-----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, Q1j95Oblii2B04qxBQlS/ArEqKhnsMT/ZnyzcefVbN93kFgcr1Nk9uHWtg50tTvE BigAsToJDYkyTwvKYJnFKA== 0001015402-02-000507.txt : 20020414 0001015402-02-000507.hdr.sgml : 20020414 ACCESSION NUMBER: 0001015402-02-000507 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COTE RHEAL CENTRAL INDEX KEY: 0001166379 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 4015 PALMAIRE DRIVE WEST STREET 2: SUITE 1002 CITY: POMPANO BEACH STATE: FL ZIP: 33069 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SLW ENTERPRISES INC CENTRAL INDEX KEY: 0001112424 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 912022980 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61763 FILM NUMBER: 02547928 BUSINESS ADDRESS: STREET 1: SUITE 210, 580 HORNBY STREET STREET 2: VANCOUVER, BC V6C, 3B6, CANADA BUSINESS PHONE: 6046876991 MAIL ADDRESS: STREET 1: SUITE 210, 580 HORNBY STREET STREET 2: VANCOUVER, BC V6C, 3B6, CANADA SC 13D 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Initial Filing)* SLW ENTERPRISES INC. -------------------------- (Name of Issuer) Common Stock, Par Value $0.0001 Per Share ----------------------------------------- (Title of Class of Securities) 78443T 10 7 ------------------ (CUSIP Number) Rheal Cote 4015 Palm-Aire Drive West, #1002 Pompano Beach, FL 33069 954.973.1920 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 1, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Section 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 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 purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "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). INITIAL FILING OF SCHEDULE 13D - --------------------- -------------- CUSIP No. 78443T 10 1 Page 2 of 4 - --------------------- -------------- ================================================================================ (1) NAME OF REPORTING PERSON - I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rheal Cote - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Canada - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (7) SOLE VOTING POWER 1,600,000 (8) SHARED VOTING POWER 0 (9) SOLE DISPOSITIVE POWER 1,600,000 (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,600,000 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 61.54% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! INITIAL FILING OF SCHEDULE 13D - --------------------- -------------- CUSIP No. 78443T 10 1 Page 3 of 4 - --------------------- -------------- ITEM 1. SECURITY AND ISSUER. The title and class of securities to which this Schedule 13D relates is the shares of common stock, par value $0.0001 per share, of SLW Enterprises Inc., a Washington corporation (the "Issuer"). The address of the principal executive office of the Issuer is Suite 210, 580 Hornby Street, Vancouver, British Columbia, Canada V6C 3B6. ITEM 2. IDENTITY AND BACKGROUND. (a) The name of the Reporting Person is Rheal Cote. (b) The Reporting Person's principal address is 4015 Palmaire Drive West, #1002, Pompano Beach, Florida 33069. (c) The Reporting Person is a private investor and entrepreneur and is currently not employed by anyone. (d) The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years. (e) In the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction which resulted in such person being 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) The Reporting Person is a citizen of Canada. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On February 1, 2002, a Stock Purchase Agreement (the "Agreement") was executed between Rheal Cote and Suzanne Wood for the purchase and sale of 1,600,000 shares of common stock of the Issuer. The Agreement is expected to close on or about February 19, 2002 (the "Closing"). Mr. Cote agreed to pay a purchase price of $139,500, from his personal funds, to Suzanne Wood and further agreed to pay $52,500, from his personal funds, to the Issuer for the purpose of paying all amounts due and owing from the Issuer to Ms. Wood. ITEM 4. PURPOSE OF TRANSACTION. The purpose of acquiring a controlling interest in the Issuer by Mr. Cote is to enable him to acquire and continue implementing the current business plan of the Issuer, which is to market and distribute vitamins and supplements through the Internet, and to facilitate the acquisition by the Issuer of HiEnergy Microdevices, Inc. ("HiEnergy"), a Delaware corporation in the business of developing and eventually marketing a proprietary remote detection technology used for security purposes. Upon Closing, Mr. Cote will be appointed director of the Issuer. He intends to represent the Issuer with respect to the acquisition of HiEnergy, as contemplated in a preliminary letter of intent, which is attached hereto as an exhibit, executed between Mr. Cote, individually, and HiEnergy dated January 24, 2002. The transaction is contemplated to be a reverse triangular merger (the "Merger") whereby a wholly owned subsidiary of the Issuer will merge with and into HiEnergy and the Issuer will issue stock to the shareholders of HiEnergy in exchange for their HiEnergy stock. Prior to the closing of the Merger, Mr. Cote, as a director of the Issuer, plans to approve the issuance of common stock by the Issuer to its existing shareholders in connection with a stock dividend. In anticipation of the merger, Mr. Cote also plans to approve the issuance of up to 1,500,000 shares of common stock at a $1.00 per share pursuant to a private placement offering by the Issuer to accredited investors. - --------------------- -------------- CUSIP No. 78443T 10 1 13D Page 4 of 4 - --------------------- -------------- The Merger is intended to result in a reverse acquisition whereby HiEnergy