0001144204-16-078463.txt : 20160202 0001144204-16-078463.hdr.sgml : 20160202 20160202154406 ACCESSION NUMBER: 0001144204-16-078463 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160202 DATE AS OF CHANGE: 20160202 GROUP MEMBERS: CARL MARKS IB LLC GROUP MEMBERS: MARTIN LIZT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL BARRIER TECHNOLOGY INC CENTRAL INDEX KEY: 0000890543 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80012 FILM NUMBER: 161380728 BUSINESS ADDRESS: STREET 1: 510 4TH STREET NORTH CITY: WATKINS STATE: MN ZIP: 55389-0379 BUSINESS PHONE: (800) 638-4570 MAIL ADDRESS: STREET 1: 510 4TH STREET NORTH CITY: WATKINS STATE: MN ZIP: 55389-0379 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL BARRIER TECHNOLOGY INC/ DATE OF NAME CHANGE: 20010605 FORMER COMPANY: FORMER CONFORMED NAME: BARRIER TECHNOLOGY INC DATE OF NAME CHANGE: 19940309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Carl Marks & Co. Inc. CENTRAL INDEX KEY: 0001289682 IRS NUMBER: 133146265 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-909-8400 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 v430365_sc13ga.htm FORM SC 13G/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

International Barrier Technology Inc.

(Name of Issuer)

 

Common Shares

(Title of Class of Securities)

 

458968104

(CUSIP Number)

 

January 31, 2016

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
  
xRule 13d-1(c)
  
¨Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

CUSIP No. 458968104

  Page 2 of 16 pages

SCHEDULE 13G/A

 



1

NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Carl Marks & Co. Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨
(b) x

  

3

SEC USE ONLY

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 



NUMBER OF
5

SOLE VOTING POWER

 

1,489,471 shares

 

SHARES
BENEFICIALLY
OWNED
6

SHARED VOTING POWER

 

4,187,000 shares

 

BY EACH
REPORTING
7

SOLE DISPOSITIVE POWER

 

1,489,471 shares

 

PERSON
WITH
8

SHARED DISPOSITIVE POWER

 

4,187,000 shares

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,489,471 shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* x

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.77%

 

12

TYPE OF REPORTING PERSON*

 

CO

 

       

 

 

*SEE INSTRUCTION BEFORE FILLING OUT!

 

Page 2 of 16 pages

CUSIP No. 458968104

  Page 3 of 16 pages

SCHEDULE 13G/A

  



1

NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Carl Marks IB LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

   (b) x

 

3

SEC USE ONLY

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 



NUMBER OF
5

SOLE VOTING POWER

 

4,187,000 shares

 

SHARES
BENEFICIALLY
OWNED
6

SHARED VOTING POWER

 

1,489,471 shares

 

BY EACH
REPORTING
7

SOLE DISPOSITIVE POWER

 

4,187,000 shares

 

PERSON
WITH
8

SHARED DISPOSITIVE POWER

 

1,489,471 shares

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,187,000 shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* x

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.80%

 

12

TYPE OF REPORTING PERSON*

 

00

 

       

 

 Page 3 of 16 pages

CUSIP No. 458968104

  Page 4 of 16 pages

SCHEDULE 13G/A

 



1

NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Martin Lizt

  

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ¨
(b) x

  

3

SEC USE ONLY

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 



NUMBER OF
5

SOLE VOTING POWER

 

869,224 shares

 

SHARES
BENEFICIALLY
OWNED
6

SHARED VOTING POWER

 

0 shares

 

BY EACH
REPORTING
7

SOLE DISPOSITIVE POWER

 

869,224 shares

 

PERSON
WITH
8

SHARED DISPOSITIVE POWER

 

0 shares

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

869,224 shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.62%

 

12

TYPE OF REPORTING PERSON*

 

IN

 

       

 

 Page 4 of 16 pages

CUSIP No. 458968104

  Page 5 of 16 pages

 SCHEDULE 13G/A

 

Preliminary Note

 

This Combined Statement is being filed on behalf of Carl Marks & Co. Inc., Carl Marks IB LLC and Martin Lizt. Each of the Reporting Persons states that it or he, as the case may be, is included in this Schedule 13G solely for the purpose of presenting information with respect to its or his ownership of the Common Shares and disclaims any knowledge, except as expressly set forth herein, as to any statement made herein on behalf of any other Reporting Person. Each of Carl Marks & Co. Inc. and Carl Marks IB LLC disclaims any beneficial ownership of Common Shares owned by Martin Lizt; and Martin Lizt disclaims any beneficial ownership of Common Shares owned by Carl Marks & Co. Inc. and Carl Marks IB LLC. Carl Marks & Co. Inc., Carl Marks IB LLC and Martin Lizt have filed this Schedule 13G as Reporting Persons in the event they are collectively deemed to be a “group” within the meaning of Section 13(g)(3) of the Securities Exchange Act of 1934, as amended.

 

Item 1.

 

(a)Name of Issuer:

 

International Barrier Technology Inc.

 

(b)Address of Issuer’s Principal Executive Offices:

 


510 4th Street North
Watkins, Minnesota 55389

 

Item 2.

 

(a)Name of Persons Filing:

 

Carl Marks IB LLC, Carl Marks & Co. Inc. and Martin Lizt.

