-----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, AaDKY5It6OG1yRkMYe0ujuum4nOoDIzSEsqFY++RSdRUG1vjTRMVJ/GnTFlkfAfg DOXNDlkubgC1Lvgz6KEzWg== 0000950134-00-002957.txt : 20000403 0000950134-00-002957.hdr.sgml : 20000403 ACCESSION NUMBER: 0000950134-00-002957 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000331 GROUP MEMBERS: CHRISTOPHER J MCGOUGAN GROUP MEMBERS: LIM KENG KAY GROUP MEMBERS: LIM SI BOON GROUP MEMBERS: MEGAMIN VENTURES SDN BHD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HITOX CORPORATION OF AMERICA CENTRAL INDEX KEY: 0000842295 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742081929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40170 FILM NUMBER: 591649 BUSINESS ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 BUSINESS PHONE: 3618825175 MAIL ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEGAMIN VENTURES SDN BHD CENTRAL INDEX KEY: 0001018160 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 41 JALAN SULTAN AZLAN SHAH UTARA STREET 2: PO BOX 3 IPOH GARDEN S. 31400 IPOH CITY: PERAK DARUL MALAYSIA BUSINESS PHONE: 055481333 MAIL ADDRESS: STREET 1: 41 JALAN SULTAN AZLAN SHAH UTARA STREET 2: PO BOX 3 IPOH GARDEN S. 31400 IPOH CITY: PERAK DARUL MALAYSIA SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.4) HITOX CORPORATION OF AMERICA ---------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 433658101 --------- (CUSIP Number) John S. Daniels Attorney at Law 7502 Greenville Avenue, Suite 500 Dallas, Texas 75231 (214) 890-4002 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 14, 2000 -------------- (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. [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 2 CUSIP No. 433658101 (1) Names of reporting persons S.S. or I.R.S. Identification Nos. of above persons Megamin Ventures Sdn Bhd (2) Check the appropriate box if a member of a group (a) [X] (b) [ ] (3) SEC use only (4) Source of funds WC (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or place of organization Malaysia Number of shares beneficially owned by each reporting person with: (7) Sole voting power 0 (8) Shared voting power 1,853,000 (9) Sole dispositive power 1,853,000 (10) Shared dispositive power 0 (11) Aggregate amount beneficially owned by each reporting person 1,853,000 (12) Check if the aggregate amount in Row (11) excludes certain shares [ ] (13) Percent of class represented by amount in Row (11) 35.1% (14) Type of reporting person CO 2 3 CUSIP No. 433658101 (1) Names of reporting persons S.S. or I.R.S. Identification Nos. of above persons Lim Keng Kay (2) Check the appropriate box if a member of a group (a) [X] (b) [ ] (3) SEC use only (4) Source of funds WC (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or place of organization Malaysia Number of shares beneficially owned by each reporting person with: (7) Sole voting power 0 (8) Shared voting power 0 (9) Sole dispositive power 0 (10) Shared dispositive power 0 (11) Aggregate amount beneficially owned by each reporting person 1,853,000 (12) Check if the aggregate amount in Row (11) excludes certain shares [ ] (13) Percent of class represented by amount in Row (11) 35.1% (14) Type of reporting person IN 3 4 CUSIP No. 433658101 (1) Names of reporting persons S.S. or I.R.S. Identification Nos. of above persons Christopher J. McGougan (2) Check the appropriate box if a member of a group (a) [X] (b) [ ] (3) SEC use only (4) Source of funds WC (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or place of organization United Kingdom Number of shares beneficially owned by each reporting person with: (7) Sole voting power 0 (8) Shared voting power 1,363,000 (9) Sole dispositive power 0 (10) Shared dispositive power 40,000 (11) Aggregate amount beneficially owned by each reporting person 40,000 (12) Check if the aggregate amount in Row (11) excludes certain shares [X] (13) Percent of class represented by amount in Row (11) <0.1% (14) Type of reporting person IN 4 5 CUSIP No. 433658101 (1) Names of reporting persons S.S. or I.R.S. Identification Nos. of above persons Lim Si Boon (2) Check the appropriate box if a member of a group (a) [X] (b) [ ] (3) SEC use only (4) Source of funds WC (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or place of organization Malaysia Number of shares beneficially owned by each reporting person with: (7) Sole voting power 0 (8) Shared voting power 500,000 (9) Sole dispositive power 0 (10) Shared dispositive power 0 (11) Aggregate amount beneficially