-----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, NXjUeSSFkcd/ZWDi9aKwSrogamrFL2/FyFrMqOjrp3eLnGq6g8dhKl1nX+HOf7SX 7Z5WLbE/oQW73jfbc0foew== 0000889812-99-002135.txt : 19990715 0000889812-99-002135.hdr.sgml : 19990715 ACCESSION NUMBER: 0000889812-99-002135 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990714 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMSCO INC /MA/ CENTRAL INDEX KEY: 0000924396 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 043021770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56533 FILM NUMBER: 99664527 BUSINESS ADDRESS: STREET 1: 40 BAYFIELD DR CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 9786892080 MAIL ADDRESS: STREET 1: 40 BAYFIELD DR CITY: NORTH ANDOVER STATE: MA ZIP: 01845 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMRO INTERNATIONAL SA CENTRAL INDEX KEY: 0001087287 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O ULTRA FINANZ STREET 2: PO BOX 4401 CH-8022 CITY: ZURICH SWITZERLAND BUSINESS PHONE: 0114112528680 MAIL ADDRESS: STREET 1: C/O ULTRA FINANZ STREET 2: PO BOX 4401 CH-8022 CITY: ZURICH SWITZERLAND SC 13G 1 STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __) IMSCO TECHNOLOGIES, INC. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, no par value - ------------------------------------------------------------------------------ (Title of Class of Securities) 449697101 - ------------------------------------------------------------------------------ (CUSIP Number) February 3, 1999 - ------------------------------------------------------------------------------ (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) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 449697101 13G ---------------- 1. Name of Reporting Person Amro International S.A. I.R.S. Identification No. of Above Person (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ x ] 3. SEC Use Only 4. Citizenship or Place of Organization Panama Number of Shares 5. Sole Voting Power Beneficially 6,733,333 (see Note A) Owned by Each 6. Shared Voting Power Reporting Person N/A With 7. Sole Dispositive Power 6,733,333 (see Note A) 8. Shared Dispositive Power N/A 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,733,333 (see Note A) 10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 46.7% (see Note A) 12. Type of Reporting Person CO ITEM 1 (a) NAME OF ISSUER IMSCO TECHNOLOGIES, INC. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 40 Bayfield Drive North Andover, MA 01845 ITEM 2 (a) NAME OF PERSON FILING Amro International S.A. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE c/o Ultrafinance Grossmunsterplatz 26 Zurich CH 8022, Switzerland (c) CITIZENSHIP Panama (d) TITLE OF CLASS OF SECURITIES Common Stock, no par value (e) CUSIP NUMBER 449697101 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: (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) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (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 (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 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) If this statement is filed pursuant to Rule 13d-1(c), check this box [ x ] ITEM 4 OWNERSHIP (a) Amount beneficially owned: 6,733,333 (see Note A) (b) Percent of class: 46.7% (see Note A)
(c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 6,733,333 (see Note A) (ii) Shared power to vote or to direct the vote: N/A (iii) Sole power to dispose or to direct the disposition of: 6,733,333 (see Note A) (iv) Shared power to dispose or to direct the disposition of: N/A
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON N/A ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY N/A ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A ITEM 9 NOTICE OF DISSOLUTION OF GROUP N/A ITEM 10 CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired 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. 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. July 12, 1999 ---------------------- (Date) AMRO INTERNATIONAL S.A. By: /s/ H.U. Bachofen ---------------------- (Signature) H. U. Bachofen, Director ------------------------- (Name/Title) NOTE A Reporting Person currently owns no shares of the Common Stock of the Issuer. Reporting Person holds $600,000 principal amount of the Issuer's 8% Convertible Debenture Due January 31, 2002 (the "Maturity Date"). Under its terms, the Debenture is generally convertible into shares of Common Stock of the Issuer, where conversions are effected at a conversion rate (the "Conversion Price") equal to 75% of the average closing bid of a share of Common Stock of the Issuer during the 5 trading days prior to the date ("Conversion Date") on which the Reporting Person submits a conversion notice ("Market Price"), but in no event more than $1.00 per share (adjusted for any Common Stock dividend, split or reverse split effected after the date of the Debenture). The entire unpaid balance of the Debenture and accrued interest thereon outstanding on the Maturity Date will automatically convert into Common Stock at the Conversion Price on the Maturity Date. The Debenture, however, is not currently fully convertible into shares of Common Stock of the Issuer by the holders, because of Section 5 of the Debenture restricts the rights of Reporting Person to convert if, as a result of such conversion (but without giving effect to shares issuable upon conversions not yet submitted), the Reporting Person and its affiliates would have actual ownership of more than 9.99% of the outstanding shares of Common Stock of the Issuer. Were such restriction not applicable, Reporting Person would, based on current market prices of such Common Stock at about $0.15 per share, be able to convert its Debentures into 5,333,333 shares of Common Stock. If interest on the Debentures through the Maturity Date were paid in Common Stock based on the same Conversion Price, the Reporting Person would receive an additional 1,280,000 shares. In addition, the Reporting Person holds three year warrants to purchase 120,000 shares of Common Stock (the "Warrant") at an exercise price of $1.50 per share. The Warrant restricts the rights of Reporting Person to convert if, as a result of such conversion (but without giving effect to shares issuable upon exercises not yet submitted), the Reporting Person and its affiliates would have actual ownership of more than 9.99% of the outstanding shares of Common Stock of the Issuer. At current market prices, it is unlikely that Reporting Person will exercise the warrants. If all of the Debentures were currently fully convertible and converted, if the interest on the entire principal of the Debentures through the Maturity Date were paid in Common Stock at the same Conversion Price and if the Warrant were currently fully exercisable and exercised, the Reporting Person's total shares of Common Stock would be 6,733,333 shares (46.7%). The exact number of shares which would be issuable to the Reporting Person upon such conversions can not be specified at this time, because the actual conversion rate at the time of any given conversion may be higher or lower. The Reporting Person disclaims any beneficial interest in or voting rights in the shares of Common Stock of the Issuer held by or issuable upon the exercise of any conversion or other rights held by any other holder of shares or such rights of the Issuer. Notwithstanding anything to the contrary contained herein, Reporting Person specifically disclaims any intent to acquire any shares of Common Stock to the extent the sum of (1) the number of shares of Common Stock beneficially owned by Reporting Person and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Debenture or the unexercised portion of the Warrant), and (2) the number of shares of Common Stock issuable upon the conversion of the Debenture or exercise of the Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by Reporting Person and its affiliates of more than 9.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to Reporting Person upon such conversion or exercise), or would otherwise subject Reporting Person to any of the provisions of ss.16(b) of the Securities Exchange Act of 1934. -----END PRIVACY-ENHANCED MESSAGE-----