-----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, OgXvwksh49vaUFwFFuE7rMYYrYXDRzuKIljGG7vR8K//S+CDOW76DRXfsg1mO8In 1zhQFFyH0WIZsw6HazOY4Q== /in/edgar/work/20000802/0000909143-00-000220/0000909143-00-000220.txt : 20000921 0000909143-00-000220.hdr.sgml : 20000921 ACCESSION NUMBER: 0000909143-00-000220 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAX INTERNET COMMUNICATIONS INC CENTRAL INDEX KEY: 0001061554 STANDARD INDUSTRIAL CLASSIFICATION: [7320 ] IRS NUMBER: 752715335 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54645 FILM NUMBER: 684629 BUSINESS ADDRESS: STREET 1: 8115 PRESTON RD STREET 2: 8TH FL EAST CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2146910055 MAIL ADDRESS: STREET 1: 8115 PRESTON RD STREET 2: 8TH FL EAST CITY: DALLAS STATE: TX ZIP: 75225 FORMER COMPANY: FORMER CONFORMED NAME: VOXCOM HOLDINGS INC DATE OF NAME CHANGE: 19980512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADAMSKI DIRK CENTRAL INDEX KEY: 0001120848 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: EYSSENCCKSTRASSE 19 STREET 2: FRANKFORT, GERMANY BUSINESS PHONE: 2147614309 SC 13D 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* MAX INTERNET COMMUNICATIONS, INC. - ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 - ----------------------------------------------------------------- (Title of Class of Securities) 928957 10 9 - ----------------------------------------------------------------- (CUSIP Number) J. David Washburn, Esq. Arter & Hadden LLP 1717 Main Street, Suite 4100 Dallas, Texas 75201 214.761.2100 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 31, 2000 - ----------------------------------------------------------------- (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 sec. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for the 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 the disclosures provided in a prior cover page. The information required in 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 NUMBER: 928957 10 9 Schedule 13D ================================================================= (1) Name of Reporting Person Dirk Adamski I.R.S. Identification Nos. of Above Person (entities only) (2) Check the Appropriate Box if a (a) [ ] Member of a Group (see instructions) (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 Germany Number of Shares (7) Sole Voting 1,500,000 Power Beneficially (8) Shared Voting 0 Owned by Each Power Reporting Person (9) Sole Dispositive 1,500,000 Power with: (10) Shared Dispositive 0 Power (11) Aggregate Amount Beneficially Owned 1,500,000 by Each Reporting Person (12) Check if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 8.5% Amount in Row (11) (14) Type of Reporting Person (see instructions) IN - --------------- * Loan by private seller. ================================================================= -2- SCHEDULE 13D ------------ Filed Pursuant to Rule 13d-1 ITEM 1. Security and Issuer. -------------------- This Statement on Schedule 13D relates to the common stock, par value $.0001 per share (the "Common Stock") of Max Internet Communications, Inc. (the "Issuer") and is originally filed by Dirk Adamski (the "Reporting Person") on August 2, 2000. The Issuer's principal executive offices are located at 8115 Preston Road, Eighth Floor - East, Dallas, Texas 75225. ITEM 2. Identity and Background. ----------------------- (a) Name. The name of the Reporting Person is Dirk Adamski. (b) Business Address. The business address for the Reporting Person is Eysseneckstrasse 19, Frankfurt, Germany. (c) Occupation and Employment. The Reporting Person is currently a principal of Adamski Consulting, a business consulting firm. The business address for the Reporting Person's employer is identified in response to Item 2(b) above. (d) and (e) Proceedings. During the previous five (5) years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has the Reporting Person been party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship. The Reporting Person is a citizen of Germany. ITEM 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- The Reporting Person is the beneficial owner of 1,500,000 shares of the Issuer's Common Stock for which he paid an aggregate of $4,500,000 (U.S.). As payment for the shares, the Reporting Person executed and delivered an unsecured promissory note to Jasper Resources, Ltd., the seller of the shares. The note, which is attached as Exhibit 1 hereto and incorporated herein by reference, is payable upon demand. ITEM 4. Purpose of Transaction. ----------------------- The Reporting Person has acquired an interest in the Issuer as an investment and with a view toward making a profit therefrom. Based on a number of factors, including the Reporting Person's evaluation of the Issuer's business prospects and financial condition, the market for the Issuer's shares, general economic and stock market conditions and other investment opportunities, -3- the Reporting Person may purchase additional securities of the Issuer through open market or privately negotiated transactions, or may dispose of all or a portion of the securities of the Issuer now or hereafter owned by him. The Reporting Person does not have any current plans or proposals which would relate to or would result in: * any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; * a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; * any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; * any material change in the present capitalization or dividend policy of the Issuer; * any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; * changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person; * causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; * a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or * any action similar to any of those enumerated above. The Reporting Person reserves the right to determine in the future to change the purpose or purposes described above. ITEM 5. Interests in Securities of the Issuer. -------------------------------------- (a) Aggregate Number and Percentage of