-----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, My7x0ABj3K+IT6SbGWnfNgJDaEcfqSN0bZ5daC6MZmQM3/OmBlpzmGzpvbyyCiIG MRRRn7tgVpviYfCurm9mkQ== 0001000096-98-000196.txt : 19980330 0001000096-98-000196.hdr.sgml : 19980330 ACCESSION NUMBER: 0001000096-98-000196 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980327 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SC&T INTERNATIONAL INC CENTRAL INDEX KEY: 0001000079 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 860737579 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47001 FILM NUMBER: 98575910 BUSINESS ADDRESS: STREET 1: 15695 NORTH 83RD WAY CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 6023689490 MAIL ADDRESS: STREET 1: 15695 NORTH 83RD WAY CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAMERON CAPITAL LTD CENTRAL INDEX KEY: 0001025864 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 CAVENDISH ROAD STREET 2: HAMILTON CITY: BERMUDA HM 19 STATE: D0 BUSINESS PHONE: 4412955455 MAIL ADDRESS: STREET 1: 10 CAVENDISH ROAD STREET 2: HAMILTON CITY: BERMUDA HM 19 STATE: D0 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) SC&T INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 783975 10 5 ---------------- (CUSIP Number) Jeremy Peele 10 Cavendish Road Hamilton, Bermuda HM 19 (441) 295-5455 -------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Kenneth S. Witt Freeborn & Peters 950 Seventeenth Street, Suite 2600 Denver, Colorado 80202 (303) 628-4200 March 18, 1998 ---------------------------------------------------- (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: [ ]. 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). ================================================================================ CUSIP No. 783975 10 5 13D/A ================================================================================ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Cameron Capital Ltd. I.R.S. No.: None - -------------------------------------------------------------------------------- (2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- (7) SOLE VOTING POWER 355,900 ------------------------------------ (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 WITH ------------------------------------ (9) SOLE DISPOSITIVE POWER 355,900 ------------------------------------ (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 355,900 - -------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IV - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Statement of Reporting Persons (as defined below) Pursuant to Section 13(d) of the Securities Exchange Act of 1934 In respect of SC&T INTERNATIONAL, INC. This Amendment No. 1 amends and supplements the following Items of the Schedule 13D of Cameron Capital Ltd. (the "Reporting Person") filed November 6, 1996 with respect to the common stock, $.01 par value per share (the "Common Stock"), of SC&T International, Inc. (the "Company"). Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended in its entirety to read as follows: The Reporting Person entered into a subscription agreement with the Company dated June 17, 1996, pursuant to which the Reporting Person agreed to acquire 150 shares of Series A Preferred Stock of the Company, $.01 par value per share (the "Preferred Shares"). The aggregate purchase price for the Preferred Shares was $1.5 million. The Preferred Shares were converted into 1,500,000 shares of Common Stock for no additional consideration. Item 4. Purpose of Transaction Item 4 is hereby amended in its entirety to read as follows: The Reporting Person acquired the Preferred Shares for investment purposes for its own account. The Reporting Person converted the Preferred Shares into 1,500,000 shares of Common stock and it has disposed of such shares at the times that it deemed appropriate based upon the current market conditions, the Company's financial condition, the trading price of the Common Stock and other factors. The Reporting Person does not currently have any plan or intention to acquire additional securities of the Company. Item 5: Interest in Securities of the Issuer Item 5 is hereby amended and supplemented to include the following: (a) As of the start of business on Thursday, March 26, 1998, the Reporting Person may be deemed to beneficially own the following numbers of shares of Common Stock: 3 Number of Shares Name Personally Owned Percentage* ---- ---------------- ----------- Cameron Capital Ltd. 355,900 1.5% None of the Controlling Persons beneficially owns shares of Common Stock that are not already attributed to the Reporting Person herein. (b) The Reporting Person has sole dispositive discretion with respect to all of the shares of Common Stock beneficially owned by such Reporting Person, as reported in Item 5(a) herein. (c) During the past sixty days, the Reporting Person effected the following transactions regarding the Common Stock.
Number of Price per Nature of Shares of Share of Where and How Date Transaction Common Stock Common Stock Transaction Affected ---- ----------- ------------ ------------ -------------------- 3/13/98 Sale 120,000 .105 OTC Bulletin Board 3/16/98 Sale 55,000 .095 OTC Bulletin Board 3/17/98 Sale 50,000 .087 OTC Bulletin Board 3/18/98 Sale 369,000 .087 OTC Bulletin Board 3/19/98 Sale 300,000 .095 OTC Bulletin Board 3/20/98 Sale 150,000 .144 OTC Bulletin Board
(d) Is not applicable. (e) The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on March 18, 1998. - --------------- * Percentages are calculated in accordance with Rule 13d-3(d)(1) on the basis of 23,135,263 outstanding shares of Common Stock, as reported in the Issuer's Quarterly Report on Form 10-QSB for the quarter ended December 31,1997, as filed on March 13, 1998. 4 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. Dated: March 26, 1998 Cameron Capital Ltd. By: /s/ Nic Snelling ---------------------------------- Name: Nic Snelling Title: Chief Financial Officer 5 -----END PRIVACY-ENHANCED MESSAGE-----