shareholders will receive a controlling interest in the Issuer of approximately 70.5% of its issued and outstanding common stock based on a capitalization of 26,000,000 shares. In connection with that objective, Mr. Cote has agreed to relinquish his control position in the Issuer subject to the closing of the business combination between the Issuer and HiEnergy by resigning as a director and surrendering to the Issuer all but 300,000 shares of the common stock he is purchasing through the Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of the Closing, Mr. Cote will be acquiring 1,600,000 shares of common stock of the Issuer, or 61.54% of the issued and outstanding shares of common stock of the Issuer. He will have sole power to vote and dispose of the 1,600,000 shares of common stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Number Name - ------- ---- 2 Letter of intent between Rheal Cote and HiEnergy Microdevices, Inc. dated January 24, 2002 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 13, 2002 - --------------------------------- Rheal Cote, individually EX-2 3 doc2.txt RHEAL COTE 4015 Palm-Aire Drive West, #1002 Pompano Beach, FL 33069 Tel: 954.973.1920 Fax: 954.973.9650 January 24, 2002 HiEnergy Microdevices, Inc. 10 Mauchly Drive Irvine, CA 92618 Attention: Keith Cowan, President & CEO Re: Proposed purchase of the stock of HiEnergy Microdevices, Inc. Dear Mr. Cowan: This letter is intended to set forth our agreement and intentions with respect to the proposed acquisition by what we term "Newco," a publicly traded corporation listed on the NASD's Over-the-Counter Bulletin Board ("OTC BB") to be named later, of all of the stock (the "Stock) of HiEnergy Microdevices, Inc., a corporation incorporated pursuant to the laws of the State of Delaware (hereinafter referred to as the "Vendor"). In anticipation of the business combination, we have identified and tentatively negotiated for a suitable company qualified as set forth above and that meets the registrant requirements set forth in Section IA of the General Instructions for use of Form S-3 under the United States Federal Securities Act of 1933 (the "Registrant Requirements"). The parties agree that the terms shall be subject to a definitive Agreement and Plan of Reorganization (the "Agreement") between Newco and the Vendor which shall include those provisions customarily found in such an agreement, including without limitation, the following provisions: 1. Subject to the terms and conditions of the Agreement, Newco shall agree to acquire the entire business of Vendor through a business combination transaction at 12:00 p.m., no later than on the 30th day following the full execution of this agreement, (and subject only to any delays caused by the attorneys for HiEnergy) or such other date, time and place as the parties shall agree to in writing (the "Closing Date"). Funds raised through a private placement offering conducted by Newco shall be placed into escrow with a HiEnergy Microdevices, Inc. Page 2 of 5 mutually acceptable escrow agent pursuant to a mutually acceptable escrow agreement within 20 days after the acceptance of this binding memorandum of agreement. Newco shall issue common stock to the private placement investors and funds shall be released from escrow only upon consummation of the business combination between Newco and Vendor. 2. The closing of the Agreement shall be contingent on Newco complying with the following conditions (the "Closing Conditions"): (a) the sum of USD $1,000,000 shall be raised through a private placement offering by Newco and held in escrow within 20 days from the execution of this Letter of Intent and shall be paid to Newco subject to the consummation of the business combination between Newco and Vendor pursuant to the Agreement; (b) the sum of USD $50,000, which shall be paid to the Vendor at the time of execution of this letter and which shall be a non-refundable deposit retained by Vendor in the event the Closing Date does not occur; and (c) a certificate for common shares in Newco, in the name of the Vendor or such name as the Vendor shall direct in writing, representing 73.5% of the issued and outstanding capital of Newco as of the Closing Date. Vendor shall be entitled to reasonably object to the particular Newco purchased for the purpose of performance under this agreement, provided such objection shall be made no later than ten days after the name and corporate information is provided to Vendor. For certainty of control, as of the Closing Date, the last member of the Board of Directors of Newco will appoint persons designated by Vendor to the Board, and offer his or her resignation. Vendor shall be in complete control of Newco, including the officers and Board of Directors, on the Closing Date. Further, it is agreed by the parties that at no time subsequent to the Closing Date shall the Vendor have less than a majority of the issued and outstanding capital of the Purchaser unless agreed to in writing by the Vendor. From the proceeds of the $1,000,000 tendered on the Closing Date, the $50,000 down payment shall be returned to Mr. Rheal Cote, and if, for any reason, there is no Closing, the $50,000 shall not be returned, and shall be considered an investment of $50,000 based upon a total capitalization of $3,000,000 of Vendor. It is further agreed that such investment qualifies as a transaction exempt from applicable federal and state securities registration laws because Mr. Cote represents to the Vendor that he is an "accredited investor" as that term is defined in Regulation D promulgated under the Securities Act of 1933, and that no regulatory applications for approval thereof shall be required to be submitted by the Vendor. HiEnergy