-----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, ClsSAWrwhX8XArGmtvsxi3HoG2x+/QoZYZv7mqYotlUMCqzmRgRHQ2GjdXeVkBBJ IK9UJSVyXP+gRbL0sapt4Q== 0000950134-97-004585.txt : 19970612 0000950134-97-004585.hdr.sgml : 19970612 ACCESSION NUMBER: 0000950134-97-004585 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970611 SROS: NONE GROUP MEMBERS: FAIRWAY CAPITAL LIMITED GROUP MEMBERS: GLOBAL GROWTH LIMITED GROUP MEMBERS: INFINITY EMERGING OPPORTUNITIES LTD. GROUP MEMBERS: INFINITY INVESTORS LTD GROUP MEMBERS: SEACREST CAPITAL LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMFORCE CORP CENTRAL INDEX KEY: 0000006814 STANDARD INDUSTRIAL CLASSIFICATION: COSTUME JEWELRY & NOVELTIES [3960] IRS NUMBER: 362362248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30511 FILM NUMBER: 97622341 BUSINESS ADDRESS: STREET 1: 2001 MARCUS AVE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 7084417300 MAIL ADDRESS: STREET 1: 500 CENTRAL AVENUE CITY: NORTHFIELD STATE: IL ZIP: 60093 FORMER COMPANY: FORMER CONFORMED NAME: LORI CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: APECO CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PHOTOCOPY EQUIPMENT CO DATE OF NAME CHANGE: 19710516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY INVESTORS LTD CENTRAL INDEX KEY: 0000930022 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MEMORIAL SQUARE STREET 2: P O BOX 556 CHARLESTON CITY: NEVIS WEST INDIES MAIL ADDRESS: STREET 1: 27 WELLINGTON ST CITY: CORK IRELAND SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE 13D Under the Securities Exchange Act of 1934* COMFORCE CORPORATION ================================================================================ (Name of Issuer) Common Stock, par value $.01 per share ================================================================================ (Title of Class of Securities) 20038K109 ================================================================================ (CUSIP Number) J. David Washburn, Esq. Arter & Hadden 1717 Main Street, Suite 4100 Dallas, Texas 75201 (214) 761-4309 ================================================================================ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 30, 1997 ================================================================================ (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-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with this Statement. G (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 (5%) of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent (5%) 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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). 2 CUSIP No. 20038K109 13D (1) Name of Reporting Person Infinity Investors Limited I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7) Sole Voting 540,549 Power Beneficially (8) Shared Voting 145,206 Owned by Each Power Reporting Person (9) Sole Dispositive 540,549 Power with: (10) Shared Dispositive 145,206 Power (11) Aggregate Amount Beneficially Owned 685,755 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 5.07% Amount in Row (11) (14) Type of Reporting Person* CO * SEE INSTRUCTIONS
3 CUSIP No. 20038K109 13D (1) Name of Reporting Person Seacrest Capital Limited I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7) Sole Voting 56,859 Power Beneficially (8) Shared Voting 628,896 Owned by Each Power Reporting Person (9) Sole Dispositive 56,859 Power with: (10) Shared Dispositive 628,896 Power (11) Aggregate Amount Beneficially Owned 685,755 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 5.07% Amount in Row (11) (14) Type of Reporting Person* CO
* SEE INSTRUCTIONS 4 CUSIP No. 20038K109 13D (1) Name of Reporting Person Fairway Capital Limited I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7) Sole Voting 84,347 Power Beneficially (8) Shared Voting 601,408 Owned by Each Power Reporting Person (9) Sole Dispositive 84,347 Power with: (10) Shared Dispositive 601,408 Power (11) Aggregate Amount Beneficially Owned 685,755 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 5.07% Amount in Row (11) (14) Type of Reporting Person* CO
* SEE INSTRUCTIONS 5 CUSIP No. 20038K109 13D (1) Name of Reporting Person Infinity Emerging Opportunities Limited I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7) Sole Voting 12,000 Power Beneficially (8) Shared Voting 673,755 Owned by Each Power Reporting Person (9) Sole Dispositive 12,000 Power with: (10) Shared Dispositive 673,755 Power (11) Aggregate Amount Beneficially Owned 685,755 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 5.07% Amount in Row (11) (14) Type of Reporting Person* CO
* SEE INSTRUCTIONS 6 CUSIP No. 20038K109 13D (1) Name of Reporting Person Global Growth Limited I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7) Sole Voting 6,000 Power Beneficially (8) Shared Voting 679,755 Owned by Each Power Reporting Person (9) Sole Dispositive 6,000 Power with: (10) Shared Dispositive 679,755 Power (11) Aggregate Amount Beneficially Owned 685,755 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 5.07% Amount in Row (11) (14) Type of Reporting Person* CO
