-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHJECFaKmGAw8lUCCTmJXU8/3h/Ks8mpGt9d36ZatHyjGFyODMGVBo+Vnr8sUOcP wRo7giK9tFr8pTc0gpk28w== 0001019056-07-001038.txt : 20071102 0001019056-07-001038.hdr.sgml : 20071102 20071102165801 ACCESSION NUMBER: 0001019056-07-001038 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071102 DATE AS OF CHANGE: 20071102 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION CAPITAL ADVISORS, LLC GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL IMAGING SYSTEMS INC CENTRAL INDEX KEY: 0001070045 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 650854589 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79157 FILM NUMBER: 071211367 BUSINESS ADDRESS: STREET 1: 6689 NW 16TH TERRACE STREET 2: -- CITY: FT. LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 954-978-9090 MAIL ADDRESS: STREET 1: 6689 NW 16TH TERRACE STREET 2: -- CITY: FT. LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: A M S MARKETING INC DATE OF NAME CHANGE: 19990218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 iis_13da1.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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)* INTERNATIONAL IMAGING SYSTEMS, INC. ------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ------------------------------------------------------- (Title of Class of Securities) 00178Q108 ---------------------------------------------- (CUSIP Number) Vision Capital Advisors, LLC 20 West 55th Street, 5th Floor New York, NY 10019 Attention: Antti Uusiheimala Tel: 212.849.8225 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 23, 2007 ------------------------------------------------------- (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), 13d-1(f) or 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 Rule 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 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 1 of 7 pages CUSIP No.: 00178Q108 NAME OF REPORTING PERSON 1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Adam Benowitz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 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 NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 1,321,137 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,321,137 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,321,137 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99% 14 TYPE OF REPORTING PERSON IN Page 2 of 7 pages CUSIP No.: 00178Q108 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vision Opportunity Master Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (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 Cayman Islands NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 1,321,137 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,321,137 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,321,137 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99% 14 TYPE OF REPORTING PERSON CO Page 3 of 7 pages CUSIP No.: 00178Q108 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management, LLC) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 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 NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 1,321,137 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,321,137 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,321,137 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99% 14 TYPE OF REPORTING PERSON IA Page 4 of 7 pages EXPLANATORY NOTE This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is being filed with respect to the beneficial ownership of common stock, par value $0.001 per share (the "Common Stock"), of International Imaging Systems, Inc., a Delaware corporation (the "Company" or the "Issuer"). This Amendment No. 1 only supplements Item 4 and amends and restates in its entirety Item 5 of the Schedule 13D originally filed by Vision Opportunity Master Fund, Ltd., a Cayman Islands limited company (the "Fund"), Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management, LLC), a Delaware limited liability company (the "Investment Manager"), and Adam Benowitz, a United States Citizen ("Mr. Benowitz", and together with the Fund and the Investment Manager, the "Reporting Persons") on October 25, 2007. ITEM 4. Purpose of Transaction. Share Exchange. On October 23, 2007, the Issuer entered into a share exchange agreement (the "Exchange Agreement"), with Baorun China Group Limited ("Baorun China"), Redsky Group Limited ("Redsky"), Princeton Capital Group LLP ("PCG", and together with Redsky, the "Shareholders"), who together own shares constituting 100% of the issued and outstanding ordinary shares of Baorun China (the "Baorun Shares"). Pursuant to the terms of the Exchange Agreement, the Shareholders transferred to the Issuer all of the Baorun Shares in exchange for the issuance of 23,954,545 shares of Common Stock (the "Share Exchange"). As a result of the Share Exchange, Baorun China became a wholly-owned subsidiary of the Issuer, and the Shareholders acquired approximately 94.11% of the Issuer's issued and outstanding Common Stock. Financing. Concurrent with the Share Exchange, the Issuer completed a private equity financing (the "Financing") of $10,000,000 with the Fund pursuant to a securities purchase agreement dated as of October 23, 2007. Net proceeds from the Financing were approximately $9,575,000. The Issuer sold to the Fund, 1,000,000 shares of its Series A Convertible Preferred Stock, par value $0.001 (the "Preferred Shares") for a purchase price of $10.00 per share and issued: (i) a Series A-1 Warrant to purchase 3,409,091 shares of Common Stock at an exercise price of $3.00, and (ii) a Series A-2 Warrant to purchase 2,272,728 shares of Common Stock at an exercise price of $4.40. Each of the warrants described in (i) and (ii) herein (collectively, "Warrants") has a term of 5 years. Each Preferred Share is convertible into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of the liquidation preference amount per share ($10.00) divided by the conversion price, which initially is $2.20 per share, subject to certain adjustments, or approximately 4,545,455 shares of Common Stock initially if all of the Preferred Shares are converted. Notwithstanding the above, pursuant to the Amended and Restated Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock of the Issuer, a shareholder of Preferred Shares may not convert his/her Preferred Shares to the extent that, after giving effect to such conversion, such person would beneficially own in excess of 4.99% of the then outstanding shares of Common Stock. However, the holder is entitled to waive this restriction upon 61 days' notice to the Issuer. Similarly, pursuant to the terms of the Warrants, the Issuer shall not effect the exercise of any Warrants, and no person who is a holder of any Warrant shall have the right to exercise his/her Warrants, to the extent that after giving effect to such exercise, such person would beneficially own in excess of 4.99% of the then outstanding shares of Common Stock. However, the holder is entitled to waive this restriction upon 61 days' notice to the Issuer; provided further that this restriction is not applicable during the 61-day period prior to the expiration of the Warrants. Page 5 of 7 pages ITEM 5. Interest in Securities of the Issuer. (a) The Fund beneficially owns 1,321,137 shares of Common Stock, representing 4.99% of all of the issued and outstanding shares of Common Stock. The Investment Manager and Mr. Benowitz may each be deemed to beneficially own the shares of Common Stock held by the Fund. Each disclaims beneficial ownership of such shares. The amounts set forth in this response are based on the 25,454,545 shares of Common Stock outstanding as of October 29, 2007, as reported by the Issuer in its Form 8-K filed on such date. (b) The Reporting Persons have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 1,321,137 shares of Common Stock reported herein. (c) Except as provided in Item 4, no transactions in the Common Stock have been effected by the Reporting Persons or, to the knowledge of the Reporting Persons, the Directors and Officers, in the last sixty (60) days. (d) Not applicable. (e) The Reporting Persons ceased to be the beneficial owner of more than 5% of the outstanding Common Stock on October 23, 2007. Page 6 of 7 pages 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: November 2, 2007 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. By: /s/ Adam Benowitz ------------------------------------- Adam Benowitz, for himself, as Managing Member of the Investment Manager and as Portfolio Manager of the Fund Page 7 of 7 pages -----END PRIVACY-ENHANCED MESSAGE-----