-----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, IKhQNXcATC9YALepz2gxfV9lVzHn7WoH+TCO13jvtFFK+/S0P2Vub1c9Cbh43GvI qyv2I3sCWIqJJeMC5zGGDA== 0000930413-02-000481.txt : 20020414 0000930413-02-000481.hdr.sgml : 20020414 ACCESSION NUMBER: 0000930413-02-000481 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KHAN AJMAL CENTRAL INDEX KEY: 0001092446 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: LAURISTON HOUSE SUITE 101 CITY: ST MICHAEL BARBADOS STATE: C8 MAIL ADDRESS: STREET 1: LAURISTON HOUSE SUITE 101 CITY: ST MICHAEL BARBADOS STATE: C8 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIOMED HOLDINGS INC CENTRAL INDEX KEY: 0001074874 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841480636 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78121 FILM NUMBER: 02557610 BUSINESS ADDRESS: STREET 1: 1 DUNDEE PARK CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 978-475-7771 FORMER COMPANY: FORMER CONFORMED NAME: NATEXCO CORP DATE OF NAME CHANGE: 20001128 SC 13D 1 c23315_13d-.txt STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Diomed Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 25454R108 - -------------------------------------------------------------------------------- (CUSIP Number) Mr. Ajmal Khan c/o Verus International Group Limited P. O. Box 309 G. T. South Church Street Cayman Islands (212) 588-0865 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 14, 2002 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of RULE 13D-1(E), Rule 13d-1(f) or Rule 13d-1(g), check the following box.[ ] 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. 25454R108 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons: Ajmal Khan --------------------------------------------------------------------------- (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). SC. --- --------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to --- Items 2(d) or 2(e) [ ] --------------------------------------------------------------------------- (6) Citizenship or Place of Organization. Mr. Khan holds Canadian and --- United Kingdom citizenships. - -------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 4,417,826 Beneficially --- Owned by Each (8) Shared Voting Power 0 Reporting Person --- With (9) Sole Dispositive Power 4,417,826 --- 10) Shared Dispositive Power 0 ---- - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,417,826 - ---- - -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares - ---- (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 15.2% - ---- - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN - ---- ITEM 1. SECURITY AND ISSUER The class of securities to which this statement relates is common stock, par value $0.001 per share (the "Common Stock"), of Diomed Holdings, Inc., a Nevada corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 1 Dundee Park, Andover, MA 01810. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by Mr. Ajmal Khan, an individual. The business address of Mr. Khan is c/o Verus International Group Limited, P.O. Box 309 G.T., South Church Street, Cayman Islands. Mr. Khan's principal occupation is private investor. During the last five years, Mr. Khan has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been 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. Mr. Khan holds Canadian and United Kingdom citizenships. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On February 14, 2002, Diomed Acquisition Corp., a Delaware corporation ("Sub") and a wholly-owned subsidiary of the Issuer, merged with and into Diomed, Inc., a Delaware corporation ("Diomed") (the "Merger"), pursuant to the Agreement and Plan of Merger dated as of January 29, 2002 (the "Merger Agreement"), among Pashleth Investment Ltd. (as assigned to and assumed by the Issuer), Sub and Diomed. As a result of the Merger, the separate corporate existence of Sub ceased, Diomed continued as the surviving corporation and as a wholly owned subsidiary of the Issuer. In connection with the Merger, on February 14, 2002, Issuer issued to Mr. Khan or entities owned by Mr. Khan (i) an aggregate of 1,084,308.75 fully paid and nonassessable shares of Class A convertible preferred stock of the Issuer, par value $0.001 per share (the "Class A Stock") and (ii) Warrants (the "Warrants") to purchase 20,147.75 shares of Class A Stock that are convertible to an aggregate of 80,591 shares of Common Stock. The Class A Stock beneficially owned by Mr. Khan (assuming full exercise of his Warrants), subject to the restrictions on conversion contained in the Merger Agreement and the Certificate of Designation relating to the Class A Stock filed with the Secretary of State of the State of Nevada on February 12, 2002 (the "Certificate of Designation"), may be converted into 4,417,826 shares of Common Stock. The foregoing is a summary description of certain terms of the Merger Agreement and the Certificate of Designation and is qualified in its entirety by reference to the Merger Agreement and the Certificate of Designation, which are incorporated into this Schedule 13D by reference as Exhibits 1 and 3 respectively. The foregoing description of certain terms of the Class A Stock is qualified in its entirety by reference to the Certificate of Designation. ITEM 4. PURPOSE OF TRANSACTION Mr. Khan has acquired the Common Stock beneficially owned by him in connection with the Merger and for investment purposes. Except as described in this statement or in the documents referred to herein, Mr. Khan has no present plans which would relate to or result in the events described in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Mr. Khan beneficially owns an aggregate of 1,084,308.75 shares of Class A Stock and Warrants to acquire 20,147.75 shares of Class A Stock. Class A Stock is convertible into Common Stock at the times and in such amounts as set forth in the Certificate of Designation and fully convertible into Common Stock on and after March 31, 2004, in each case at a conversion rate of 4 shares of Common Stock per share of Class A Stock, subject to adjustment. Assuming full conversion of the Class A Stock as of the date hereof, and based on information contained in documents filed by the Issuer with the Securities and Exchange Commission, Mr. Khan would beneficially own 15.2% of the outstanding Common Stock. Mr. Khan possesses sole voting and dispositive power with respect to all of such shares, which were acquired on February 14, 2002 pursuant to the Merger. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described in this statement or in the documents referred to herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Mr. Khan or between him and any other person with respect to any securities of the Issuer. The information set forth in Item 3 with respect to the Merger Agreement and the Class A Stock is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Agreement and Plan of Merger dated as of January 9, 2002 among Pashleth Investment Ltd., Diomed Acquisition Corp. and Diomed, Inc., including certain exhibits and a list of schedules and exhibits thereto, incorporated by reference to Exhibit 2.1 in Diomed Holdings, Inc.'s Form 8-K, dated February 14, 2002 (File No. 000-32045). Exhibit 2 Assignment and Assumption Agreement, dated February 11, 2002, between Diomed Holdings, Inc. and Pashleth Investment, Ltd., and acknowledged and agreed to by Diomed Acquisition Corp. and Diomed, Inc. Exhibit 3 Certificate of Designation for Class A Convertible Preferred Stock, incorporated by reference to Exhibit 4.2 in Diomed Holdings, Inc.'s Form 8-K, dated February 14, 2002 (File No. 000-32045). 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: February 22, 2002 Signature ----------------------------- Ajmal Khan EXHIBIT INDEX Exhibit 1 Agreement and Plan of Merger dated as of January 9, 2002 among Pashleth Investment Ltd., Diomed Acquisition Corp. and Diomed, Inc., including certain exhibits and a list of schedules and exhibits thereto, incorporated by reference to Exhibit 2.1 in Diomed Holdings, Inc.'s Form 8-K, dated February 14, 2002 (File No. 000-32045). Exhibit 2 Assignment and Assumption Agreement, dated February 11, 2002, between Diomed Holdings, Inc. and Pashleth Investment, Ltd., and acknowledged and agreed to by Diomed Acquisition Corp. and Diomed, Inc. Exhibit 3 Certificate of Designation for Class A Convertible Preferred Stock, incorporated by reference to Exhibit 4.2 in Diomed Holdings, Inc.'s Form 8-K, dated February 14, 2002 (File No. 000-32045). EX-2 3 c23315_ex-2.txt ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption"), dated as of February 11, 2002, is by and between Pashleth Investment Ltd., a Delaware corporation ("Pashleth"), and Diomed Holdings, Inc., a Nevada corporation (f/k/a Natexco Corporation and referred to herein as "Holdings"), and acknowledged and agreed to by Diomed Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Pashleth ("Acquisition"), and Diomed, Inc., a Delaware corporation ("Diomed"). WITNESSETH WHEREAS, Pashleth, Acquisition and Diomed are parties to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 29, 2002; WHEREAS, Pashleth desires to assign, convey, transfer and deliver all of its right, title and interest (the "Assignment") in the Merger Agreement to Natexco and Natexco desires to acquire all such right, title and interest in the Merger Agreement; WHEREAS, the consent of Acquisition and Diomed are necessary for Pashleth to assign and transfer all of its right, title and interest in the Merger Agreement to Natexco; WHEREAS, Pashleth desires to sell to Natexco all the issued and outstanding shares of capital stock of Acquisition owned by Pashleth and Natexco desires to acquire such capital stock (the "Stock Acquisition"); NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. ASSIGNMENT. In accordance with Article 20 of the Merger Agreement, Pashleth hereby irrevocably assigns, conveys, transfers and delivers to Natexco, all of its right, title and interest in the Merger Agreement. 2. ASSUMPTION. Natexco hereby irrevocably assumes and irrevocably agrees to pay, perform or discharge in accordance with their terms, to the extent not heretofore paid, performed or discharged, the rights, duties, debts, liabilities and other obligations of Pashleth under the Merger Agreement. 3. CONSIDERATION FOR THE STOCK ACQUISITION. For the sum of $10 and other valuable consideration received from Natexco, Pashleth hereby transfers and assigns its 100 shares of Acquisition common stock to Natexco. The parties shall cooperate in effecting the transfer of ownership of such Acquisition common stock from Pashleth to Acquisition, including the reissuance of a share certificate representing such shares in the name of Natexco or as Natexco may designate in writing. 4. GOVERNING LAW. This Assignment and Assumption and the performance of the transactions and obligations of the parties hereunder will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law principles. 5. COUNTERPARTS. This Assignment and Assumption may be executed in one or more counterparts and by facsimile, each of which shall be deemed an original but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, this Assignment and Assumption has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first above written. PASHLETH INVESTMENT LTD. By: /s/ JOEL DUMARESQ ------------------------------ President DIOMED HOLDINGS, INC., f/k/a Natexco Corporation By: /s/ GERALD A. MULHALL ------------------------------------------- President Accepted and agreed to by: DIOMED ACQUISITION CORP. By: /s/ JOEL DUMARESQ ------------------------------ President DIOMED, INC. By: /s/ PETER KLEIN ------------------------------ President -----END PRIVACY-ENHANCED MESSAGE-----