-----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, NFApGfxxkIfyHAOaw5+xq6VPhTSG4QJJjGnQvoy6i34KnN6uzkMPCvT2hjcU4mO0 Uq9yyIJP29PbPyBNEyxu2A== 0000927796-00-000278.txt : 20001215 0000927796-00-000278.hdr.sgml : 20001215 ACCESSION NUMBER: 0000927796-00-000278 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NPS INTERNATIONAL CORP CENTRAL INDEX KEY: 0000104401 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 860214815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-32844 FILM NUMBER: 789090 BUSINESS ADDRESS: STREET 1: 812 PROCTOR AVENUE CITY: OGDENSBURG STATE: NY ZIP: 13669 BUSINESS PHONE: 3153933793 MAIL ADDRESS: STREET 1: 812 PROCTOR AVE. CITY: OGDENSBURG STATE: NY ZIP: 13669 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL INDUSTRIAL SECURITY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WALLICHS MUSIC & ENTERTAINMENT CO INC DATE OF NAME CHANGE: 19831201 FORMER COMPANY: FORMER CONFORMED NAME: MUSIC & ENTERTAINMENT CO INC DATE OF NAME CHANGE: 19700828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAXPLANET CORP CENTRAL INDEX KEY: 0001098685 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 311478761 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4400 US HIGHWAY ROUTE 9 SOUTH STREET 2: SUITE 2800 CITY: FREEHOLD STATE: NJ ZIP: 07728 BUSINESS PHONE: 7326250770 MAIL ADDRESS: STREET 1: 4400 US HIGHWAY ROUTE 9 SOUTH STREET 2: SUITE 2800 CITY: FREEHOLD STATE: NJ ZIP: 07728 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES OMB Approval SECURITIES AND EXCHANGE COMMISSION OMB Number: Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* NPS INTERNATIONAL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 6293671037 ---------------- (CUSIP Number) Pitney, Hardin, Kipp & Szuch LLP P.O. Box 1945 Morristown, NJ 07962-1945 Attention: Joseph Lunin, Esq. (973) 966-8200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - -------------------------------------------------------------------------------- October 17, 2000 ------------------ (Date of Event which Requires Filing of this Statement) 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 [ ]. Check the following box if a fee is being paid with the statement [ X ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). SCHEDULE 13D CUSIP No. 629367103 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MaxPlanet Corp. EIN 31-1478761 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------- -------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 3,500,000 EACH ---------- --------------------------------------------- REPORTING PERSON WITH 8 SHARED VOTING POWER 0 ---------- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,500,000 ---------- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------- ---------- --------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500,000 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------ ------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION Item 1. Security and Issuer. - ------ ------------------- This statement relates to the common stock, par value $0.0001 (the "Common Stock") of NPS International Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 4400 US Highway 9, Freehold, New Jersey 07728. Item 2. Identity and Background. - ------ ----------------------- Name of Person Filing: This statement on Form 13D is being filed on behalf of MaxPlanet Corp., a Delaware corporation ("MaxPlanet"). The principal business of MaxPlanet is to create and expand strategic alliances for a comprehensive network of consumer and business oriented websites on MaxPlanet's Internet websites. Through its majority owned subsidiary, Valentino Salotti, MaxPlanet is a wholesaler and retailer of contemporary leather furniture and utilizes the Internet to showcase its online furniture catalog. Trident Recovery Systems, Inc., a wholly owned subsidiary, offers debt collection services. Maxim Auction, Inc., a wholly owned subsidiary, plans to offer for sale new and excess merchandise, closeout and refurbished products to Internet users. Mundo Maximo Corp., a wholly owned subsidiary, was formed to create a Spanish-language Internet portal to provide users with information and interactive content centered on Hispanic events in the Spanish language. The Chief Executive Officer and Chairman of the Board of MaxPlanet is Henry Val. The President of MaxPlanet is Isaak Val, the father of Henry Val. The Acting Chief Operating Officer and Secretary of MaxPlanet is Israel Goldreich. The principal business address of MaxPlanet is 4400 US Highway Route 9 South, Suite 2800, Freehold, New Jersey 07728. Information regarding the executive officers, controlling persons and directors of MaxPlanet is set forth on Schedule I annexed hereto. Each person listed on Schedule I is a citizen of the United States, and each such person disclaims beneficial ownership of the Common Stock that is beneficially owned by MaxPlanet. During the last five years, neither MaxPlanet nor any of the executive officers, controlling persons or directors set forth on Schedule I have been convicted in a criminal proceeding and, none was 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. Item 3. Source and Amount of Funds or