UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
SCHEDULE 13D
----------
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 and 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Novex Systems International, Inc.
(NAME OF ISSUER)
Common Stock, Par Value $.001 Per Share
(TITLE OF CLASS OF SECURITIES)
670019 10 8
(CUSIP NUMBER)
Janet L. Dowe, Esq.
Dowe, Capetanakis & Preite
67 Wall Street, Suite 2001
New York, New York 10005
(212) 825-1400
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATION)
November 3, 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 which is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box: [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 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
later disclosure provided in a prior cover page.
The information required on 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.)
<PAGE>
CUSIP NO. 670019 10 8 Schedule 13D Page 2 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Little Wing, L.P., 13-3778596
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 2,826,740 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 2,826,740 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 2,826,740 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 12.9%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO. 670019 10 8 Schedule 13D Page 3 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Little Wing Too, L.P., 06-1520333
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 289,890 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 289,890 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 289,890 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 1.3%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO. 670019 10 8 Schedule 13D Page 4 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Quilcap Corp., 13-3780878
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 3,116,630 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 3,116,630 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 3,116,630 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 14.2%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 670019 10 8 Schedule 13D Page 5 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Trade Winds Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 2,080,339 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 2,080,339 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 2,080,339 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 9.5%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 670019 10 8 Schedule 13D Page 6 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Quilcap International Corp., 13-3868725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 2,080,339 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 2,080,339 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 2,080,339 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 9.5%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 670019 10 8 Schedule 13D Page 7 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Parker Quillen, SS # ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 5,196,969 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 5,196,969 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 5,196,969 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 23.6%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
CUSIP NO. 670019 10 8 Schedule 13D Page 8 of 11
ITEM 1. SECURITY AND ISSUER
The title of the class of equity security to which this statement
relates is the common stock, par value $.001 per share ("Common
Stock"), of Novex Systems International, Inc., a New York corporation
(the "Issuer"), whose principal executive offices are located at 16
Cherry Street, Clifton, New Jersey 07014.
ITEM 2. IDENTITY AND BACKGROUND
(a) The filing of this Schedule 13D is made by (i) Little Wing,
L.P. ("Little Wing"), a Delaware limited partnership; (ii) Little Wing
Too, L.P. ("Little Wing Too"), a Delaware limited partnership; (iii)
Quilcap Corp. ("Quilcap Corp."), a Delaware corporation which is the
General Partner of Little Wing and Little Wing Too, respectively; (iv)
Trade Winds Fund Ltd. ("Trade Winds") a British Virgin Islands
corporation which has entered into a contract to receive investment
management services from Quilcap International Corp.; (v) Quilcap
International Corp. ("Quilcap International") which is the investment
manager for Trade Winds and (vi) Parker Quillen ("Quillen"), the
President of Quilcap Corp. and Quilcap International.
(b) The address of Little Wing is c/o Quilcap Corp., 375 Park
Avenue, Suite 1404, New York, New York 10152. Little Wing Too, Trade
Winds, Quilcap International and Quillen all share the same address
with Little Wing and Quilcap Corp.
(c) (i) The principal business of each of Little Wing and Little
Wing Too is that of a private investment entity engaging in the
purchase and sale of securities; (ii) the principal business of
Quilcap is serving as General Partner of Little Wing and Little Wing
Too; (iii) the principal business of Trade Winds is that of a private
investment entity engaging in the purchase and sale of securities;
(iv) the principal business of Quilcap International is serving as
Investment Manager for various entities, including Trade Winds; and
(v) the principal business of Quillen is serving as the President of
Quilcap and Quilcap International.
(d) None of the persons referred to in subparagraph (a) above
has, during the last five (5) years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the persons referred to in subparagraph (a) above
has, during the last five (5) years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding
<PAGE>
CUSIP NO. 670019 10 8 Schedule 13D Page 9 of 11
was or is subject to a judgment, decree or final order enjoining
future violations or, prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect
to such laws.
