-----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, GCRShgnJoG4GTvkqgOkn67h87R+1CAiAh0wsb/uVcg2O9kZKmYukAoHlxZRdhLGB dIWKaQDhnkKPavakCwZrZg== 0000898318-98-000030.txt : 19981012 0000898318-98-000030.hdr.sgml : 19981012 ACCESSION NUMBER: 0000898318-98-000030 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981009 SROS: NASD GROUP MEMBERS: ARSENE KRONSHAGEN GROUP MEMBERS: HARAX HOLDINGS SA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INVISION TECHNOLOGIES INC CENTRAL INDEX KEY: 0001005969 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 943123544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46771 FILM NUMBER: 98723526 BUSINESS ADDRESS: STREET 1: 7151 GATEWAY BLVD CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: 5107392400 MAIL ADDRESS: STREET 1: 3420 EAST THIRD AVE CITY: FOSTER CITY STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARAX HOLDINGS SA CENTRAL INDEX KEY: 0001032569 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 231 VAL DES BON MALADES STREET 2: LUXEMBOURG L-2121 CITY: LUXEMBOURG-KIRCHBERG STATE: N4 ZIP: 000000 BUSINESS PHONE: 4155781930 MAIL ADDRESS: STREET 1: 231 VAL DES BON MALADES CITY: LUXEMBERG KIRCHBERG STATE: N4 ZIP: 00000 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* Invision Technologies, Inc. _________________________________________________________________ (Name of Issuer) Common Stock, $0.001 par value _________________________________________________________________ (Title of Class of Securities) 461851 10 7 _________________________________________________________________ (CUSIP Number) Arsene Kronshagen 22, Rue Marie Adelaide L-2128, Luxembourg _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 1998 _________________________________________________________________ (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-l(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(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). CUSIP No. 461851 10 7 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Arsene Kronshagen 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [ ] 3 SEC USE ONLY: 4 SOURCE OF FUNDS (SEE INSTRUCTIONS): Working Capital 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Luxembourg NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 2,401,584 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 2,401,584 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 20.2% 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.2% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN Page 2 of 7 Pages CUSIP No. 461851 10 7 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): HARAX Holdings S.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [ ] 3 SEC USE ONLY: 4 SOURCE OF FUNDS (SEE INSTRUCTIONS): N/A 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Luxembourg NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 2,401,584 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 2,401,584 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 20.2% 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.2% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO Page 3 of 7 Pages Item 1. Security and Issuer This schedule relates to the Common Stock (the "Common Stock") of InVision Technologies, Inc. (the "Issuer"), 7151 Gateway Blvd., Newark, California 94560. Item 2. Identity and Background Pursuant to a Share Purchase Agreement dated September 30, 1998, Arsene Kronshagen acquired all of the issued and outstanding share capital of HARAX Holdings, S.A. ("HARAX"). As of the date of the acquisition, HARAX owned shares of Common Stock of the Issuer. As a result of its acquisition of HARAX, Arsene Kronshagen became the indirect owner of Common Stock of the Issuer. The following information is provided for Reporting Person, Arsene Kronshagen: (a) Name: Arsene Kronshagen. (b) Residence or Business Address: 22, Rue Marie Adelaide, L-2128, Luxembourg. (c) Present principal occupation and related information: Private investor. (d) During the last five years, Arsene Kronshagen has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Arsene Kronshagen has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Citizenship: Luxembourg. The following information is provided for Reporting Person, HARAX Holdings, S.A.: (a) Name: HARAX Holdings, S.A.. (b) Residence or Business Address: 231, Val des Bon Malades, Luxembourg- Kirchberg, Luxembourg L-2121. (c) Present principal occupation and related information: Holding company. (d) During the last five years, HARAX Holdings, S.A. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, HARAX Holdings, S.A. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Citizenship: Luxembourg. Page 4 of 7 Pages Item 3. Source and Amount of Funds or Other Consideration Arsene Kronshagen acquired the shares (the "Shares") of Common Stock that are the subject of this Schedule in connection with his acquisition of all of the issued and outstanding shares of HARAX Holdings S.A. pursuant to a Share Purchase Agreement dated September 29, 1998 The aggregate consideration paid in connection with the acquisition of all of the issued and outstanding share capital of HARAX was US$5,000,000. The source of funds used to acquire the HARAX shares was from available working capital. Item 4. Purpose of Transaction Each Reporting Person acquired the shares of Common Stock it presently owns for investment. While each Reporting Person has no contract or agreement to purchase shares of Common Stock from any person, depending on various factors, including the Issuer's business affairs, prospects, financial position, price levels of shares of Common Stock, conditions in the securities markets, general economic and industry conditions as well as other opportunities available to it, and subject to applicable restrictions in the Issuer's Articles of Incorporation, the Reporting Persons will take such actions with respect to their investment in the Issuer, including the purchase of additional shares through open market purchases or privately negotiated transactions, tender offer or otherwise, as they deem appropriate in light of the circumstances existing from time to time. The Reporting Person may, and reserve the right to, sell some or all of their holdings in the open market or in privately negotiated transactions to one or more purchasers under appropriate circumstances. Each Reporting Person or the Reporting Persons as a group have no plans or proposals which would relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) Arsene Kronshagen indirectly (through HARAX) owns 2,401,584 shares of Common Stock, representing 20.2% of the outstanding shares of Common Stock. HARAX directly owns 2,401,584 shares of Common Stock, representing 20.2% of the outstanding shares of Common Stock. (b) Arsene Kronshagen indirectly (through HARAX) has the sole voting and sole investment power with respect to its shares of Common Stock owned. (c) Not applicable. (d) No other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the person(s) named in Item 2 of this Schedule 13D or between such person(s) and any other person with respect to any securities of the Issuer, including, but not limited to the, transfer or voting of such securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Exhibit A: Joint Filing Statement Page 5 of 7 Pages 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. Date: October 9, 1998 ARSENE KRONSHAGEN HARAX HOLDINGS, S.A. By: /s/ Arsene Kronshagen By: /s/ Luisella Moresche ____________________ ___________________ Name: Arsene Kronshagen Name: Luisella Moresche Page 6 of 7 Pages EX-99 2 JOINT FILING STATEMENT EXHIBIT A JOINT FILING STATEMENT Pursuant to Rule 13d-1(k) (1), we, the undersigned, hereby express our agreement that the attached Schedule 13D is filed on behalf of each of us. Date: October 9, 1998 ARSENE KRONSHAGEN HARAX HOLDINGS, S.A. By: /s/ Arsene Kronshagen By: /s/ Luisella Moresche _____________________ _____________________ Name: Arsene Kronshagen Name: Luisella Moresche Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----