SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
LMKI INC.
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
50208L 10 8
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(CUSIP Number)
William J. Kettle
1123 Buckingham Drive
Costa Mesa, California 92626
(949) 852-2640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 8, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d1(g), check
the following box [ ].
*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).
(Continued on following page(s))
Page 1 of 15
<PAGE>
CUSIP No. 50208L 10 8 13D Page 2 of 15
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KETTLE, W.J.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF, OO
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5 CHECK 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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 8,354,000 (1)
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 15,394,750 (1)
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 8,354,000 (1)
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10 SHARED DISPOSITIVE POWER
15,394,750 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,394,750 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.3% (1)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) The total number of shares of the Stock reported herein is 15,394,750, of
which 8,354,000 shares are held by the Reporting Person as an individual and
7,040,750 shares are held by the Reporting Person as Trustee of the Chapman
Group Trust. The total constitutes 40.3% of the 38,252,566 shares deemed
outstanding pursuant to Rule 13d-3(d)(1). Unless otherwise stated herein, all
other ownership percentages set forth herein assume that there are 38,252,566
shares outstanding.
<PAGE>
CUSIP No. 50208L 10 8 13D Page 3 of 15
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KETTLE, ADELA MARIA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK 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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0 (2)
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 7,040,750 (2)
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (2)
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10 SHARED DISPOSITIVE POWER
7,040,750 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,040,750 (2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% (2)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(2) As sole beneficiary of the Chapman Group Trust. Included in the amounts
deemed beneficially owned by W. J. Kettle (See Note 1).
<PAGE>
CUSIP No. 50208L 10 8 13D Page 4 of 15
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE CHAPMAN GROUP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK 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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 7,040,750 (3)
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0 (3)
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 7,040,750 (3)
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10 SHARED DISPOSITIVE POWER
0 (3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,040,750 (3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% (3)
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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(3) A. Maria Kettle is sole beneficiary of the Chapman Group Trust. W. J. Kettle
is trustee of the Chapman Group. These shares are the same as described under A.
Maria Kettle above and are included in the amounts deemed beneficially owned by
W. J. Kettle (See Note 1).
<PAGE>
Schedule 13D
INTRODUCTION
The information contained in this statement is as of the date hereof, unless
otherwise expressly provided herein.
Item 1. Security and Issuer
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Common Stock, Par Value $0.001 Per Share
LMKI INC.
3355 Michelson Drive, Suite 300
Irvine, California 92612
Item 2. Identity and Background
------ -----------------------
(a) Name: Kettle, W. J.
(b) Address: 1123 Buckingham Drive, Costa Mesa, CA 92626
(c) Present principal occupation: None
(a) Name: Kettle, Adela Maria
(b) Address: 1123 Buckingham Drive, Costa Mesa, CA 92626
(c) Present principal occupation: None
(a) Name: The Chapman Group is a trust governed by the laws of
California. A. Maria Kettle is the sole beneficiary of the trust. W. J. Kettle
is trustee.
(b) Address: 1123 Buckingham Drive, Costa Mesa, CA 92626
(c) Present principal occupation: N/A
(d) During the last five years, no Filing Party has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Filing Party 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 future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Citizenship: As to all Filing Parties, USA.
Item 3. Source and Amount of Funds or Other Consideration
------ -------------------------------------------------
Kettle, W. J.
As of 12/28/97 and 12/28/98 W. J. Kettle was issued respectively 4,000,000
shares at the then current bid price of $.01 per share as settlement in lieu of
unpaid wages in the amount of $60,000 for each of the preceding years.
Page 5 of 15
<PAGE>
As of 12/28/97 and 12/28/98 W. J. Kettle was issued, respectively, an option for
4,000,000 shares at the then current bid price of $.01 per share as compensation
for the preceding year and as a performance incentive.
On June 29, 2000 and also on July 28, 2000, W. J. Kettle purchased 2,000 shares
for $5.25 per share and $3.125 per share respectively. The 4,000 shares were
purchased for investment in a broker-dealer transaction using W. J. Kettle's
personal funds.
On August 8, 2000, W. J. Kettle exercised options to purchase 1,000,000 shares
at an exercise price of $0.03 per share using his personal funds. The shares
were purchased for investment.
W. J. Kettle is the Trustee of the Chapman Group Trust, the holder of 7,040,750
shares. A. Maria Kettle is sole beneficiary of the Chapman Group Trust. A. Maria
Kettle is the wife of W. J. Kettle. W. J. Kettle disclaims beneficial ownership
of any securities held by The Chapman Group Trust.