* SEE INSTRUCTIONS 7 AMENDMENT NO. 3 TO SCHEDULE 13D Filed Pursuant to Rule 13d-2 INTRODUCTORY STATEMENT The Statement on Schedule 13D relating to the common stock, par value $.01 per share (the "Common Stock") of COMFORCE Corporation, a Delaware corporation (the "Issuer"), filed jointly by (i) Infinity Investors Limited, (ii) Seacrest Capital Limited, (iii) Fairway Capital Limited, (iv) Infinity Emerging Opportunities Limited and (v) Global Growth Limited, each Nevis, West Indies business corporations (collectively, the "Reporting Persons") on March 11, 1997, Accession Number 0000950134-97-001719 (the "Original Filing"), as amended by Amendment No. 1 to the Original Filing on April 9, 1997, Accession Number 0000950134-97-002745 (the "Amendment No. 1"), and Amendment No. 2 to the Original Filing on April 14, 1997, Accession Number 0000950134-97-002890 (the "Amendment No. 2"), is further amended and supplemented by this Amendment No. 3 as set forth herein. Except as otherwise provided herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to such terms in the Original Filing. 1. SECURITY AND ISSUER. NOT AMENDED. 2. IDENTITY AND BACKGROUND. NOT AMENDED. 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The response to Item 3 is hereby amended to add the following: Pursuant to a put option granted by the Issuer to each of Infinity and Fairway (the "Put Option"), the terms of which are contained in that Letter Agreement dated February 27, 1997 between the Issuer, Infinity and Fairway (the "Letter Agreement") (which such Letter Agreement has been filed as Exhibit 99.6 to the Original Filing and is incorporated herein by reference) the Issuer repurchased, effective May 30, 1997, 133,657 Shares of Common Stock from Infinity and 22,275 Shares of Common Stock from Fairway, for a purchase price equal to $7d per share. Accordingly, the Issuer paid an aggregate purchase price of approximately $985,714 to Infinity and $164,286 to Fairway in connection with the exercise of the Put Option (exclusive of an aggregate of $15,000 in default interest accruing on such payment from the date of exercise of the Put Option). In addition, Infinity and Fairway exercised the Put Option with respect to an additional 133,657 Shares and 22,275 Shares, respectively, as of May 28, 1997 as a result of the Issuer's failure to repay or redeem the Bridge Notes by such date. Although the May 28, 1997 exercise of 8 the Put Option has not been consummated as of the date of this filing, it is expected to close within 60 days from the date hereof. As a result, the 155,932 Shares to be acquired by the Reporting Persons have been included in the number of shares deemed beneficially owned hereunder. The purchase price to be paid by the Issuer for such additional shares shall be $7d per share or an aggregate $1,150,000. In the event the Issuer fails to repay or redeem the Bridge Notes by June 27, 1997 or July 27, 1997, Infinity and Fairway shall have the option to require the Issuer to purchase additional Shares of the Issuer for the prices and at the terms specified in the Letter Agreement. In addition, an aggregate of 44,000 Additional Bridge Warrants (as hereinafter defined) were issued and became exercisable by the Reporting Persons on the following dates:
Reporting Person Additional Bridge Warrants ---------------- ----------------------------- April 26, 1997 May 28, 1997 -------------- ------------ Infinity 12,000 12,000 Fairway 4,000 4,000 Emerging Opp. 4,000 4,000 Global Growth 2,000 2,000
The Reporting Persons may receive subsequent issuances of Additional Bridge Warrants as described in response to Item 5(b) to this Statement on Schedule 13D. 4. PURPOSE OF TRANSACTION. NOT AMENDED. 5. INTEREST IN SECURITIES OF THE ISSUER. The response to Item 5(a) is hereby amended and restated, in its entirety, to read as follows: (a) The Reporting Persons, as a group, may be deemed to be the beneficial owners of an aggregate of 685,755 shares of Common Stock (of which an aggregate of 264,928 shares of Common stock are acquirable upon exercise of the December Warrants, the February Warrants and the Additional Bridge Warrants) constituting approximately 6.6% of the outstanding Common Stock of the Issuer (based on 13,259,025 shares of Common Stock outstanding at May 5, 1997 pursuant to the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (the "10-Q")). Individually and without reference to the "group" described above, Infinity, Seacrest, Fairway, Emerging Opportunities and Global Growth may be deemed to be the beneficial owners of 540,549, 56,859, 84,347, 12,000 and 6,000 shares of Common Stock, respectively, (of which 191,884, 29,250, 25,794, 12,000 and 6,000 shares of Common Stock are acquirable by such Reporting Persons, respectively, upon exercise of the December Warrants, the February Warrants and the Additional Bridge Warrants). Accordingly, based on the information contained in the 10-Q, Infinity, Seacrest, Fairway, Emerging Opportunities and Global Growth may be deemed the beneficial 9 owners of 4.02%, .43%, .6%, .09% and .05%, respectively, of the outstanding Common Stock of the Issuer. The response to Item 5(b) is hereby amended and restated in its entirety, as follows: (b) Each of the Reporting Persons