-----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, EUzu+zGiBHdctb3d+NZXx7qRTsxO9Kh9wHQGdwimNzijpVpr10pmcXiSfc8mx/u1 6jdgJxHNnMkPC2XQ9SbCZw== 0000950134-03-000399.txt : 20030114 0000950134-03-000399.hdr.sgml : 20030114 20030109144424 ACCESSION NUMBER: 0000950134-03-000399 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPIONLYTE PRODUCTS INC CENTRAL INDEX KEY: 0001093819 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 650510294 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61665 FILM NUMBER: 03509100 BUSINESS ADDRESS: STREET 1: 1356 NW 2ND AVE STREET 2: SUITE A-28 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 5614176800 MAIL ADDRESS: STREET 1: 1356 NW 2ND AVE STREET 2: SUITE A-28 CITY: BOCA RATON STATE: FL ZIP: 33432 FORMER COMPANY: FORMER CONFORMED NAME: MERIDIAN HOLDINGS INC /FL DATE OF NAME CHANGE: 19990825 FORMER COMPANY: FORMER CONFORMED NAME: MERIDIAN USA HOLDINGS INC DATE OF NAME CHANGE: 20000106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 2ND AVENUE SOUTH STREET 2: FIRST BANK PLACE CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 MAIL ADDRESS: STREET 1: 601 2ND AVENUE SOUTH STREET 2: FIRST BANK PLACE CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 c73939bsc13dza.htm AMENDMENT NO. 1 TO SCHEDULE 13D ChampionLyte Products, Inc.
 

         
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

ChampionLyte Products, Inc.
(Name of Issuer)

Common Stock, $.001 Par Value
(Title of Class of Securities)

589844109
(CUSIP Number)

U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota, 55402
(612) 973-1111
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 7, 2003
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
  Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 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).

  Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
SEC 1746 (11-02)

 

                 
CUSIP NO. 589844109

  1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
U.S. Bancorp

  2. Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)   o

     (b)   o

 

  3. SEC Use Only

 

  4. Source of Funds (See Instructions)
 
WC

  5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

o

 

  6. Citizenship or Place of Organization
 
Delaware

  7.   Sole Voting Power
Number of  
    279,580*
Shares   8.   Shared Voting Power
 
Beneficially       0
   
Owned by Each   9.   Sole Dispositive Power
 
Reporting     279,580*
   
Person   10.   Shared Dispositive Power
 
With     0
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
 
279,580*

  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o

 

  13. Percent of Class Represented by Amount in Row (11)
 
 1.66% (based on 279,580 shares which may be deemed to be beneficially owned by the reporting person and which are issuable upon the exercise of warrants of the Issuer which are currently exercisable or will become exercisable at any time within 60 days from the date of this Statement).

  14. Type of Reporting Person (See Instructions)
 
HC

*   Consists of 279,580 shares which may be deemed to be beneficially owned by the reporting person and which are issuable upon the exercise of warrants of the Issuer which are currently exercisable or will become exercisable at any time within 60 days from the date of this Statement.

2

 

     This Amendment No. 1 (the “Amendment”) amends the statement on Schedule 13D filed by U.S. Bancorp with the Securities and Exchange Commission on the date hereof. This Amendment supplements and, to the extent inconsistent therewith, amends the information set forth in the Statement.

ITEM 1. SECURITY AND ISSUER.

     This Amendment No. 1 to Statement on Schedule 13D (the “Statement”) relates to the Common Stock, $.001 par value (the “Common Stock”), of ChampionLyte Products, Inc. (formerly Meridian USA Holdings, Inc.) (the “Issuer”). The principal executive offices of the Issuer are located at 1356 N.W. Boca Raton Blvd., Boca Raton, FL 33432.

ITEM 2. IDENTITY AND BACKGROUND.