owned by each reporting person 0 (12) Check if the aggregate amount in Row (11) excludes certain shares [X] (13) Percent of class represented by amount in Row (11) 0 % (14) Type of reporting person IN 5 6 The Schedule 13D filed on June 29, 1996, as previously amended (collectively, the "Prior Statement") is hereby amended as set forth in this Amendment No. 4. Except as otherwise indicated, capitalized terms which are used but not defined herein shall have the meanings ascribed in the Prior Statement. Item 1. Security and Issuer. No modification. Item 2. Identity and Background. The purposes of this Amendment are (i) to report the acquisition by Megamin Ventures Sdn Bhd ("Megamin") of an additional 500,000 shares of common stock; (ii) to reflect that Chong Wai Lin, Choong Lee Chong and Teoh Lay Hock (who are directors of Megamin and have been identified in previous filings as Reporting Persons) should not be considered as Reporting Persons; (iii) to add Christopher J. McGougan and Lim Si Boon as Reporting Persons. The additional 500,000 shares acquired by Megamin (the "Additional Shares") were part of the consideration payable to Megamin in a transaction consummated on March 14, 2000 and reported by the Issuer in a Form 8-K filed on March 16, 2000, in which the Issuer acquired from Megamin all of the outstanding capital stock of Megamin's subsidiary, Malaysian Titanium Corporation Sdn Bhd ("MTC"). Pursuant to the terms and conditions of a Purchase and Sale Agreement (the "Sale Agreement"), Megamin also received cash consideration of $3,775,000 and the obligation of the Issuer to pay an aggregate of approximately $1,050,000 in four equal semi-annual payments beginning July 1, 2000. The Additional Shares were acquired by Megamin for its own account, were not registered under the Securities Act of 1933, and are "restricted securities." Item 3. Source and Amount of Funds or Other Consideration. The Additional Shares were acquired as part of the consideration for the sale by Megamin of all of the outstanding shares of capital stock of MTC, the only consideration paid by Megamin in the transaction. Item 4. Purpose of Transaction. The purpose of the transaction described above was to transfer ownership and control of MTC from Megamin to the Issuer, for the consideration and on the terms and conditions set forth in the Sale Agreement. Prior to the sale of MTC and the acquisition of the Additional Shares, Megamin had the contractual right to designate one member of the Board of Directors of the Issuer, and Mr. McGougan was so designated. The Sale Agreement entitles Megamin to designate an additional director; Mr. Lim Si Boon has been so designated. 6 7 Item 5. Interest in Securities of Issuer. Of the 1,363,000 Shares as to which Mr. McGougan is reported as having the shared power to vote, 10,000 are owned jointly with his wife, with whom he shares the power to vote and to dispose such Shares; 1,353,000 are owned by Megamin, and Mr. McGougan has a proxy to vote such shares. Mr. McGougan disclaims beneficial ownership of the shares owned by Megamin. Mr. McGougan also has options exercisable within the next sixty days to acquire 30,000 Shares. The 500,000 Shares as to which Mr. Lim Si Boon is reported as having the shared power to vote are owned by Megamin. Mr. Lim Si Boon has a proxy to vote such Shares and disclaims beneficial ownership of them. Megamin, Mr. Lim Keng Kay and Mr. Lim Si Boon disclaim beneficial ownership of the 10,000 Shares owned by Mr. McGougan and the 30,000 Shares subject to options held by Mr. McGougan. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See the Joint Filing Agreement which is attached as Exhibit 2 hereto. Item 7. Material to be Filed as Exhibits. Exhibit 1: Purchase and Sale agreement between Hitox Corporation of America and Megamin Ventures Sdn Bhd (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K filed on March 16, 2000 by Hitox Corporation of America). Exhibit 2: Joint Filing Agreement. Exhibit 3: Power of Attorney (Megamin Ventures Sdn Bhd). Exhibit 4: Power of Attorney (Lim Keng Kay). Exhibit 5: Power of Attorney (Lim Si Boon). 