-----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, Sx9Vk6wG0SXORXLJKxnB5XrDAoGH+rFl/nrv9Iyryj9RtKApoCeBP8majyaKEpbV 9nhjzW+EEfcP7cJtr4QH8g== 0000950134-03-000400.txt : 20030114 0000950134-03-000400.hdr.sgml : 20030114 20030109144439 ACCESSION NUMBER: 0000950134-03-000400 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP INVESTMENTS INC CENTRAL INDEX KEY: 0001142593 IRS NUMBER: 841019337 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11766 WILSHIRE BLVD SUITE 870 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3103125600 FORMER COMPANY: FORMER CONFORMED NAME: US BANCORP LIBRA DATE OF NAME CHANGE: 20010613 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPIONLYTE PRODUCTS INC CENTRAL INDEX KEY: 0001093819 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 650510294 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61665 FILM NUMBER: 03509102 BUSINESS ADDRESS: STREET 1: 1356 NW 2ND AVE STREET 2: SUITE A-28 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 5614176800 MAIL ADDRESS: STREET 1: 1356 NW 2ND AVE STREET 2: SUITE A-28 CITY: BOCA RATON STATE: FL ZIP: 33432 FORMER COMPANY: FORMER CONFORMED NAME: MERIDIAN HOLDINGS INC /FL DATE OF NAME CHANGE: 19990825 FORMER COMPANY: FORMER CONFORMED NAME: MERIDIAN USA HOLDINGS INC DATE OF NAME CHANGE: 20000106 SC 13D/A 1 c73939csc13dza.htm AMENDMENT NO. 2 TO SCHEDULE 13D ChampionLyte Products, Inc.
 

         
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No.  2)*

ChampionLyte Products, Inc.
(Name of Issuer)

Common Stock, $.001 Par Value
(Title of Class of Securities)

589844109
(CUSIP Number)

U.S. Bancorp Investments, Inc., 800 Nicollet Mall, Minneapolis, Minnesota, 55402
(612) 303-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 30, 2002
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
  Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 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).

  Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
SEC 1746 (11-02)

 

                 
CUSIP NO. 589844109

  1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
U.S. Bancorp Investments, Inc.

  2. Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)   o

     (b)   o

 

  3. SEC Use Only

 

  4. Source of Funds (See Instructions)
 
WC

  5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

o

 

  6. Citizenship or Place of Organization
 
Minnesota

  7.   Sole Voting Power
Number of  
    0
Shares   8.   Shared Voting Power
 
Beneficially       0
   
Owned by Each   9.   Sole Dispositive Power
 
Reporting     0
   
Person   10.   Shared Dispositive Power
 
With     0
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
 
0

  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o

  13. Percent of Class Represented by Amount in Row (11)
 
0%

  14. Type of Reporting Person (See Instructions)
 
BD

2

 

     This Amendment No. 2 amends the statement on Schedule 13D filed by U.S. Bancorp Investments, Inc. with the Securities and Exchange Commission on January 10, 2001, as amended on April 15, 2002. This Amendment supplements and, to the extent inconsistent therewith, amends the information set forth in the Statement.

ITEM 1. SECURITY AND ISSUER.

     This Amendment No. 2 to Statement on Schedule 13D (this “Statement”) relates to the Common Stock, $.001 par value (the “Common Stock”), of ChampionLyte Products, Inc. (formerly Meridian USA Holdings, Inc.) (the “Issuer”). The principal executive offices of the Issuer are located at 1356 N.W. Boca Raton Blvd., Boca Raton, FL 33432.

ITEM 2. IDENTITY AND BACKGROUND.

     This Statement is filed on behalf of U.S. Bancorp Investments, Inc. (“USBII”). USBII is incorporated in the State of Minnesota. The principal business of USBII is acting as a broker-dealer of securities. The address for its principal business as well as its principal office is:

  800 Nicollet Mall
Minneapolis, MN 55402.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     The information previously reported in this Item of the Statement with respect to the source of funds for USBII’s investment in securities of the Issuer is incorporated by reference herein.

ITEM 4. PURPOSE OF TRANSACTION.

     The information previously reported in this Item of the Statement with respect to the purpose of USBII’s investment in securities of the Issuer is incorporated by reference herein.