Securities. The Reporting Person is the beneficial owner of 1,500,000 shares of Common Stock of the Issuer, representing approximately 8.5% of the class (based upon 17,734,242 shares of Common Stock outstanding at June 1, 2000 pursuant to the Issuer's Registration Statement on Form S-3 (Registration Statement No. 333-31392) declared effective by the U.S. Securities and Exchange Commission as of July 12, 2000). (b) Power to Vote and Dispose. The Reporting Person has sole voting and dispositive power over the shares identified in response to Item 5(a) above. -4- (c) Transactions Within the Past 60 Days. Except as noted herein, the Reporting Person has not effected any other transactions in the Issuer's securities, including its shares of Common Stock, within sixty (60) days preceding the date hereof. (d) Certain Rights of Other Persons. Not applicable. (e) Date Ceased to be a 5% Owner. Not applicable. ITEM 6. Contracts, Arrangements, or Understandings or ---------------------------------------------- Relationships with Respect to Securities of the Issuer. ------------------------------------------------------ Except for the Promissory Note referenced in response to Item 3 above, the Reporting Person does not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Further, the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities. ITEM 7. Material to be Filed as Exhibits. --------------------------------- Exhibit 1 - Promissory Note, dated July 31, 2000 by Dirk Adamski in favor of Jasper Resources, Ltd. [Signature Page Follows] -5- After reasonable inquiry, and to the best of the Reporting Person's knowledge and belief, the undersigned certifies that the information set forth in this Schedule is true, complete and correct. Date: July 31, 2000 /s/ DIRK ADAMSKI ----------------------------- Dirk Adamski Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. sec. 1001). -6- EX-1 2 0002.txt EXHIBIT 1 DEMAND NOTE ----------- 4,500,000,00 07-31-2000 FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the order of Jasper Resources ("Payee"), at the address set forth on the signature page to this Note or at such other place as the holder may designate in writing from time to time, the principal amount of 4,500,000,00 AND 00/100 DOLLARS in lawful money of the United States of America upon the following terms: 1. INTEREST. The unpaid principal amount of this Note shall not accrue interest. Notwithstanding the foregoing, upon default as set forth in Section 6 of this Note, the unpaid principal balance of principal then declared due and payable shall bear interest at the rate of five percent (5%) per annum, calculated on the basis of a 365-day calendar year. 2. PAYMENT. This Note shall be due and payable upon demand. 3. PREPAYMENTS. Any installment of principal payable under the terms of this Note may be prepaid in whole or in part at any time and from time to time before its maturity date, without any penalty or premium. 4. UNCONDITIONAL LIABILITY. The liability of any maker or endorser under this Note shall be unconditional and shall not be in any manner affected by any indulgence whatsoever granted or consented to by the holder of this Note, including but without being limited to any extension of time, renewal or release of security. 5. NO WAIVER BY PAYEE. No delay on the part of Payee in the exercise of any power or right under this Note or under any other instrument executed pursuant to this Note shall operate as a waiver thereof, nor shall a single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any power or right. 6. DEFAULT. If Maker fails or refuses to pay any part of the principal or interest on this Note or any other indebtedness of Maker to Payee when the same becomes due, then, upon prior written notice by Payee to Maker and upon the failure of Maker to cure the default specified in the notice within thirty (30) days of receipt of such notice, the holder of this Note may, at his option, declare the entire unpaid balance of principal and accrued interest on this Note to be immediately due and payable, and the amount declared due and payable shall bear thereafter interest as provided in Section 1 of this Note. The holder may proceed to enforce payment of this Note and to exercise any and all rights and remedies available to him under this Note and applicable laws of Germany. 7. NO ASSIGNMENT. The holder of this Note shall not have right to assign, sell, transfer ownership, discount, pledge as security or otherwise use the value of this Note without written consent of the Maker. 8. COLLECTION EXPENSES. In the event this Note is placed in the hands of an attorney for collection after this Note shall for any reason become due, whether or not suit is brought, or if this Note is collected by any legal proceedings, or under any foreclosure proceedings, the undersigned Maker shall pay all costs of collection of any amounts due under this Note, including, without limitation, reasonable attorneys' fees and expenses of the holder of this Note. 9. SEVERABILITY. In case any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Note, and in lieu of such unenforceable provision there will be added automatically as part of this Note a provision as similar in terms as may be valid, legal and enforceable. 10. HEADINGS. The descriptive headings for the several sections of this Note are inserted for convenience only and do not constitute a part of this Note. 11. GOVERNING LAW. This Note shall be governed by and construed and enforced in accordance with the substantive laws of Germany without regard to conflict of law provisions. 12. BINDING EFFECT. This Note and all of the provisions, conditions, promises and covenants of this Note shall be binding in accordance with the terms of this Note upon Maker and her successors and assigns. [Signature Page Follows] -2- EXECUTED as of the date first above written. MAKER: Payee's Address: Dirk Adamski Jasper Resources Ltd. - ------------------------------ R/Joaquim /s/ Dirk Adamski Tavora, 98 Centro Telemaca, Borba, Parana, Brazil 84261-100 -----END PRIVACY-ENHANCED MESSAGE-----