Kettle, Adela Maria
All shares are held in the name of the Chapman Group Trust. A. Maria Kettle is
sole beneficiary of the Chapman Group Trust. A. Maria Kettle is the wife of W.
J. Kettle. W. J. Kettle is the Trustee of the Chapman Group Trust. W. J. Kettle
disclaims beneficial ownership of any securities held by the Chapman Group
Trust.
All shares were acquired on October 24, 1994 in a merger transaction whereby
Landmark International, Inc. acquired all of the stock in STM Communications,
Inc. The Chapman Group Trust was the sole shareholder of STM.
Item 4. Purpose of Transaction
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As to all Filing Parties, shares of the issuer were acquired as officers and
directors or by exercise of options acquired as an officer and director for
investment purposes. As of August 8, 2000, both W. J. Kettle and A. Maria Kettle
resigned from their offices as directors and officers of the issuer. The Filing
Parties anticipate selling the issuer's securities in one or more transactions
and in aggregate amounts exceeding 1% of the issuer's issued and outstanding
common stock.
Item 5. Interest in Securities of the Issuer
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(a) Aggregate number Percentage
Kettle, W. J. 8,354,000 40.3%
Kettle, Adela Maria 7,040,750 (4) 19.6% (4)
(4) Included in the aggregate number stated for Kettle, W. J. directly above.
Page 6 of 15
<PAGE>
(b)
Kettle, W. J.
Sole power to vote or direct the vote: 8,354,000
Shared power to vote or to direct the vote: 15,394,750
Sole power to dispose or to direct the disposition: 8,354,000
Shared power to dispose or to direct the disposition: 15,394,750
Kettle, Adela Maria
Sole power to vote or direct the vote: 0
Shared power to vote or to direct the vote: 7,040,750
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or to direct the disposition: 7,040,750
The Chapman Group Trust (5)
Sole power to vote or direct the vote: 7,040,750
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition: 7,040,750
Shared power to dispose or to direct the disposition: 0
(5) The shares held by the Chapman Group Trust are the same shares described
with reference to Kettle, A. Maria above are included as shares as to which
Kettle, W. J. has the "shared" power to direct the vote or disposition.
(c) Transactions since the most recent filing of Schedule 13D:
Kettle, W. J. - Sales and Transfers
<TABLE>
<CAPTION>
Security Date S4=sell Amount Price per Share D=direct holder
P=purchase
E=option exercise
C=cancelled options
<S> <C> <C> <C> <C> <C>
Common Stock 06/29/00 P 2,000 5.25 D
Common Stock 06/30/99 S4 200,000 .02 D
Common Stock 07/28/00 P 2,000 3.125 D
Common Stock 08/08/00 C 5,000,000 .20 D
Common Stock 08/08/00 E 1,000,000 .03 8,354,000 D
Kettle, Adela Maria (the Chapman Group) - Sales
Security Date S4=sell Amount Price per Share Person effecting transaction
<S> <C> <C> <C> <C> <C>
Common Stock 12/15/99 S4 20,000 12.72 Chapman Group Trust
Common Stock 12/16/99 S4 5,000 13.25 Chapman Group Trust
Common Stock 03/13/00 S4 1,000 10.75 Chapman Group Trust
Common Stock 03/14/00 S4 1,000 15.75 Chapman Group Trust
Common Stock 03/17/00 S4 1,000 13.88 Chapman Group Trust
Common Stock 04/11/00 S4 750 13.00 7,040,750 Chapman Group Trust
</TABLE>
All transactions were effected through a securities broker-dealer.
Page 7 of 15
<PAGE>
(d) Not applicable
(e) Date ceased to be the beneficial owner of more than 5% of the class of
security: Not applicable
The filing of this statement shall not be construed as an admission that the
Filing Party is the beneficial owner of any shares with respect to which
beneficial ownership is disclaimed.
Item 6. Contracts, Arrangements, Understandings or Relationships with
------ -------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
Except as set forth herein, there are no contracts, arrangements,
understandings, agreements or relationships (legal or otherwise) among the
persons named in Item 2 herein.