     Pursuant to a Purchase Agreement, dated September 30, 2002 (the “Purchase Agreement”), by and between USBII and U.S. Bancorp, USBII’s parent holding company (“USB”), USBII transferred 8,230 shares of Series II Convertible Preferred Stock (“Convertible Preferred Stock”) and warrants to purchase 279,580 shares of Common Stock (“Warrants”) to USB. In addition, USB executed an Agreement to be Bound, dated September 30, 2002 (the “Agreement to be Bound”), whereby USB agreed to be bound by certain terms and conditions of the following agreements between USBII and the Issuer: a Securities Purchase Agreement, a Registration Rights Agreement, an Investors Rights Agreement and a Securityholders Agreement.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

  (a)   As of September 30, 2002, USBII no longer is the beneficial owner of any shares of the Issuer’s Common Stock. Accordingly, USBII beneficially owns 0% of the Issuer’s Common Stock.
 
  (b)   USBII has no voting or investment power over any shares of Common Stock.

3

 

  (c)   On September 30, 2002, USBII transferred all of its shares of Convertible Preferred Stock and all of its Warrants to purchase Common Stock to USB. See Item 6 below.
 
  (d)   Not applicable.
 
  (e)   As of September 30, 2002, USBII ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

     The information previously reported in this Item of the Statement with respect to contracts, arrangements, understandings or relationships with respect to securities of the Issuer is incorporated by reference herein. The response to Items 3, 4 and 5 of this Schedule 13D and the Exhibits hereto are also incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

     Exhibit 1.1: Purchase Agreement dated as of September 30, 2002 by and between U.S. Bancorp Investments, Inc. and U.S. Bancorp.

     Exhibit 1.2: Agreement to be Bound dated as of September 30, 2002 by U.S. Bancorp.

     Exhibit 1.3: Notice to ChampionLyte Products, Inc. dated December 17, 2002 from U.S. Bancorp Investments, Inc.

     Exhibit 1.4: Securities Purchase Agreement dated as of June 16, 2000 by and between the Issuer and U.S. Bancorp Investments, Inc. (incorporated by reference from Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

     Exhibit 1.5: Warrant to purchase 698,947 shares of Common Stock, dated as of June 16, 2000, issued to U.S. Bancorp Investments, Inc. (incorporated by reference from Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

     Exhibit 1.6: Articles of Amendment to the Articles of Incorporation to Designate Series II Convertible Preferred Stock of Meridian USA Holdings, Inc. (incorporated by reference from Exhibit 3.1 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

     Exhibit 1.7: Registration Rights Agreement dated as of June 16, 2000 (incorporated by reference from as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

     Exhibit 1.8: Investor Rights Agreement dated as of June 16, 2000 (incorporated by reference from as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

4

 

Exhibit 1.9: Meridian USA Holdings, Inc. Securityholders’ Agreement dated as of June 16, 2000 (incorporated by reference from Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

5

 

SIGNATURES

     After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 9, 2003

   
  U.S. Bancorp Investments, Inc.
 
  By: /s/ David B. Holden
David B. Holden
Its: Senior Vice President

6 EX-1.1 3 c73939cexv1w1.htm EX-1.1 PURCHASE AGREEMENT ChampionLyte Products, Inc.

 

Exhibit 1.1

U.S. Bancorp Investments Inc.

September 30, 2002

U.S. Bancorp
800 Nicollet Mall
Minneapolis, MN 55402

     
Re:
 
 
 		   Purchase of Series II Convertible Preferred Stock (the “Preferred Stock”) and
warrants to purchase shares of Common Stock (the “Warrants,” and together with
the Preferred Stock, the “Securities”) of ChampionLyte Products, Inc.
(“ChampionLyte”)

Gentlemen:

     You have previously agreed to a transaction (the “Preferred Stock Sale”) in which U.S. Bancorp Investments, Inc. (“USBII”) will transfer all of its shares of the Preferred Stock and all of its Warrants to U.S. Bancorp (the “Purchaser”) for good and adequate consideration, the adequacy of which is hereby acknowledged by USBII.