7 8 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: March 31, 2000 Lim Keng Kay /s/ Lim Keng Kay ------------------------------------ By: /s/ Christopher J. McGougan --------------------------------- Christopher J. McGougan, Attorney in fact Date: March 31, 2000 MEGAMIN VENTURES Sdn Bhd By: /s/ Christopher J. McGougan --------------------------------- Christopher J. McGougan, Attorney in fact Date: March 31, 2000 /s/ Christopher J. McGougan ------------------------------------ Christopher J. McGougan Date: March 31, 2000 Lim Si Boon /s/ Lim Si Boon ------------------------------------ By: /s/ Christopher J. McGougan --------------------------------- Christopher J. McGougan, Attorney in fact 8 9 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- Exhibit 1: Purchase and Sale agreement between Hitox Corporation of America and Megamin Ventures Sdn Bhd (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K filed on March 16, 2000 by Hitox Corporation of America). Exhibit 2: Joint Filing Agreement. Exhibit 3: Power of Attorney (Megamin Ventures Sdn Bhd). Exhibit 4: Power of Attorney (Lim Keng Kay). Exhibit 5: Power of Attorney (Lim Si Boon).
EX-2 2 JOINT FILING AGREEMENT (MEGAMIN VENTURES SDN BHD) 1 EXHIBIT 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Amendment No. 4 to the Schedule 13D with respect to the common stock of Hitox Corporation of America (including any amendments thereto) and further agree that this Joint Filing Agreement shall be included as an Exhibit to such filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement on the dates indicated. Date: March 31, 2000 Lim Keng Kay /s/ Lim Keng Kay ------------------------------------ By: /s/ Christopher J. McGougan --------------------------------- Christopher J. McGougan, Attorney in fact Date: March 31, 2000 MEGAMIN VENTURES Sdn Bhd By: /s/ Christopher J. McGougan --------------------------------- Christopher J. McGougan, Attorney in fact Date: March 31, 2000 /s/ Christopher J. McGougan ------------------------------------ Christopher J. McGougan Date: March 31, 2000 Lim Si Boon /s/ Lim Si Boon ------------------------------------ By: /s/ Christopher J. McGougan --------------------------------- Christopher J. McGougan, Attorney in fact EX-3 3 POWER OF ATTORNEY 1 EXHIBIT 3 POWER OF ATTORNEY The undersigned hereby appoints Christopher J. McGougan as its true and lawful attorney-in-fact and agent to execute and file with the United States Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendment thereto and any related documentation (including but not limited to Joint Filing Agreements and other exhibits) which may be required to be filed with respect to the securities of Hitox Corporation of America or any successor thereto, and the undersigned grants to said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which the undersigned could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Christopher J. McGougan under this Power of Attorney shall continue until revoked in writing. Date: March 28, 2000 MEGAMIN VENTURES SBN BHD /s/ Chong Wai Lin ---------------------------- Chong Wai Lin (Ms) Director EX-4 4 POWER OF ATTORNEY (LIM KENG KAY) 1 EXHIBIT 4 POWER OF ATTORNEY The undersigned hereby appoints Christopher J. McGougan as his true and lawful attorney-in-fact and agent to execute and file with the United States Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendment thereto and any related documentation (including but not limited to Joint Filing Agreements and other exhibits) which may be required to be filed with respect to the securities of Hitox Corporation of America or any successor thereto, and the undersigned grants to said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which the undersigned could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Christopher J. McGougan under this Power of Attorney shall continue until revoked in writing. Date: March 28, 2000 /s/ Lim Keng Kay ---------------------------- Lim Keng Kay EX-5 5 POWER OF ATTORNEY (LIM SI BOON) 1 EXHIBIT 5 POWER OF ATTORNEY The undersigned hereby appoints Christopher J. McGougan as its true and lawful attorney-in-fact and agent to execute and file with the United States Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendment thereto and any related documentation (including but not limited to Joint Filing Agreements and other exhibits) which may be required to be filed with respect to the securities of Hitox Corporation of America or any successor thereto, and the undersigned grants to said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which the undersigned could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Christopher J. McGougan under this Power of Attorney shall continue until revoked in writing. Date: March 31, 2000 /s/ Lim Si Boon ---------------------------- Lim Si Boon -----END PRIVACY-ENHANCED MESSAGE-----