SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DUALSTAR TECHNOLOGIES CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
263572109
--------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 18, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 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 Section 240.13d-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).
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
-----------------------------------------------------------------------
On December 18, 2000, Madeleine and DSTR entered into a participation
agreement, dated as of November 8, 2000 (the "Participation Agreement"), with
Technology Investors Group, L.L.C. ("TIG") pursuant to which, among other
things, (i) DSTR transferred to TIG an undivided participating interest in five
and six-tenths percent (5.6%) (the "Participating Percentage") of the Warrants
and (ii) Madeleine transferred to TIG an undivided participating interest equal
to the Participating Percentage of Madeleine's existing loan to the Company.
Pursuant to the Participation Agreement and as agreed to between DSTR and TIG,
DSTR retained all voting and investment control with respect to the Warrants and
the shares of the Common Stock underlying the Warrants.
As previously disclosed in the Schedule 13D filed by Stephen Feinberg
as of November 8, 2000, pursuant to the Securities Purchase Agreement, among
other things, the Company has granted to DSTR certain antidilution protective
rights with respect to the issuance by the Company of any new shares of its
capital stock and upon the occurrence of certain events of default under the
promissory notes issued by the Company in favor of Madeleine, the Company is
required to immediately amend its by-laws to increase the number of authorized
directors by three (3) and that the vacancies created by such increase may be
filled by individuals designated by Madeleine and DSTR.
As previously disclosed in the Schedule 13D filed by Stephen Feinberg
as of November 8, 2000, the Warrants are further governed by the terms of the
Class E Warrant Agreement, dated November 8, 2000, by and between the Company
and DSTR (the "Warrant Agreement"). Pursuant to the Warrant Agreement, among
other things, if the Company prepays any portion (but less than all) of the
principal amount owed by it under the promissory note issued in favor of
Madeleine, then, upon such prepayment, the aggregate number of Warrants which
may be exercised shall be reduced in proportion to the ratio of the prepayment
amount to the aggregate principal amount of the promissory note outstanding at
the time of such prepayment by the Company; provided, however, that the Company
must provide DSTR with not less than thirty (30) days' notice of any such
proposed prepayment. If the Company pays all of the amounts due under the
promissory note in full, the Warrants will cease to be exercisable. The Warrant
Agreement also provides certain adjustment and antidilution protection in favor
of DSTR.
As previously disclosed in the Schedule 13D filed by Stephen Feinberg
as of November 8, 2000, the Company, DSTR and certain other shareholders and/or
members of management of the Company are parties to a Stockholders' Agreement,
dated as of November 8, 2000, pursuant to which, among other things, the parties
thereto have entered into agreements with respect to (i) the voting of their
securities of the Company in certain circumstances and (ii) certain
participation rights and rights of first refusal with respect to the transfer or
sale of securities of the Company by them.
As previously disclosed in the Schedule 13D filed by Stephen Feinberg
as of November 8, 2000, the Company, DSTR and TIG have entered into a
Registration Rights Agreement, dated as of November 8, 2000, granting to DSTR
and TIG certain registration rights with respect to the securities of the
Company held, or which may in the future be held, by them.
<PAGE>
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
December 21, 2000
/s/ Stephen Feinberg
------------------------------------
Stephen Feinberg, as the investment
manager for Madeleine, L.L.C. and
DSTR Warrant Co., LLC
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