     With respect to the Preferred Stock Sale, and as a condition to its consummation, USBII and Purchaser agree as follows:

     1.     Representations and Warranties of Purchaser. In connection with the sale and transfer of the Securities, Purchaser represents and warrants to USBII that Purchaser:

       (a) is in a financial position to hold the Securities for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Purchaser’s investment in the Securities;

       (b) believes that Purchaser, either alone or with the assistance of Purchaser’s own professional advisor, has such knowledge and experience in financial and business matters that Purchaser is capable of reading and interpreting financial statements and evaluating the merits and risks of the investment in the Securities and has the net worth to undertake those risks;

       (c) has obtained, to the extent Purchaser deems necessary, Purchaser’s own professional advice with respect to the risks inherent in the investment in the Securities, and the suitability of an investment in the Securities in light of Purchaser’s financial condition and investment needs;

       (d) believes that an investment in the Securities is suitable for the Purchaser based upon Purchaser’s investment objectives and financial needs, and Purchaser has adequate means for providing for Purchaser’s current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Securities;

 

 

       (e) has received and thoroughly reviewed copies of all of ChampionLyte’s periodic reports, proxy statements and other filings with the Securities and Exchange Commission and such press releases and other materials as Purchaser has deemed appropriate;

       (f) recognizes that an investment in the Securities involves a high degree of risk, including, but not limited to, the risk of economic losses from operations of ChampionLyte;

       (g) has been advised that the Securities are (and will continue to be following consummation of the Preferred Stock Sale) “restricted securities,” as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), and has consulted with Purchaser’s legal advisors to the extent Purchaser has deemed appropriate as to the implications of this fact;

       (h) has been advised that USBII is selling the Securities in the Preferred Stock Sale pursuant to exemptions from the registration requirements of applicable federal and state securities laws and that USBII’s reliance upon such exemptions is predicated in part on Purchaser’s representations herein;

       (i) Purchaser is purchasing the Securities for Purchaser’s own account and for investment and not with a view to distribution of the Securities, that the Purchaser has made no agreement with others regarding any of the Securities and that the Purchaser’s financial condition is such that it is not likely that it will be necessary to dispose of any of the Securities in the foreseeable future (Purchaser is aware that, in the view of the Securities and Exchange Commission, a purchase of the Securities with an intent to distribute by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Securities and for which the Securities were pledged, would represent an intent inconsistent with the representations set forth above);

       (j) realizes that (i) the purchase of the Securities is a long-term investment; (ii) Purchaser must bear the economic risk of investment for an indefinite period of time because the Securities will be “restricted securities” and are therefore subject to restrictions on resale; (iii) Purchaser may not be able to liquidate its investment in the event of an emergency or pledge any of the Securities as collateral for loans; and (iv) the transferability of the Securities is restricted and legends will be placed on the certificates representing the Securities referring to the applicable restrictions on transferability;

       (k) is domiciled in and received the offer and made the decision to invest in the Securities at the address set forth above and that the Securities are being purchased by Purchaser in the Purchaser’s name solely for Purchaser’s own beneficial interest and not as a nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer to, any other person, trust or organization;

2

 

       (l) qualifies as an “accredited investor,” as that term is used in Regulation D promulgated under the Securities Act; and

       (m) has been represented by legal counsel representing Purchaser’s interests to the extent Purchaser has deemed appropriate.

     2.     ChampionLyte Agreements. USBII is a party to the following agreements with ChampionLyte that grant it certain rights and impose certain obligations on it: (i) Securities Purchase Agreement dated as of June 16, 2000 (the “SPA”), (ii) Registration Rights Agreement dated as of June 16, 2000 (the “RRA”)), (iii) Investor Rights Agreement dated as of June 16, 2000 (the “IRA”) and (iv) Securityholders’ Agreement dated as of June 16, 2000 (the “SHA” and, together with the SPA, the RRA and the IRA, the “Agreements”). With respect to the Agreements:

       (a) Purchaser represents and warrants to USBII that it has reviewed each Agreement and has consulted with its legal advisors to the extent it has deemed appropriate with respect to those Agreements;

       (b) the parties agree that USBII shall provide a notice to ChampionLyte with respect to the Agreements in substantially the form of Exhibit A; and

       (c) Purchaser agrees to execute and deliver to USBII for delivery to ChampionLyte an agreement to be bound in substantially the form of Exhibit B.

     To indicate your agreement to the foregoing, please sign below and return a copy to us.

     
 
 
 
 
 
 
 
 
 		   Sincerely,
 
U.S. Bancorp Investments, Inc.
 
 
By: /s/ David B. Holden
Name: David B. Holden
Title: Senior Vice President

Agreed and accepted as of
this 30th day of September, 2002

U.S. Bancorp

By: /s/ Laura F. Bednarski

Name: Laura F. Bednarski
Title: Vice President

3 EX-1.2 4 c73939cexv1w2.htm EX-1.2 AGREEMENT TO BE BOUND ChampionLyte Products, Inc.

 

Exhibit 1.2

CHAMPIONLYTE PRODUCTS, INC.