     This Statement is filed on behalf of U.S. Bancorp (“USB”). USB is incorporated in the State of Delaware. USB is the parent holding company of various banking, investment and broker-dealer subsidiaries, including U.S. Bank National Association. The address for its principal business as well as its principal office is:

  800 Nicollet Mall
Minneapolis, MN 55402.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     The information previously reported in this Item of the Statement with respect to the source of funds for USB’s investment in securities of the Issuer is incorporated by reference herein.

ITEM 4. PURPOSE OF TRANSACTION.

     The information previously reported in this Item of the Statement with respect to the purpose of USB’s investment in securities of the Issuer is incorporated by reference herein.

     Pursuant to a Purchase Agreement, dated December 19, 2002 (the “Purchase Agreement”), by and between USB and an accredited investor (the “Purchaser”), on January 7, 2003, USB sold an aggregate of 8,230 shares of Series II Convertible Preferred Stock of the Issuer (“Convertible Preferred Stock”) to the Purchaser at a purchase price of $36.45 per share. In addition, as required by the Purchase Agreement, the Purchaser executed an Agreement to be Bound, dated December 19, 2002 (the “Agreement to be Bound”), whereby the Purchaser agreed to be bound by certain terms and conditions of the following agreements between U.S. Bancorp Investments, Inc., a wholly owned subsidiary of USB, and the Issuer: a Securities Purchase Agreement, a Registration Rights Agreement, an Investors Rights Agreement and a Securityholders Agreement.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

  (a)   As of January 7, 2003, USB no longer is the beneficial owner of more than five percent of the Issuer’s Common Stock. USB has beneficial ownership of 279,580 shares of Common Stock issuable upon exercise of the Warrants. Accordingly, USB owned beneficially an aggregate of 279,580 shares of the Common Stock, or

3

 

      approximately 1.66% (determined as provided in Rule 13d-3(d)) of the Common Stock outstanding as of January 7, 2003.
 
  (b)   USB has sole voting and investment power over the 279,580 shares of Common Stock issuable upon exercise of the Warrants.
 
  (c)   On January 7, 2003, USB sold all of its shares of Convertible Preferred Stock to an accredited investor at a purchase price of $36.45 per share. See Item 6 below.
 
  (d)   Not applicable.
 
  (e)   As of January 7, 2003, USB ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

     The information previously reported in this Item of the Statement with respect to contracts, arrangements, understandings or relationships with respect to securities of the Issuer is incorporated by reference herein. The response to Items 3, 4 and 5 of this Schedule 13D and the Exhibits hereto are also incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

     Exhibit 1.1: Purchase Agreement dated as of December 19, 2002 by and between U.S. Bancorp and Championlyte Asset Acquisition LLC.

     Exhibit 1.2: Agreement to be Bound dated as of December 19, 2002 by Championlyte Asset Acquisition LLC.

     Exhibit 1.3: Notice to ChampionLyte Products, Inc. dated December 23, 2002 from U.S. Bancorp.

     Exhibit 1.4: Purchase Agreement dated as of September 30, 2002 by and between U.S. Bancorp Investments, Inc. and U.S. Bancorp (incorporated by reference from Exhibit 1.1 to the Statement on Schedule 13D/A filed by U.S. Bancorp Investments, Inc. and dated as of the date hereof).

     Exhibit 1.5: Agreement to be Bound dated as of September 30, 2002 by U.S. Bancorp (incorporated by reference from Exhibit 1.2 to the Statement on Schedule 13D/A filed by U.S. Bancorp Investments, Inc. and dated as of the date hereof).

     Exhibit 1.6: Notice to ChampionLyte Products, Inc. dated December 17, 2002 from U.S. Bancorp Investments, Inc (incorporated by reference from Exhibit 1.3 to the Statement on Schedule 13D/A filed by U.S. Bancorp Investments, Inc. and dated as of the date hereof).