Other Consideration. - ------ ------------------------------------------------- There was no cash consideration involved in this acquisition. According to the Asset Purchase Agreement, dated as of August, 2000, on October 17, 2000, MaxPlanet acquired 3.5 million shares of the common stock of the Issuer, representing 20.3% of the issued and outstanding shares of the common stock of the Issuer, valued at $123,000, in exchange for certain assets of MaxPlanet, including, without limitation, the rights to three domain names and related business plans, Internet servers, and certain database and software developed by MaxPlanet. Item 4. Purpose of Transaction. - ------ ----------------------- The securities were acquired for investment. There are no present plans or proposals by MaxPlanet which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of such securities of the Issuer, EXCEPT THAT in connection with an agreement by and between MaxPlanet and the Issuer, dated October 17, 2000, the Issuer has agreed to pay MaxPlanet a minimum quarterly fee of 100,000 shares of Common Stock for supporting the Issuer's growth plan; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors and to fill any vacancies of the Board, EXCEPT THAT in connection with the acquisition of the securities of the Issuer, Henry Val was elected as the Chief Executive Officer, President and a director of the Issuer and Israel Goldreich was elected as a director of the Issuer, each to fill the vacancies that existed on the Board. Stephen Rosenburgh remains as a director of the Issuer; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure, EXCEPT THAT (i) by virtue of the acquisition, the Issuer expects to enter into a new business, namely the business of acquiring, entering into joint ventures with, marketing and promoting unaffiliated companies in the Internet, biotechnology, genomics, pharmaceuticals and life-sciences industries by offering multiple solutions and platforms for such companies to utilize the Internet to promote their businesses, and (ii) MaxPlanet is considering possible courses of action that it may pursue to help maximize shareholder value of the Issuer, including possible changes in the senior management of the Issuer. MaxPlanet also anticipates that the Issuer will provide solutions for public and private companies to raise capital, increase business awareness and effect strategic mergers, acquisitions and other business combinations; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in a inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) As of the date of this Schedule 13D, MaxPlanet directly owns 3,500,000 shares of the Issuer's common stock, representing in the aggregate approximately 20.3% of the Issuer's 17,236,411 shares outstanding as of November 7, 2000. (b) The number of shares as to which MaxPlanet has: (i) sole power to vote or to direct the vote is 3,500,000. (ii) shared power to vote or to direct the vote is 0 (iii) sole power to dispose or to direct the disposition of is 3,500,000. (iv) shared power to dispose of or to direct the disposition of is 0. (c) On October 17, 2000, MaxPlanet acquired 3,500,000 shares of the Issuer's common stock from the Issuer in exchange for certain assets of MaxPlanet, including, without limitation, the rights to three domain names and related business plans, Internet servers, and certain database and software developed by MaxPlanet. Such acquisition was effected in a private transaction. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. - ------ ----------------------------------------------------------------------- MaxPlanet entered into an agreement with the Issuer, dated October 17, 2000, that provides for the Issuer to lease its corporate office from MaxPlanet and use the services of MaxPlanet's Internet development and production facility in Miami, Florida to generate users and customers to purchase products and services offered by the Issuer. In connection with the agreement, the Issuer has agreed to pay MaxPlanet a minimum quarterly fee of 100,000 shares of Common Stock for supporting the Issuer's growth plan. Item 7. Material to be Filed as Exhibits. - ------ -------------------------------- The Asset Purchase Agreement, dated as of August, 2000 and entered into on October 17, 2000, by and between the Issuer and MaxPlanet, attached as Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2000, is incorporated herein by reference. SCHEDULE I Executive officers, controlling persons and directors of MaxPlanet Corp. Person Title - ------------------------------- ------------------------------------ Henry Val Chief Executive Officer and Chairman 4400 US Highway Route 9 South of the Board Suite 2800 Freehold, New Jersey 07728 Isaak Val President and Director 4400 US Highway Route 9 South Suite 2800 Freehold, New Jersey 07728 Israel Goldreich Acting Chief Operations Officer, 4400 US Highway Route 9 South Secretary and Director Suite 2800 Freehold, New Jersey 07728 SIGNATURES 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: December 11, 2000. MAXPLANET CORP. HENRY VAL By: __________________________________ Henry Val, Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----