AGREEMENT TO BE BOUND

     In connection with a transfer of shares of Series II Convertible Preferred Stock (the “Preferred Stock”) and warrants to purchase shares of Common Stock (the “Warrants,” and together with the Preferred Stock, the “Securities”) of ChampionLyte Products, Inc., a Florida corporation (the “Company”), from U.S. Bancorp Investments, Inc. (“USBII”) to the undersigned, the undersigned:

     (a)  represents and warrants to the Company that the undersigned qualifies as an “accredited investor,” as that term is used in Regulation D promulgated under the Securities Act of 1933, as amended; and

     (b)  agrees with the Company:

       (i) to take and hold the Securities subject to the provisions and upon the conditions specified in Article 7 of the SPA and the Other Agreements (as defined in the SPA), as applicable, as required by Section 7.1 of the SPA in connection with USBII’s transfer of the Securities;

       (ii) to assume the obligations of USBII under, and agrees to be bound by the terms of, the RRA, as required by Section 5.5.1 of the RRA in connection with a transfer of USBII’s rights thereunder;

       (iii) to be bound by the provisions of the IRA, as required by Section 4.2 of the IRA in connection with a transfer of USBII’s rights thereunder; and

       (iv) to be bound by the provisions of the SHA, as required by Section 6 of the SHA in connection with a transfer of USBII’s rights thereunder.

              This Agreement to Be Bound shall be effective as of September 30, 2002.

     
 
 
 
 
 
 
 		   U.S. Bancorp
 
 
By: /s/ Laura F. Bednarski
Name: Laura F. Bednarski
Title: Vice President

EX-1.3 5 c73939cexv1w3.htm EX-1.3 NOTICE FROM U.S. BANCORP ChampionLyte Products, Inc.

 

Exhibit 1.3

U.S. Bancorp Investments, Inc.

December 17, 2002

ChampionLyte Products, Inc.
1356 N.W. Boca Raton Blvd.
Boca Raton, Florida 33432

     Re:    Series II Convertible Preferred Stock and Related Agreements

Ladies and Gentlemen:

     We are writing to inform you that, effective as of September 30, 2002, we have sold all of our shares of Series II Convertible Preferred Stock (the “Preferred Stock”) and all of our warrants to purchase shares of Common Stock (the “Warrants,” and together with the Preferred Stock, the “Securities”) to U.S. Bancorp (the “Purchaser”).

     The stock certificate representing the Preferred Stock and the Warrants have been delivered to you together with this letter. We request that you issue (i) a new certificate to the Purchaser representing the Preferred Stock and (ii) a new warrant to the Purchaser representing the Warrants and deliver those certificates and Warrants to the following address: U.S. Bancorp, 800 Nicollet Mall, BC-MN-H18T, Minneapolis, Minnesota, 55402, Attn: Lawrence M. Backes.

     As you know, we are party to the following agreements with ChampionLyte that relate to the Preferred Stock: (i) Securities Purchase Agreement dated as of June 16, 2000 (the “SPA”), (ii) Registration Rights Agreement dated as of June 16, 2000 (the “RRA”)), (iii) Investor Rights Agreement dated as of June 16, 2000 (the “IRA”) and (iv) Securityholders’ Agreement dated as of June 16, 2000 (the “SHA”). With respect to these agreements, we have received the attached Agreement to Be Bound from the Purchaser pursuant to which:

       (a) the Purchaser has represented that it is an “accredited investor”;

       (b) the Purchaser has agreed in writing to take and hold the Securities subject to the provisions and upon the conditions specified in Article 7 of the SPA and the Other Agreements (as defined in the SPA), as applicable, as required by Section 7.1 of the SPA in connection with our transfer of the Securities to the Purchaser;

       (c) the Purchaser has agreed in writing to assume the obligations of USB under, and be bound by the terms of, the RRA, as required by Section 5.5.1 of the RRA in connection with a transfer of our rights thereunder;

       (d) the Purchaser has agreed in writing to be bound by the provisions of the IRA, as required by Section 4.2 of the IRA in connection with a transfer of our rights thereunder; and

       (e) the Purchaser has agreed in writing to be bound by the provisions of the SHA, as required by Section 6 of the SHA in connection with a transfer of our rights thereunder.

*****

     If you have any questions regarding the foregoing, please contact Lawrence M. Backes at (612) 303-4130.

     
 
 
 
 
 
 
 		   U.S. Bancorp Investments, Inc.
 
 
By: /s/ David B. Holden
Name: David B. Holden
Title: Senior Vice President

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