W. J. Kettle and A. Maria Kettle each executed and delivered an irrevocable
proxy to the issuer effective as of August 8, 2000. Pursuant to such proxy,
voting of the shares held by the persons named in Item 2 would be governed by
the majority vote of three proxy holders, two of whom are to be named by the
issuer and one to be named by the person named in Item 2. Such persons would
nevertheless be able to vote a number of shares which does not exceed 19.99
percent of the outstanding shares as of August 8, 2000. The proxy terminates
after three years, if shares held by the persons named in Item 2 comprise less
than 19.99 percent of the outstanding shares of the issuer, or if the issuer
defaults on certain commitments to the persons named in Item 2.
Item 7. Material to be Filed as Exhibits
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Exhibit - Irrevocable Proxy
Page 8 of 15
<PAGE>
Signatures
After reasonable inquiry and to the best of each of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: October 6, 2000
By: /s/ W. J. Kettle
___________________________________
W. J. Kettle
By: /s/ W. J. Kettle
___________________________________
W. J. Kettle, Trustee of the Chapman Group
By: /s/ A. Maria Kettle
___________________________________
A. Maria Kettle
Page 9 of 15
<PAGE>
EXHIBIT
-------
LMKI, INC.
IRREVOCABLE PROXY
This Irrevocable Proxy (the "Proxy") is made and entered into as of
August 8, 2000 between LMKI, Inc. a Nevada corporation (the "Company") and the
undersigned shareholders ("Shareholders") of the Company.
RECITALS
A. Concurrently with the execution of this Proxy, the Company and the
Shareholders are entering into those certain Severance Agreement and Releases
(the "Severance Agreements") pursuant to which the Shareholders agree to resign
from all positions with the Company and the Company agrees, among other things,
to make certain severance payments.
B. Pursuant to the Severance Agreements, Shareholders agree to deliver
to the three named proxy holders an irrevocable proxy to vote all shares
beneficially owned or voted by Shareholders and their spouses and revocable
trusts, which agreement is a material inducement for the Company to enter into
the Severance Agreement.
Each Shareholder is the record holder and beneficial owner (as defined in
Rule l3d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") of such number of shares of the outstanding Common Stock of the Company as
is indicated on the final page of this Proxy.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Irrevocable Proxy.
(a) Each Shareholder hereby constitutes and appoints John
Diehl, Leonard Kajimoto and Peter Hobbs, acting together by majority vote
(collectively, the "Proxy Holders"), its true and lawful proxy and
attorney-in-fact to (i) vote at any meeting (and any adjournment or postponement
thereof) of the Company's stockholders and (ii) execute and deliver any written
shareholder consent in lieu of any meeting on any matter submitted to the vote
of shareholders of the Company until the Expiration Date of this Proxy as
provided in Section 4 below, all of the Shares (as defined below). Upon the
death or resignation of any Proxy Holder, the Company and Shareholder shall
agree to a mutually acceptable replacement Proxy Holder.
-1-
Page 10 of 15
<PAGE>
(b) The "Shares" shall mean, as of any record date, all shares
of Company Common Stock, whether now beneficially owned, controlled or voted or
hereafter beneficially owned, controlled or voted by the Shareholders and their
spouses and revocable trusts which exceed 19.99% of the outstanding shares of
Company Common Stock on the date hereof.
(c) The proxy and power of attorney granted herein shall be
irrevocable during the term of this Proxy, shall be deemed to be coupled with an
interest sufficient in law to support an irrevocable proxy (specifically the
obligation to make severance payments and the other covenants and agreements of
the Company under the Severance Agreements) which conflicts with the proxy
granted herein, and any attempt to do so shall be void. The power of attorney
granted herein is a durable power of attorney and shall survive the death or
incapacity of Shareholder.
2. Representations, Warranties and Covenants of the Shareholders.
Shareholders hereby represent, warrant and covenant to the Company as follows:
2.1 Ownership of Shares. Each Shareholder (i) is the beneficial
owner of the Shares, which at the date hereof and at all times up until the
Expiration Date will be free and clear of any liens, claims, options, charges or
other encumbrances; (ii) does not beneficially own any shares of capital stock
of the Company other than the Shares; and (iii) has fall power and authority to
make, enter into and carry out the terms of this Proxy and the Proxy.
2.2 No Proxy Solicitations. Each Shareholder, in his or her
capacity as a Shareholder of the Company, will not, and will not permit any
entity under such Shareholder's control to: (i) solicit proxies with respect to
any proposal which would oppose any current or future management proposal; (ii)
initiate a shareholders' vote or action by consent of the Company shareholder
with respect to any matter; or (iii) become a member of a "group" (as such term
is used in Section 13(d) of the Exchange Act) with respect to any voting
securities of the Company with respect to any matter submitted to the vote of
the Company's shareholders.