believes that it has sole voting and dispositive power over the Shares held by it, but acknowledges that, because it is a member of a "group" as such term is used in Rule 13d-5, it may be deemed to have shared voting and dispositive power over the Shares held by the other Reporting Persons. Furthermore, upon acquisition of any Warrant Shares, each Reporting Person anticipates that it would have sole voting and dispositive power over all of the Warrant Shares acquired as a result thereof, but acknowledges that, because it is a member of a "group" as such term is used in Rule 13d-5, it may be deemed to have shared voting and dispositive power over the Warrant Shares held by the other Reporting Persons. However, pursuant to Rule 13d-4, each Reporting Person disclaims beneficial ownership of those Shares or Warrant Shares over which it does not have sole voting and dispositive power. The table below summarizes the number of Shares, December Warrant Shares, February Warrant Shares and Additional Bridge Warrants over which each Reporting Person holds sole voting and dispositive power and shared voting and dispositive power:
COMMON STOCK DECEMBER WARRANT SHARES FEBRUARY WARRANT SHARES ADDITIONAL BRIDGE WARRANTS ------------------------ ------------------------ ------------------------ -------------------------- SOLE SHARED SOLE SHARED SOLE SHARED SOLE SHARED VOTING/ VOTING/ VOTING/ VOTING/ VOTING/ VOTING/ VOTING/ VOTING/ DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Infinity 348,665 72,162 155,884 43,044 12,000 10,000 24,000 20,000 Seacrest 27,609 393,218 29,250 169,678 0 22,000 0 44,000 Fairway 44,553 376,274 13,794 185,134 4,000 18,000 8,000 36,000 Emerging Opp. 0 420,827 0 198,928 4,000 18,000 8,000 36,000 Global Growth 0 420,827 0 198,928 2,000 20,000 4,000 40,000
In addition to the securities described above, each of Infinity, Fairway, Emerging Opportunities and Global Growth may be issued an indeterminable number of additional shares of Common Stock pursuant to the terms of the respective Bridge Loan Agreements (collectively, the "Additional Bridge Warrants"). The exact number of Additional Bridge Warrants potentially acquirable by each such Reporting Person is determined by reference to the formula contained in the applicable Bridge Loan Agreements and, in each case, is affected by the market price of the Issuer's Common Stock as of specified dates and the Issuer's ability to repay the $12.5 million aggregate principal amount of 8%/10% Subordinated Convertible Debentures (the "Bridge Notes") issued in connection with Bridge Loan Agreements. Except to the extent specifically set forth in the foregoing chart, the number of shares reported as beneficially owned by the Reporting Persons herein excludes any shares issuable in connection with the exercise of Additional Bridge Warrants not outstanding at the date of 10 this Amendment No. 3. A form of Bridge Note was attached as Exhibit 99.9 to the Original Filing. The response to Item 5(c) is hereby amended to add the following: (c) During the period from April 10, 1997 through June 9, 1997, the Reporting Persons disposed of an aggregate of 200,700 Shares of Common Stock of the Issuer in the open market. The total sales proceeds derived from these transactions was $1,263,618. Specifically, the Reporting Persons listed below effected the following trades on the dates indicated:
Reporting Persons ----------------- Date Infinity Seacrest Price/Share Amount ---- -------- -------- ----------- ---------- 4/10/97 70,000 30,000 6.2500 $ 625,000 4/14/97 1,750 750 6.2500 15,625 4/15/97 350 150 6.2500 3,125 4/16/97 1,050 450 6.2500 9,375 4/22/97 700 300 6.3750 6,375 4/24/97 3,360 1,440 6.2500 30,000 5/2/97 1,700 6.2500 10,625 5/5/97 1,000 6.2500 6,250 5/6/97 500 6.2500 3,125 6/2/97 15,300 6,600 6.6421 145,462 6/3/97 15,330 6,570 6.2500 136,875 6/5/97 3,150 1,350 6.2500 28,125 6/6/97 20,650 8,850 6.2500 184,375 6/9/97 6,580 2,820 6.3065 59,281 ----------- $1,263,618 ===========
Except as specifically set forth herein, the Reporting Persons have not effected any transactions in the shares of Common Stock of the Issuer within the preceding sixty (60) days. (d) NOT AMENDED. (e) NOT AMENDED. 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER. NOT AMENDED. 7. MATERIAL TO BE FILED AS EXHIBITS. NOT AMENDED. 11 SIGNATURE After reasonable inquiry, I certify that to the best of my knowledge and belief the information set forth in this Amendment No. 3 to Schedule 13D is true, complete and correct. Date: June 10, 1997 INFINITY INVESTORS LIMITED By: /s/ James A. Loughran ---------------------------------- James A. Loughran Director SEACREST CAPITAL LIMITED By: /s/ James E. Martin ---------------------------------- James E. Martin President FAIRWAY CAPITAL LIMITED By: /s/ James E. Martin ---------------------------------- James E. Martin President INFINITY EMERGING OPPORTUNITIES LIMITED By: /s/ James E. Martin ------------------------------- James E. Martin Director GLOBAL GROWTH LIMITED By: /s/ James E. Martin ------------------------------- James E. Martin Director Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S. C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----