 

(b)Address of Principal Business Office or, if none, Residence:

 


The principal business office of each of Carl Marks & Co. Inc. and Carl Marks IB LLC is:

900 Third Avenue

33rd Floor

New York, NY 10022

The home address of Martin Lizt is:

 

22 East Alford Road

West Stockbridge, MA 01266

 

 Page 5 of 16 pages

CUSIP No. 458968104

  Page 6 of 16 pages

SCHEDULE 13G/A

(c) Citizenship:

 

Carl Marks & Co. Inc: New York
Carl Marks IB LLC: Delaware
Martin Lizt: United States of America

 

(d) Title of Class of Securities:

 

Common Shares, without par value

 

(e) CUSIP Number:

 

458968104

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), or (c), check whether the person filing is a:

 

Not applicable

 

(a)¨ Broker or Dealer registered under Section 15 of the Act;

 

(b)¨ Bank as defined in section 3(a)(6) of the Act;

 

(c)¨ Insurance Company as defined in section 3(a)(19) of the Act;

 

(d)¨ An Investment Company registered under section 8 of the Investment Company Act;

 

(e)¨ An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)¨ An Employee Benefit Plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)¨ A Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. § 1813);

 

(i)¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

  

 Page 6 of 16 pages

CUSIP No. 458968104

  Page 7 of 16 pages

SCHEDULE 13G/A

 

Item 4. Ownership

 

a. Amount beneficially owned: 6,545,695
  (i) Carl Marks & Co. Inc. 1,489,471
  (ii) Carl Marks IB LLC 4,187,000
  (iii) Martin Lizt 869,224
b. Percent of class:  12.19%  
c. Number of shares:  
  (i) Sole power to vote or direct vote:  
    Carl Marks & Co. Inc. 1,489,471
    Carl Marks IB LLC 4,187,000
    Martin Lizt 869,224
  (ii) Shared Power to vote or direct vote:
    Carl Marks & Co. Inc. 4,187,000
    Carl Marks IB LLC 1,489,471
    Martin Lizt 0
  (iii) Sole power to dispose or to direct disposition of:
    Same response as (c)(i) above.
  (iv) Shared power to dispose or direct the disposition of:
    Same response as (c)(ii) above.  

 

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

  

 Page 7 of 16 pages

CUSIP No. 458968104

  Page 8 of 16 pages

SCHEDULE 13G/A

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable

 

Item 9. Notice of Dissolution of Group.

 

Not applicable

 

Item 10. Certification.

 

See attached certifications.

 

 Page 8 of 16 pages

CUSIP No. 458968104

  Page 9 of 16 pages

SCHEDULE 13G/A

 

CERTIFICATION

 

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Dated:  February 2, 2016 Carl Marks & Co. Inc.  
       
       
  By: /s/ David Shnitkin  
  Name: David Shnitkin  
  Title: Controller  

 

 Page 9 of 16 pages

CUSIP No. 458968104

  Page 10 of 16 pages

SCHEDULE 13G/A

 

CERTIFICATION

 

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Dated:  February 2, 2016 CARL MARKS IB LLC  
       
  By: Carl Marks & Co. L.P.  
    Its Manager  
       
  By: Carl Marks & Co. LLC  
    Its General Partner  
       
  By: /s/ Robert A. Speer  
  Name: Robert A. Speer  
  Title: Secretary  

 

 Page 10 of 16 pages

CUSIP No. 458968104

  Page 11 of 16 pages

SCHEDULE 13G/A

 

CERTIFICATION

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Dated:  February 2, 2016 By: /s/ Martin Lizt  
    Martin Lizt  

  

 Page 11 of 16 pages

CUSIP No. 458968104

  Page 12 of 16 pages

SCHEDULE 13G/A

 

Exhibits

 

A.Joint Filing Statement

 

See Exhibit A on page 16.

 

 Page 12 of 16 pages

CUSIP No. 458968104

  Page 13 of 16 pages

SCHEDULE 13G/A

 

Signature

 

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:  February 2, 2016 CARL MARKS & CO. INC.  
       
       
  By: /s/ David Shnitkin  
  Name: David Shnitkin  
  Title: Controller  

 

 Page 13 of 16 pages

CUSIP No. 458968104

  Page 14 of 16 pages

SCHEDULE 13G/A

 

Signature

 

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:  February 2, 2016 CARL MARKS IB LLC  
       
  By: Carl Marks & Co. L.P.  
    Its Manager  
       
  By: Carl Marks & Co. LLC  
    Its General Partner  
       
  By: /s/ Robert A. Speer  
  Name: Robert A. Speer  
  Title: Secretary  

 

 Page 14 of 16 pages

CUSIP No. 458968104

  Page 15 of 16 pages

SCHEDULE 13G/A

 

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:  February 2, 2016 By: /s/ Martin Lizt  
    Martin Lizt  

 

 Page 15 of 16 pages

CUSIP No. 458968104

  Page 16 of 16 pages

SCHEDULE 13G/A

 

EXHIBIT A - JOINT FILING STATEMENT

 

Pursuant to Rule 13d-1(k)(1), we, the undersigned, hereby express our agreement that the Schedule 13G for International Barrier Group Inc. is filed on behalf of each of us. This agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

Dated:  February 2, 2016 Carl Marks & Co. Inc.  
       
       
  By: /s/ David Shnitkin  
  Name: David Shnitkin  
  Title: Corporate Controller  
       
  CARL MARKS IB LLC  
       
  By: Carl Marks & Co. L.P.  
    Its Manager  
       
  By: Carl Marks & Co. LLC  
    Its General Partner  
       
  By: /s/ Robert A. Speer  
  Name: Robert A. Speer  
  Title: Secretary  
       
  /s/ Martin Lizt  
  Martin Lizt  

 

 Page 16 of 16 pages