     Exhibit 1.7: Securities Purchase Agreement dated as of June 16, 2000 by and between the Issuer and U.S. Bancorp Libra (incorporated by reference from Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

4

 

     Exhibit 1.8: Warrant to purchase 279,580 shares of Common Stock, dated as of June 16, 2000, issued to U.S. Bancorp Libra (incorporated by reference from Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

     Exhibit 1.9: Articles of Amendment to the Articles of Incorporation to Designate Series II Convertible Preferred Stock of Meridian USA Holdings, Inc. (incorporated by reference from Exhibit 3.1 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

     Exhibit 1.10: Registration Rights Agreement dated as of June 16, 2000 (incorporated by reference from as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

     Exhibit 1.11: Investor Rights Agreement dated as of June 16, 2000 (incorporated by reference from as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

     Exhibit 1.12: Meridian USA Holdings, Inc. Securityholders’ Agreement dated as of June 16, 2000 (incorporated by reference from Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, dated as of June 20, 2000).

5

 

SIGNATURES

     After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 9, 2003

   
  U.S. Bancorp
 
  By: /s/ Laura F. Bednarski
Laura F. Bednarski
Its: Vice President

6 EX-1.1 3 c73939bexv1w1.htm EX-1.1 PURCHASE AGREEMENT ChampionLyte Products, Inc.

 

Exhibit 1.1

December 19, 2002

ChampionLyte Asset Acquisition LLC
2999 N.E. 191st Street
Penthouse 2
Aventura, Florida 33180

     
Re:
 		   Purchase of Series II Convertible Preferred Stock (the “Preferred Stock”) of
ChampionLyte Products, Inc. (“ChampionLyte”)

Gentlemen:

     You have previously agreed to a transaction (the “Preferred Stock Sale”) in which U.S. Bancorp (“USB”) will sell all of its shares of the Preferred Stock to ChampionLyte Asset Acquisition LLC (the “Purchaser”) for an aggregate purchase price of $300,000.

     With respect to the Preferred Stock Sale, and as a condition to its consummation, USB and Purchaser agree as follows:

     1.     Representations and Warranties of Purchaser. In connection with the sale and transfer of the shares of Preferred Stock, Purchaser represents and warrants to USB that Purchaser:

       (a) is in a financial position to hold the Preferred Stock for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Purchaser’s investment in the Preferred Stock;

       (b) believes that Purchaser, either alone or with the assistance of Purchaser’s own professional advisor, has such knowledge and experience in financial and business matters that Purchaser is capable of reading and interpreting financial statements and evaluating the merits and risks of the investment in the Preferred Stock and has the net worth to undertake those risks;

       (c) has obtained, to the extent Purchaser deems necessary, Purchaser’s own professional advice with respect to the risks inherent in the investment in the Preferred Stock, and the suitability of an investment in the Preferred Stock in light of Purchaser’s financial condition and investment needs;

       (d) believes that an investment in the Preferred Stock is suitable for the Purchaser based upon Purchaser’s investment objectives and financial needs, and Purchaser has adequate means for providing for Purchaser’s current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Preferred Stock;

       (e) has received and thoroughly reviewed copies of all of ChampionLyte’s periodic reports, proxy statements and other filings with the Securities and Exchange

 

 

  Commission and such press releases and other materials as Purchaser has deemed appropriate;

       (f) recognizes that an investment in the Preferred Stock involves a high degree of risk, including, but not limited to, the risk of economic losses from operations of ChampionLyte;

       (g) has been advised that the shares of Preferred Stock are (and will continue to be following consummation of the Preferred Stock Sale) “restricted securities,” as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), and has consulted with Purchaser’s legal advisors to the extent Purchaser has deemed appropriate as to the implications of this fact;

       (h) has been advised that USB is selling the shares of Preferred Stock in the Preferred Stock Sale pursuant to exemptions from the registration requirements of applicable federal and state securities laws and that USB’s reliance upon such exemptions is predicated in part on Purchaser’s representations herein;

