-----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, NvA9eMEFdlndnQJLp7z+std9BFW5rFMRfH7biBcRdU3gfzFq75CpIeYH/x6XtqEw 8oJdF4tGbo3GWu1lphQjkg== 0000950134-02-004017.txt : 20020422 0000950134-02-004017.hdr.sgml : 20020422 ACCESSION NUMBER: 0000950134-02-004017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020422 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN TECHNOLOGIES GROUP INC /MI/ CENTRAL INDEX KEY: 0000808013 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 330041789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42313 FILM NUMBER: 02617065 BUSINESS ADDRESS: STREET 1: 14315 WEST HARDY ROAD STREET 2: SUITE 301 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 281-847-0029 MAIL ADDRESS: STREET 1: 14315 WEST HARDY ROAD STREET 2: SUITE 301 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: MAIL BOXES COAST TO COAST INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVALANCHE RESOURCES LTD CENTRAL INDEX KEY: 0001123872 IRS NUMBER: 752679337 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 140978 CITY: DALLAS STATE: TX ZIP: 75214 BUSINESS PHONE: 2144260573 MAIL ADDRESS: STREET 1: PO BOX 140978 CITY: DALLAS STATE: TX ZIP: 75214 SC 13D/A 1 d96205a1sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* North American Technologies Group, Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 657193207 (CUSIP Number) Bruce H. Hallett, 2001 Bryan Street, Suite 3000, Dallas, Texas 75201; (214) 922-4120 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 27, 2001 ----------------- (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 Rule 13d-1(b)(3) or (4), 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 Schedule 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). CUSIP NO. 657193207 Page 2 of 6 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Person SS. or I.R.S. Identification No. of Above Person Avalanche Resources, 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 Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Texas - -------------------------------------------------------------------------------- 7 Sole Voting Power 29,737,500 shares Number of -------------------------------------------------------- Shares 8 Shared Voting Power Beneficially 0 Owned by -------------------------------------------------------- Each Reporting 9 Sole Dispositive Power Person With 29,737,500 shares -------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 29,737,500 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 81.4% - -------------------------------------------------------------------------------- 14 Type of Reporting Person PN - -------------------------------------------------------------------------------- CUSIP NO. 657193207 Page 3 of 6 Item 1. Security and Issuer. This statement relates to the Common Stock, par value $.001, of North American Technologies Group, Inc. (the "Company") and amends the original filing by Avalanche Resources, Ltd. ("Avalanche") on Schedule 13D relating to the purchase of 1,000,000 shares (the "Shares") of Common Stock of the Company on September 29, 2000. Item 4. Purpose of Transaction. On October 2, 2001, Avalanche entered into a Securities Purchase Agreement ("Securities Purchase Agreement") with the Company providing for the issuance of Common Stock of the Company to Avalanche, subject to certain conditions, all as more particularly described in the Company's Report on Form 8-K dated October 17, 2001 and its proxy statement dated November 27, 2001 (the "Proxy Statement"). On December 27, 2001, the shareholders of the Company approved the transactions contemplated by the Securities Purchase Agreement, and an aggregate of 28,635,700 shares of Common Stock of the Company were issued to Avalanche in consideration of Avalanche providing $2.5 million of funding to the Company, or $.09 per share. As a result of the transactions contemplated by the Securities Purchase Agreement and as more particularly described in the Proxy Statement, the Company's capitalization was materially changed and Avalanche became the majority shareholder of the Company. Avalanche also was entitled to, and thereafter did, designate persons that would constitute a majority of the board of directors of the Company. These transactions have effectively impeded the acquisition of control of the Company by any party other than Avalanche. Item 5. Interest in Securities of the Issuer. (a) As of the date of this Amendment, Avalanche is the beneficial owner of an aggregate of 29,737,500 shares of Common Stock of the Company. Such number of shares represents approximately 81.4% of the total outstanding Common Stock of the Company (after giving effect to the assumed conversion of all outstanding convertible preferred stock), based upon the number of outstanding shares of Common Stock of the Company as of March 6, 2002 (as disclosed in the Company's Report on Form 10-KSB). (b) Avalanche has sole investment and dispositive power over the shares of Common Stock described in this Amendment. (c) On December 27, 2001, pursuant to the Securities Purchase Agreement and an aggregate of 28,635,700 shares of Common Stock of the Company were issued to Avalanche in consideration of Avalanche providing $2.5 million of funding to the Company, or $.09 per share. CUSIP NO. 657193207 Page 4 of 6 Since the date of the original filing on Schedule 13D, Avalanche also effected the following open market purchases of Common Stock of the Company through ordinary brokerage transactions:
Date No. of Shares Price Per Share - ---- ------------- --------------- 10/18/01 5000 0.86 10/19/01 1000 0.90 10/19/01 1000 0.95 10/19/01 1000 1.00 10/19/01 1000 1.05 10/26/01 500 1.20 11/09/01 5500 1.00 11/19/01 5500 0.88 11/20/01 1000 1.00 11/21/01 1500 1.00 11/26/01 5500 0.98 11/27/01 1000 1.00 11/28/01 1000 1.00 12/10/01 500 0.96 12/11/01 1000 0.92 12/12/01 2500 0.95 12/13/01 7000 0.95 12/14/01 500 0.88 12/14/01 500 1.00 12/18/01 2000 0.80 12/20/01 100 0.74 12/26/01 20500 0.86 1/10/02 500 0.71 1/14/02 1500 0.73 1/15/02 2500 0.758 1/16/02 10000 0.79 1/17/02 2500 0.824 1/18/02 17000 0.905 1/22/02 5000 0.9998 1/23/02 11500 0.998 1/24/02 5000 1.061 1/25/02 10500 1.012 1/28/02 500 1.05 1/29/02 5000 0.981 1/30/92 500 1.05 1/31/02 200 1.05 2/04/02 5000 0.948 2/05/02 200 1.01 2/05/92 500 1.04 2/11/02 500 1.01 2/12/02 1500 0.98 2/13/02 400 0.995 2/14/02 200 1.01 2/15/02 200 1.01 2/21/02 200 0.97 2/21/02 500 0.97 2/22/02 200 0.97 2/22/02 200 0.97
CUSIP NO. 657193207 Page 5 of 6 2/25/02 1800 0.907 2/26/02 900 0.861 2/28/02 400 0.97 3/04/02 200 0.88 3/04/02 200 0.88 3/04/02 200 0.97 3/05/02 400 0.97 3/08/02 400 0.89
Since the date of the original filing on Schedule 13D, Avalanche also effected the following open market sales of Common Stock of the Company through ordinary brokerage transactions:
Date No. of Shares Price Per Share - ---- ------------- --------------- 7/12/01 7500 1.00 7/18/01 1100 1.04 7/26/01 5000 0.76 7/26/01 1000 0.88 7/27/01 5000 0.66 7/27/01 5000 0.67 8/14/01 5000 0.76 8/22/01 20000 0.68
Item 7. Material to be Filed as Exhibits. 1. Securities Purchase Agreement, dated October 2, 2001, by and between the Company and Avalanche (filed as Exhibit 10.1 to the Company's Report on Form 10-K dated October 17, 2001 and incorporated herein by reference). CUSIP NO. 657193207 Page 6 of 6 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. Avalanche Resources, Ltd. By Avalanche Management Corporation, its general partner By: /s/ Kevin C. Maddox Kevin C. Maddox President Date: April 22, 2002 -----END PRIVACY-ENHANCED MESSAGE-----