common Stock, $.001 par
value per share ("Common Stock"), of Tivoli Industries, Inc., a California
corporation (the "Issuer"), and is being filed jointly by Targetti Sankey
S.p.A., an Italian corporation ("Targetti"), Florence Acquisition Corp., a
California corporation ("Florence"), and Mr. Giampaolo Targetti ("Mr.
Targetti," and together with Targetti and Florence, the "Reporting Persons"),
supplements and amends the Statement on Schedule 13D originally filed with the
Commission on September 27, 1999 (the "Original Statement"). The Reporting
Persons are filing this Amendment No. 1 to the Original Statement to add Mr.
Targetti as a Reporting Person.
The following Items of the Statement are hereby supplemented and/or
amended as indicated:
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Schedule 13D is being filed by Targetti, Florence and
Mr. Targetti. The Agreement between the Reporting Persons relating to the
joint filing of this Amendment No. 1 to the Original Statement is attached as
Exhibit 7.1 hereto.
Targetti is organized as an Italian corporation. Targetti manufactures
and sells electric lighting appliances, technical lighting systems, table
lamps, standing lamps and suspended lamps, all types of light bulbs of
differing power, electrical accessories and related items, made in any type of
metal or other material. Targetti has offices in Italy, England and Austria.
Targetti's principal executive offices are located at Via Pratese, 164, 50145
Florence, Italy.
Florence is a California corporation. Florence is a wholly-owned
subsidiary of Targetti, and was incorporated to be merged with and into the
Issuer in the transaction described in Item 4. Florence's principal executive
offices are located at c/o Targetti Sankey S.p.A., Via Pratese, 164, 50145
Florence, Italy.
Mr. Targetti, an Italian citizen, is the Chairman of the Board of
Directors, President and Chief Financial Officer of Targetti. He is also
Targetti's majority shareholder. His business address, along with the business
address of Targetti is, Via Pratese, 164, 50145 Florence, Italy.
Schedule I hereto sets forth the name, business address, present
principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, for each of Targetti's and Florence's directors and executive
officers.
(d)-(e) During the last five years, none of the Reporting Persons,
nor, to the best knowledge of the Reporting Persons, any of the persons listed
on Schedule I hereto: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) was 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 further violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
With respect to shares of Common Stock that Targetti has sole voting and
dispositive power, Targetti used its own working capital to purchase such
shares of Common Stock. With respect to the shares of Common Stock to which
there is shared voting power, Targetti and the persons set forth on Schedule II
hereof (collectively, referred to herein as the "Shareholders"), have entered
into the Voting Agreements described in Item 4 of the Original Statement, as a
condition to entering into the Merger Agreement described in Item 4 of the
Original Statement. As a result of the Voting Agreements, Targetti, Florence
and Mr. Targetti, may be deemed to have beneficial ownership of approximately
36% of the Issuer's Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of September 17, 1999, Targetti owned 43,666 shares of
Common Stock. On August 4, 1999, Targetti purchased 2,000 shares of Common
Stock at a price of $2.875 per share. This purchase was
<PAGE> 6
effected through a broker with offices located in Little Rock, Arkansas. On
August 19, 1999, Targetti purchased 9,500 shares of Common Stock at a price of
$2.875 per share. This purchase was effected through a broker with offices
located in Little Rock, Arkansas. As of September 17, 1999, Florence owned no
shares of Common Stock. As of September 17, 1999, Mr. Targetti owned no shares
of Common Stock. As of September 17, 1999, under the definition of "beneficial
ownership" as set forth in Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), Targetti, Florence and Mr. Targetti may be deemed
to have beneficial ownership of the Shares pursuant to the Voting Agreements,
which require the Stockholders to vote in favor of the Merger Agreement.
Targetti, by virtue of the Voting Agreements, has the power to direct the voting
of the Shares. Florence, as a wholly-owned subsidiary of Targetti, may be deemed
to have the power to direct the voting of the Shares. Mr. Targetti, as the
majority shareholder of Targetti, may be deemed to have the power to direct the
voting of the Shares. The Shares constitute approximately 36% of the shares of
Common Stock outstanding.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that the Reporting Persons are the beneficial
owners of the Common Stock referred to in this paragraph for purposes of
Section 13(d) of the Exchange Act or for any other purpose, and such beneficial
ownership is expressly disclaimed.
(c)-(e) Not applicable.
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
Exhibit 7.1 Joint Filing Agreement, dated September 29, 1999, by and
among Targetti Sankey S.p.A., Florence Acquisition Corp. and
Giampaolo Targetti
Exhibit 7.2* Merger Agreement, dated September 17, 1999, by and among
Targetti Sankey S.p.A., Florence Acquisition Corp. and Tivoli
Industries, Inc.
Exhibit 7.3* Voting Agreement, dated September 17, 1999, by and between
Peter Shaw and Targetti Sankey S.p.A.
