-----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, GZbJ8zvqcYkV29vbXVsqUDZ9w39RV2SK8vW3I5AWBBSSfTSeo2nXv9mKS0WTye24 qmtcr8lzW0btDwfC9DJ0PA== /in/edgar/work/0001005477-00-008233/0001005477-00-008233.txt : 20001130 0001005477-00-008233.hdr.sgml : 20001130 ACCESSION NUMBER: 0001005477-00-008233 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMAGING DIAGNOSTIC SYSTEMS INC /FL/ CENTRAL INDEX KEY: 0000790652 STANDARD INDUSTRIAL CLASSIFICATION: [3845 ] IRS NUMBER: 222671269 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-51631 FILM NUMBER: 780371 BUSINESS ADDRESS: STREET 1: 6531 NW 18TH COURT CITY: PLANTATION STATE: FL ZIP: 33313-4520 BUSINESS PHONE: 3057460500 MAIL ADDRESS: STREET 1: 6531 NW 18TH COURT CITY: PLANTATION STATE: FL ZIP: 33313-4520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHARLTON AVENUE LLC CENTRAL INDEX KEY: 0001128786 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O CITRO FUND SERVICES LTD CORPORATE CT STREET 2: WINWARE ONE WESTBURY RD PO BOX 31106 CITY: GRAND CAYMAN MAIL ADDRESS: STREET 1: C/O CITRO FUND SERVICES LTD CORPORATE CT STREET 2: WINWARD ONE WESTBURY RD PO BOX 31106 CITY: GRAND CAYMAN SC 13G 1 0001.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Rule 13d-102 Under the Securities Exchange Act of 1934 (Amendment No. )* IMAGING DIAGNOSTIC SYSTEMS, INC - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 45244W100 - -------------------------------------------------------------------------------- (CUSIP Number) July 17, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1 (b) |X| Rule 13d-1 (c) |_| Rule 13d-1 (d) - ---------- * 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. 45244W100 13G - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charlton Avenue, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 3,837,209 (see Note A) -------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY N/A OWNED BY -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 3,837,209 (see Note A) WITH -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,837,209 (see Note A) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4% (see Note A) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO (see Note A) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT ITEM 1 (a) NAME OF ISSUER Imaging Diagnostic Systems, Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 6531 N.W. 18th Court, Plantation, Florida 33313 ITEM 2 (a) NAME OF PERSON FILING Charlton Avenue LLC (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE C/o Citco Fund Services Ltd. Corporate Centre Windward One West Bay Road PO Box 31106 SMB Grand Cayman, Cayman Islands (c) CITIZENSHIP Cayman Islands (d) TITLE OF CLASS OF SECURITIES Common Stock, no par value (e) CUSIP NUMBER 45244W100 ITEM 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (b) |_| Bank as defined in section 3(a)(6) of the Act (c) |_| Insurance company as defined in section 3(a)(19) of the Act (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) (f) |_| An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) (g) |_| A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) (h) |_| A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J) If this statement is filed pursuant to Rule 13d-1(c), check this box |X| ITEM 4 OWNERSHIP (a) Amount beneficially owned: 3,837,209 (see Note A) (b) Percent of class: 3.4% (see Note A) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 3,837,209 (see Note A) (ii) Shared power to vote or to direct the vote: N/A (iii) Sole power to dispose or to direct the disposition of: 3,837,209 (see Note A) (iv) Shared power to dispose or to direct the disposition of: N/A ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_| ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON N/A ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY N/A ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A ITEM 9 NOTICE OF DISSOLUTION OF GROUP N/A ITEM 10 CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. November 29, 2000 --------------------------------------------- (Date) Charlton Avenue LLC --------------------------------------------- (Signature) By: Navigator Management Ltd. --------------------------------------- By: s/ Arlene de Castro --------------------------------------- Its: Assistant Secretary --------------------------------------- By: s/ Theresa Felix --------------------------------------- Its: Secretary --------------------------------------- NOTE A The Reporting Entity is filing this Form 13-G at the express direction of the Commission's staff. Based on information provided by the Issuer, there are currently outstanding 108,953,817 shares of the Common Stock of the Issuer. Reporting Entity currently owns 193,798 shares of the Common Stock of the Issuer. Reporting Person currently holds $4,700,000 principal amount of the Issuer's 9% Series K Convertible Preferred Stock. Under its terms, the Preferred Stock is convertible into shares of Common Stock of the Issuer, at a conversion rate (the "Conversion Price") equal to the lesser of (a) $1.29 or (b) 87.5% of the lowest three Closing Bid Prices of the Common Stock for the twenty trading days prior to conversion date. The Reporting Person holds no warrants to purchase shares of Common Stock. The Preferred Stock may not be convertible into shares of Common Stock of the Issuer by the holder, because terms of the Preferred Stock restrict the rights of Reporting Person to convert if, as a result of such conversion (but without giving effect to shares issuable upon conversions not yet submitted), the Reporting Person and its affiliates would have actual ownership of more than 4.99% of the outstanding shares of the Common Stock of the Issuer. (See BankBoston Capital Corp. (No action letter available August 10, 1987). If all of the Preferred Stock were currently fully convertible and converted at $1.29 per share, the Reporting Person's total shares of Common Stock would be 3,837,209 shares (3.4%), based on an estimated total of 112,597,228 shares of Common Stock outstanding. The Reporting Person disclaims any beneficial interest in or voting rights in the shares of Common Stock of the Issuer held by or issuable upon the exercise of any conversion or other rights held by any other holder of shares or such rights of the Issuer. -----END PRIVACY-ENHANCED MESSAGE-----