       (i) Purchaser is purchasing the Preferred Stock for Purchaser’s own account and for investment and not with a view to distribution of the Preferred Stock, that the Purchaser has made no agreement with others regarding any of the shares of Preferred Stock and that the Purchaser’s financial condition is such that it is not likely that it will be necessary to dispose of any of the Shares of Preferred Stock in the foreseeable future (Purchaser is aware that, in the view of the Securities and Exchange Commission, a purchase of the shares of Preferred Stock with an intent to distribute by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the shares of Preferred Stock and for which the shares of Preferred Stock were pledged, would represent an intent inconsistent with the representations set forth above);

       (j) realizes that (i) the purchase of the Preferred Stock is a long-term investment; (ii) Purchaser must bear the economic risk of investment for an indefinite period of time because the shares of Preferred Stock will be “restricted securities” and are therefore subject to restrictions on resale; (iii) Purchaser may not be able to liquidate its investment in the event of an emergency or pledge any of the shares of Preferred Stock as collateral for loans; and (iv) the transferability of the Preferred Stock is restricted and legends will be placed on the certificates representing the Preferred Stock referring to the applicable restrictions on transferability;

       (k) is domiciled in and received the offer and made the decision to invest in the Preferred Stock at the address set forth above and that the Preferred Stock is being purchased by Purchaser in the Purchaser’s name solely for Purchaser’s own beneficial interest and not as a nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer to, any other person, trust or organization;

       (l) qualifies as an “accredited investor,” as that term is used in Regulation D promulgated under the Securities Act;

2

 

       (m) has consulted with Purchaser’s legal advisors to the extent Purchaser has deemed appropriate as to the implications of Florida Statutes 607.0901 and 607.0902 for Purchaser’s purchase of the Preferred Stock; and

       (n) has been represented by legal counsel representing Purchaser’s interests to the extent Purchaser has deemed appropriate.

     2.     ChampionLyte Agreements. USB has agreed to be bound by the following agreements between U.S. Bancorp Investments Inc., a wholly owned subsidiary of USB, and ChampionLyte that grant it certain rights and impose certain obligations on it: (i) Securities Purchase Agreement dated as of June 16, 2000 (the “SPA”), (ii) Registration Rights Agreement dated as of June 16, 2000 (the “RRA”)), (iii) Investor Rights Agreement dated as of June 16, 2000 (the “IRA”) and (iv) Securityholders’ Agreement dated as of June 16, 2000 (the “SHA” and, together with the SPA, the RRA and the IRA, the “Agreements”). With respect to the Agreements:

       (a) Purchaser represents and warrants to USB that it has reviewed each Agreement and has consulted with its legal advisors to the extent it has deemed appropriate with respect to those Agreements;

       (b) the parties agree that USB shall provide a notice to ChampionLyte with respect to the Agreements in substantially the form of Exhibit A; and

       (c) Purchaser agrees to execute and deliver to USB for delivery to ChampionLyte an agreement to be bound in substantially the form of Exhibit B.

     To indicate your agreement to the foregoing, please sign below and return a copy to us.

     
 
 
 		   Sincerely,
 
 
U.S. Bancorp
 
 
By: /s/ Laura F. Bednarski
Name: Laura F. Bednarski
Title: Vice President

Agreed and accepted
this 19th day of December, 2002

ChampionLyte Asset Acquisition LLC.

By:

Name:
Title:

3 EX-1.2 4 c73939bexv1w2.htm EX-1.2 AGREEMENT TO BE BOUND ChampionLyte Products, Inc.

 

Exhibit 1.2

CHAMPIONLYTE PRODUCTS, INC.