Exhibit 7.4* Voting Agreement, dated September 17, 1999, by and between
Gordon C. Westerling and Targetti Sankey S.p.A.
Exhibit 7.5* Voting Agreement, dated September 17, 1999, by and among
Terrence Walsh, Marilyn Walsh and Targetti Sankey S.p.A.
Exhibit 7.6* Voting Agreement, dated September 17, 1999, by and between
Charles Kimmel and Targetti Sankey S.p.A.
Exhibit 7.7* Voting Agreement, dated September 17, 1999, by and between
Vincent Monte and Targetti Sankey S.p.A.
Exhibit 7.8* Voting Agreement, dated September 17, 1999, by and between
Gerald E. Morris and Targetti Sankey S.p.A.
Exhibit 7.9* Voting Agreement, dated September 17, 1999, by and between
Gordon C. Westerling, as Trustee of the Westerling Family
Trust, and Targetti Sankey S.p.A.
Exhibit 7.10* Voting Agreement, dated September 17, 1999, by and between
Intelite International N.V. and Targetti Sankey S.p.A.
</TABLE>
* Filed Previously
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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.
Dated: September 29, 1999
TARGETTI SANKEY S.P.A.
By: /s/ Lorenzo Targetti
--------------------------------
Name: Lorenzo Targetti
Title: Managing Director
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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.
Dated: September 29, 1999
FLORENCE ACQUISITION CORP.
By: /s/ Lorenzo Targetti
--------------------------------
Name: Lorenzo Targetti
Title: President and Chief Financial Officer
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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.
Dated: September 29, 1999
GIAMPAOLO TARGETTI
By: /s/ Giampaolo Targetti
-------------------------------
Name: Giampaolo Targetti
<PAGE> 11
SCHEDULE I
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
Set forth in the table below is the name and the present principal
occupation or employment of each director and executive officer of Targetti and
Florence. Unless otherwise indicated, each person identified below is employed
by Targetti and Florence, respectively. The principal business address of
Targetti Sankey S.p.A. ("Targetti") and, unless otherwise indicated, each
person identified as an officer of Targetti, is Via Pratese, 164, 50145
Florence, Italy. The principal business address of Florence Acquisition Corp.
("Florence") and, unless otherwise indicated, each person identified as an
officer or director of Florence, is Via Pratese, 164, 50145 Florence, Italy.
Unless otherwise indicated, all persons identified below are citizens of Italy.
<TABLE>
<CAPTION>
Present Office/Principal
Name Occupation or Employment
---- ------------------------
<S> <C>
Targetti
- --------
Directors:
----------
Giampaolo Targetti Chairman of the Board of Directors
Lorenzo Targetti Director and Managing Director
Antonio Orlandi Director
Giancarlo Lippi (1) Director/Sole Director of Dura Lamp S.p.A.
Carlo Marchi (2) Director/Chairman of the Board of Directors
of Marchi Industriale S.p.A.
Executive Officers:
-------------------
Giampaolo Targetti President and Chief Executive Officer
Florence
- --------
Directors:
----------
Lorenzo Targetti Director
Giampaolo Targetti Director
Alvaro Andorlini Director
Executive Officers:
-------------------
Lorenzo Targetti President and Chief Financial Officer
Giampaolo Targetti Executive Vice President
Alvaro Andorlini Executive Vice President and Secretary
</TABLE>
(1) Via Gattinella, 21, Capalle (Campi Bisenzio) Florence, Italy
(2) Finamar di Carlo Marchi & C.s.a.s., Via Trento, 16, Florence, Italy
<PAGE> 12
SCHEDULE II
RECORD OWNERSHIP OF COMMON STOCK
<TABLE>
<CAPTION>
Stockholders Shares
- ------------ ------
<S> <C>
Terrence and Marilyn Walsh 372,000
Peter Shaw 666
Gordon C. Westerling 3,333
Charles Kimmel 6,832
Vincent Monte 20,700
Gerald E. Morris 3,141
Intelite International N.V. 6,832
Gordon C. Westerling, as trustee
of the Westerling Family Trust 22,666
-------------
Total 436,170
</TABLE>
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EXHIBIT 7.1
JOINT FILING AGREEMENT
We, the signatories of this Amendment No. 1 to the Statement on Schedule
13D to which this Agreement is attached, hereby agree that such amendment to
the statement is, and any amendments thereto filed by any of us will be, filed
on behalf of each of us.
Dated: September 29, 1999
TARGETTI SANKEY S.P.A.
By: /s/ Lorenzo Targetti
-------------------------------
Name: Lorenzo Targetti
Title: Managing Director
FLORENCE ACQUISITION CORP.
By: /s/ Lorenzo Targetti
-------------------------------
Name: Lorenzo Targetti
Title: President and Chief Financial Officer
GIAMPAOLO TARGETTI
By: /s/ Giampaolo Targetti
-------------------------------
Name: Giampaolo Targetti
