-----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, UtaHGqGojYmx2Nc26AShr8nCLBX3Ui9Zo3JCPLC4qyuKw8vCEu/l1w6w1wJwxLfG YNqNejh6LzQ6drfvcEq8kw== 0001015402-02-000745.txt : 20020415 0001015402-02-000745.hdr.sgml : 20020415 ACCESSION NUMBER: 0001015402-02-000745 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020307 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: 02569755 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALTER BARRY CENTRAL INDEX KEY: 0001168212 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 488 MELROSE AVE CITY: TORONTO M5M 2A2 STATE: A6 ZIP: 00000 BUSINESS PHONE: 4167829169 MAIL ADDRESS: STREET 1: 488 MELROSE AVE CITY: TORONTO M5M 2A2 STATE: A6 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ATTER BARRY DATE OF NAME CHANGE: 20020225 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) Barry Alter 488 Melrose Avenue Toronto, Ontario M5M 2A2 CANADA 416.782.9169 -------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 22, 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) Barry Alter - -------------------------------------------------------------------------------- (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 1,542,500 (8) SHARED VOTING POWER 0 (9) SOLE DISPOSITIVE POWER 1,542,500 (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,542,500 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.62% - -------------------------------------------------------------------------------- (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 are 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 4015 Palm-Aire Drive West, #1002, Pompano Beach, Florida, 33069. ITEM 2. IDENTITY AND BACKGROUND. (a) The name of the Reporting Person is Barry Alter. (b) The Reporting Person's principal address is 488 Melrose Avenue, Toronto, Ontario M5M 2A2 CANADA. (c) The Reporting Person is a director and sole officer of the Issuer. (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 22, 2002, Mr. Alter purchased 250,000 shares of common stock of the Issuer for a total of $27,675 from his personal funds. On March 4, 2002, the Issuer issued an additional 1,292,500 shares of common stock to Mr. Alter in connection with a 6.17-for-1 stock dividend. ITEM 4. PURPOSE OF TRANSACTION. Mr. Alter has been appointed a Director and President, Secretary and Treasurer of the Issuer. Mr. Alter has purchased the Issuer's common stock to obtain an ownership position in the Issuer as the Issuer (i) continues to implement its current business plan to conduct market research to assess the market for distribution of vitamins, minerals and supplements in a defined territory through the Internet, and (ii) seeks to fulfill its obligations under a letter of intent, dated January 24, 2002, executed between Mr. Rheal Cote and HiEnergy Microdevices, Inc. ("HiEnergy") to effect the Issuer's acquisition of HiEnergy, a Delaware corporation in the business of developing a proprietary remote detection technology used for security and industrial control purposes, which it intends to eventually bring to market. INITIAL FILING OF SCHEDULE 13D - ---------------------- -------------- CUSIP No. 78443T 10 1 Page 4 of 4 - ---------------------- -------------- The letter of intent contemplated that the acquisition of HiEnergy would be conducted through a reverse triangular merger (the "Merger") whereby a wholly owned subsidiary of the Company would merge with and into HiEnergy and the Company would issue its common stock to the shareholders of HiEnergy in exchange for all of the outstanding common stock of HiEnergy. Since execution of the letter of intent, uncertainty has developed as to the ability to consummate the contemplated Merger in compliance with an exemption from the registration requirement of the Securities Act of 1933, as amended. The parties are currently discussing alternative transaction structures to effect the business combination. In connection with the anticipated acquisition of HiEnergy, the parties have agreed that the current shareholders of HiEnergy will receive a controlling interest in the Company equal to 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 plans to relinquish his control position in the Company subject to the taking effect of the business combination between the Company and HiEnergy by resigning as a director and surrendering to the Company all but 300,000 shares of the common stock of the Company that he holds. Mr. Alter plans to resign as President, Secretary and Treasurer of the Company but intends to continue serving as a Director. The Issuer is currently conducting a 6.17-for-1 stock dividend to its shareholders of record as of March 4, 2002. In connection with the business combination, the Issuer also plans to issue up to 1,500,000 shares of common stock (on a post stock dividend basis) at $1.00 per share in connection with a private placement offering by the Issuer to accredited investors. The closing of the private placement offering will be contingent upon the closing of the business combination between the Company and HiEergy. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Mr. Alter has acquired 1,542,500 shares of common stock of the Issuer, or 9.62% of the issued and outstanding shares of common stock of the Issuer. He has sole power to vote and dispose of the 1,542,500 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. None. 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: March 7, 2002 /s/ Barry Alter - ------------------------------------ Barry Alter, individually -----END PRIVACY-ENHANCED MESSAGE-----