(f) Mr. Quillen is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
An aggregate of 5,041,569 shares of Common Stock held by Little
Wing, Little Wing Too, and Trade Winds, respectively, were acquired
from the Issuer in exchange for the conversion of the outstanding
principle and accrued interest relating to the Issuer's 9% Convertible
Debenture Financing. The balance was purchased with their working
capital in open market transactions.
ITEM 4. PURPOSE OF THE TRANSACTION
Little Wing, Little Wing Too and Trade Winds (the "Reporting
Entities") have acquired an equity interest in the Issuer for
investment purposes only. The Reporting Entities intend to review
their investment in the Common Stock on a regular basis and, depending
upon changes in their analysis of the Issuer, general economic and
market conditions, investment opportunities and other factors,
including applicable legal constraints, the Reporting Entities may at
any time determine to increase or decrease the amounts of their
investment in the Common Stock. The Reporting Entities reserve the
right to acquire additional Common Stock, to dispose of some or all of
the Common Stock beneficially owned by them either in the open market,
in privately negotiated transactions or otherwise, or to take such
other action or actions with respect to the Common Stock as they deem
advisable. The determination of the Reporting Entities to seek to
acquire additional shares of Common Stock will depend on various
factors including, but not limited to, the availability of additional
Common Stock for purchase at what the Reporting Entities consider to
be reasonable prices, the terms and conditions available for such
purchases and other investment opportunities.
Except as described above, the Reporting Entities have no
specific plan or proposal that would result in any actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D. Notwithstanding
the foregoing, representatives of the Reporting Entities may
communicate and ultimately meet with members of the Issuer's
management and with other shareholders of the Issuer respecting the
performance of the Issuer's management and possible ways in which
shareholder value can be maximized.
<PAGE>
CUSIP NO. 670019 10 8 Schedule 13D Page 10 of 11
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of November 3, 1999, Little Wing beneficially owned
2,826,740 shares of Common Stock constituting approximately 12.9% of
the shares outstanding based on the Issuer's Form 10-Q for the period
ended November 30, 1999. Little Wing engaged in no transactions in the
Issuer's Common Stock during the period commencing 60 days prior to
November 3, 1999 through the filing date of this Report.
(b) As of November 3, 1999, Little Wing Too beneficially owned
289,890 shares of Common Stock constituting approximately 1.3% of the
shares outstanding based on the Issuer's Form 10-Q for the period
ended November 30, 1999. Little Wing Too engaged in no transactions in
the Issuer's Common Stock during the period commencing 60 days prior
to November 3, 1999 through the filing date of this Report.
(c) As of November 3, 1999, Trade Winds beneficially owned
2,080,339 shares of Common Stock constituting approximately 9.5% of
the shares outstanding based on the Issuer's Form 10-Q for the period
ended November 30, 1999. Trade Winds engaged in no transactions in the
Issuer's Common Stock during the period commencing 60 days prior to
November 3, 1999 through the filing date of this Report.
(d) Little Wing and Little Wing Too each have the power to vote
and dispose of their respective Common Shares, which power may be
exercised by Quillen, as President of Quilcap Corp., the general
partner to both entities. Trade Winds has the power to vote and
dispose of the Common Shares owned by it, which power may be exercised
by Quillen, as President of Quilcap International, the investment
manager to Trade Winds.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
<PAGE>
CUSIP NO. 670019 10 8 Schedule 13D Page 11 of 11
SIGNATURES
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: February 14, 2000
LITTLE WING, L.P. LITTLE WING TOO, L.P.
By: Quilcap Corp., General Partner By: Quilcap Corp., General Partner
By: /s/: Parker Quillen By: /s/: Parker Quillen
------------------------------ --------------------------------
Parker Quillen, President Parker Quillen, President
QUILCAP CORP. TRADE WINDS FUND LTD.
By: Quilcap International Corp.
By: /s/: Parker Quillen By: /s/: Parker Quillen
------------------------------ --------------------------------
Parker Quillen, President Parker Quillen, President
QUILCAP INTERNATIONAL CORP.
By: /s/: Parker Quillen /s/: Parker Quillen
------------------------------ ------------------------------------
Parker Quillen, President PARKER QUILLEN