3. Additional Documents. Each Shareholder hereby covenants and agrees
to execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of the Company or such Shareholder, as the case may be, to
carry out the intent of this Proxy.
4. Termination. This Proxy shall be valid until the earlier of (such
date being referred to herein as the "Expiration Date"): (i) the date upon which
all Shareholders party to this Proxy beneficially own, vote or control less than
19.99% of the outstanding shares of Company Common Stock; (ii) with respect to
any Shareholder, the occurrence of a default by the Company in any of its
payment obligations set forth in the Severance Agreement with such Shareholder;
(iii) the failure to obtain financing commitments by October 15, 2000 in
accordance with Section 1 of the Severance Agreement with William Kettle or (iv)
the third anniversary of the date hereof.
-2-
Page 11 of 15
<PAGE>
5. Miscellaneous.
5.1 Severability. If any term, provision, covenant or restriction
of this Proxy is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Proxy shall remain in full force and effect and shall in no
way be affected, impaired or invalidated.
5.2 Binding Effect and Assignment. This Proxy and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Proxy nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without prior written consent of the other.
5.3 Amendments and Modification. This Proxy may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
5.4 Specific Performance; Injunctive Relief. The parties hereto
acknowledge that the Company will be irreparably harmed and that there will be
no adequate remedy at law for a violation of any of the covenants or agreements
of Shareholder set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to the Company upon any such violation,
the Company shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to the
Company at law or in equity.
5.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or telex, or sent by mail (registered or certified
mail, postage prepaid, return receipt requested) or overnight courier (prepaid)
to the respective parties as follows:
If to the Company: LMKI, Inc.
3355 Michelson Drive, Suite 300
Irvine, CA 92612
Facsimile No.: (949) 794-3093
Attention: John Diehl
-3-
Page 12 of 15
<PAGE>
With a copy to: Pillsbury Madison & Sutro LLP
650 town Center Drive, 7th Floor
Costa Mesa, CA 92626
Facsimile No.: (714) 436-2800
Attention: Christopher A. Wilson, Esq.
If to the Shareholder: To the address for notice set forth on the last
page hereof.
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
5.6 Governing Law. This Proxy shall be governed by, and construed
and enforced in accordance with, the laws of the State of California without
giving effect to the conflict of laws provision thereof.
5.7 Consent of Spouse. Each Shareholder agrees that if such
Shareholder is married, should marry or remarry subsequent to the date of this
Proxy, such Shareholder shall, within thirty (30) days of such event, obtain
such Shareholder's spouse's acknowledgment of the existence and binding effect
of all of the restrictions contained in this Proxy in the form attached hereto.
Such consent shall not be deemed to confer or convey to the spouse any rights in
the Shares that do not otherwise exist by operation of law.
5.8 Entire Agreement. This Proxy contains the entire understanding
of the parties in respect of the subject matter hereof, and supersedes all prior
negotiations and understandings between the parties with respect to such subject
matter.
5.9 Counterparts. This Proxy may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
5.10 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction of interpretation of this
Proxy.
-4-
Page 13 of 15
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Proxy to be duly
executed on the date and year first above written.
LMKI, INC.
By: ______________________________________
Name: ______________________________________
Title:______________________________________
SHAREHOLDER:
____________________________________________
Print
Name: ______________________________________
Name of Signatory (if different from name of
Shareholder): _____________________________
Title of Signatory
(if applicable: ____________________________
Shareholder's Address for Notice:
____________________________________________
____________________________________________
____________________________________________
Shares beneficially owned:
___________ shares of Common Stock
-5-
Page 14 of 15
<PAGE>
CONSENT OF SPOUSE
-----------------
The undersigned, being the spouse of _________________________
does hereby acknowledge reading and being familiar with the provisions of the
foregoing Irrevocable Proxy (the "Proxy') and hereby agrees thereto and joins
therein to the extent, if any, that such agreement and joinder may be necessary:
and hereby further agrees that "Shareholder" as defined in the Agreement may
join in any further amendment or modification of the Agreement without any
further signature, acknowledgment or agreement by the undersigned.
Date: ______________________ ____________________________________
Name: ______________________________
-6-
Page 15 of 15