AGREEMENT TO BE BOUND

     In connection with a transfer of shares of Series II Convertible Preferred Stock (the “Preferred Stock”) of ChampionLyte Products, Inc., a Florida corporation (the “Company”), from U.S. Bancorp (“USB”) to the undersigned, the undersigned:

     (a)  represents and warrants to the Company that the undersigned qualifies as an “accredited investor,” as that term is used in Regulation D promulgated under the Securities Act of 1933, as amended; and

     (b)  agrees with the Company:

       (i) to take and hold the Preferred Stock subject to the provisions and upon the conditions specified in Article 7 of the SPA and the Other Agreements (as defined in the SPA), as applicable, as required by Section 7.1 of the SPA in connection with USB’s transfer of the Preferred Stock;

       (ii) to assume the obligations of USB under, and agrees to be bound by the terms of, the RRA, as required by Section 5.5.1 of the RRA in connection with a transfer of USB’s rights thereunder;

       (iii) to be bound by the provisions of the IRA, as required by Section 4.2 of the IRA in connection with a transfer of USB’s rights thereunder; and

       (iv) to be bound by the provisions of the SHA, as required by Section 6 of the SHA in connection with a transfer of USB’s rights thereunder.

              This Agreement to Be Bound shall be effective as of December 19, 2002.

     
 
   ChampionLyte Asset Acquisition LLC
 
 
By:
 
  
Name:
   
Title:

EX-1.3 5 c73939bexv1w3.htm EX-1.3 NOTICE FROM U.S. BANCORP ChampionLyte Products, Inc.

 

Exhibit 1.3

December 23, 2002

ChampionLyte Products, Inc.
1356 N.W. Boca Raton Blvd.
Boca Raton, Florida 33432

     Re: Series II Convertible Preferred Stock and Related Agreements

Ladies and Gentlemen:

     We are writing to inform you that we have sold all of our shares (the “Shares”) of Series II Convertible Preferred Stock (the “Preferred Stock”) to ChampionLyte Asset Acquisition LLC (the “Purchaser”).

     The stock certificate representing the Shares has been delivered to you together with this letter. We request that you issue a new certificate to the Purchaser representing the Shares and deliver those certificates to be held in escrow for ChampionLyte Asset Acquisition LLC at the following address:

  Anslow and Jaclin, LLP., Freehold Executive Center, 4400 Route 9 South, 2nd Floor, Freehold, NJ, 17728, Attn: Mr. Richard Anslow, Esq.

     As you know, we previously agreed to be bound by the following agreements between U.S. Bancorp Investments Inc., a wholly owned subsidiary of USB, and ChampionLyte that relate to the Shares: (i) Securities Purchase Agreement dated as of June 16, 2000 (the “SPA”), (ii) Registration Rights Agreement dated as of June 16, 2000 (the “RRA”)), (iii) Investor Rights Agreement dated as of June 16, 2000 (the “IRA”) and (iv) Securityholders’ Agreement dated as of June 16, 2000 (the “SHA”). With respect to these agreements, we have received the attached Agreement to Be Bound from the Purchaser pursuant to which:

       (a) the Purchaser has represented that it is an “accredited investor”;

       (b) the Purchaser has agreed in writing to take and hold the Preferred Stock subject to the provisions and upon the conditions specified in Article 7 of the SPA and the Other Agreements (as defined in the SPA), as applicable, as required by Section 7.1 of the SPA in connection with USB’s transfer of the Preferred Stock to the Purchaser;

       (c) the Purchaser has agreed in writing to assume the obligations of USB under, and be bound by the terms of, the RRA, as required by Section 5.5.1 of the RRA in connection with a transfer of USB’s rights thereunder;

       (d) the Purchaser has agreed in writing to be bound by the provisions of the IRA, as required by Section 4.2 of the IRA in connection with a transfer of USB’s rights thereunder; and

       (e) the Purchaser has agreed in writing to be bound by the provisions of the SHA, as required by Section 6 of the SHA in connection with a transfer of USB’s rights thereunder.

*****

     If you have any questions regarding the foregoing, please contact Lawrence M. Backes at (612) 303-4130.

     
 
 
 
   U.S. Bancorp
 
 
By: /s/ Laura F. Bednarski
Name: Laura F. Bednarski
Title: Vice President

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