Microdevices, Inc. Page 3 of 5 3. The Vendor and Newco shall each make such representations and warranties in the Agreement as are reasonable and customary for agreements in which substantially all of the assets of one entity are acquired in exchange for a significant amount of the equity of the acquiring entity. Included in such representations and warranties shall be representations concerning title to the Assets and the stock of Newco to be issued; compliance by Vendor and Newco with all statutes, by-laws, regulations, orders, covenants, or restrictions of all federal, state, or local authorities applicable to the business; and possession of the legal authority to consummate the transactions. As a part of the due diligence to be conducted by each party in advance of the Closing Date, each party hereby agrees to give to the other, the other's counsel, the other's auditors and other representatives, full access during normal business hours to all locations where business is conducted or the Assets are located and to all relevant books and records. In addition, Vendor and Newco agree to promptly advise the other in writing of any material change in the condition, financial or otherwise, of its assets, its liabilities, or the Purchaser or Vendor. The due diligence conducted by either side may result in enhancements to the representations and warranties typically associated with a transaction of this type. 4. The Agreement shall contain standard pre-closing covenants, including the following mutual covenants that, during the period after the execution of the Agreement and up to and including the Closing Date (the "Interim Period"), neither party shall: - sell or agree to sell or otherwise dispose of any of its assets, save and except for those assets as may be disposed of by the Vendor in the normal course of its management and operation of the business during the Interim Period; - acquire or agree to acquire additional assets, except those incidental assets as may be required in connection with it's ongoing management of the business during the Interim Period; and - indemnify the other for any reasonable claims made by customers of the business for deficiencies in finished goods supplied to them, provided that such indemnity shall only extend to such claims which are actually made by such customers. 5. The Agreement shall contain the following covenants of the Vendor wherein the Vendor shall covenant that, on the Closing Date, it shall: - deliver to Newco all necessary deeds, conveyances, bills of sale and other documents necessary or reasonably required to transfer effectively to Newco all of the Vendor's right, title and interest in the Assets; - deliver possession of the Assets to Newco free and clear of any encumbrances; - deliver all original books, records, documents, files and other data, however recorded, relating to the assets; and HiEnergy Microdevices, Inc. Page 4 of 5 - furnish Newco with a certificate confirming that, to the best of the Vendor's knowledge and belief, the representations and warranties of the Vendor contained in the Agreement are true as of the Closing Date and that the Vendor has complied with its covenants contained in the Agreement. 6. The Agreement shall contain the following covenants of Newco, wherein Newco shall covenant that, on the Closing Date, it shall: - deliver to the Vendor the stock certificate representing the interest in Newco to be acquired by the Vendor; - have $1,000,000 in private placement funds held in escrow to be released to Newco on the Closing Date; - have a positive net worth; - have no liabilities, contingent or otherwise, other than those set forth on the financial statements of Newco provided previously to Vendor; - be in compliance with all reporting obligations applicable to it including the Registrant Requirements; - execute all documents delivered pursuant to the Agreement which require execution by Newco; and - furnish the Vendor with a certificate confirming that, to the best of Newco's knowledge and belief, the representations and warranties contained in the Agreement are true as of the Closing Date and that Newco has complied with the covenants contained in the Agreement. 7. The representations, warranties, covenants and agreements contained in the Agreement, and in any schedule thereto and in any documents to be executed and delivered in connection with the completion of the transaction shall survive closing and shall continue in full force and effect indefinitely. 8. The parties hereto agree to finalize, execute and deliver the final Agreement to conform with this agreement, within twenty (20) days of the execution of this letter of intent or such other later date or time as may be required by the Vendor, and the parties shall agree in writing. 9. The Vendor hereby agrees that as of the date of acceptance of this letter and until February 28, 2002, the Vendor will not solicit, consider or accept any other offers to purchase any or all of the Assets or stock of the vendor. HiEnergy Microdevices, Inc. Page 5 of 5 This agreement may be signed in counterparts, and facsimile signatures may be used as originals. Modifications to this agreement shall be signed by the parties to be charged. If the foregoing is in accordance with your understanding, please execute the attached copy of this letter and return it to the undersigned at your earliest convenience. Very truly yours, /s/ Rheal Cote - ------------------------------------ Rheal Cote Iindividually and on behalf of Newco The above mentioned terms are hereby accepted and agreed to as the date first written above. HiEnergy Microdevices, Inc. Per: /s/ Keith Cowan -------------------------------- Keith Cowan President & CEO -----END PRIVACY-ENHANCED MESSAGE-----