-----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, Sh9elO97Uehaby6bA6X47mQyuGDh6TJ1NjF33TjA8k3OmqXg9Br6FOJajqipp1gN NM1bRX8lBA8l1BkQMQAmRw== 0000914121-99-001232.txt : 19991214 0000914121-99-001232.hdr.sgml : 19991214 ACCESSION NUMBER: 0000914121-99-001232 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OFFICIAL PAYMENTS CORP CENTRAL INDEX KEY: 0001094998 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 522190781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-57269 FILM NUMBER: 99773226 BUSINESS ADDRESS: STREET 1: 2333 SAN RAMON VALLEY BOULEVARD STREET 2: SUITE 450 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 9258387996 MAIL ADDRESS: STREET 1: 2333 SAN RAMON VALLEY BOULEVARD STREET 2: SUITE 450 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: US AUDIOTEX CORP DATE OF NAME CHANGE: 19990914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL BANK /CA/ CENTRAL INDEX KEY: 0001022398 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 952247354 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O OFFICIAL PAYMENTS CORP STREET 2: 9920 S LA CIENEGA BLVD CITY: INGLEWOOD STATE: CA ZIP: 90301 BUSINESS PHONE: 3104175600 MAIL ADDRESS: STREET 1: OFFICIAL PAYMENTS CORP STREET 2: 9920 S LA CIENEGA BLVD CITY: INGLEWOOD STATE: CA ZIP: 90301 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* OFFICIAL PAYMENTS CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 676235 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) DENNIS J. BLOCK, ESQ. CADWALADER, WICKERSHAM & TAFT 100 MAIDEN LANE NEW YORK, NEW YORK 10038 (212) 504-5555 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 22, 1999 - -------------------------------------------------------------------------------- (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 Rule 13d-1(d)(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-7(b) 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). SCHEDULE 13D CUSIP No. 00755C1100 Page 2 of 5 Pages - -------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IMPERIAL BANK - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)|_| (b)|_| - -------------------------------------------------------------------------------- 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)|_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 12,000,000 NUMBER OF SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 12,000,000 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)|_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) BK - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This Statement relates to shares of common stock, par value $.01 per share (the "Common Stock"), of Official Payments Corporation, a Delaware corporation (the "Corporation"). The Corporation's principal executive office is located at 2333 San Ramon Valley Boulevard, Suite 450, San Ramon, California 94583. ITEM 2. IDENTITY AND BACKGROUND. (a) The person filing this statement is Imperial Bank, a California banking corporation (the "Reporting Person"). (b) The address of the Reporting Person's principal business and principal office is Imperial Bank Building, 9920 South La Cienega Boulevard, Inglewood, California 90301. (c) The principal business of the Reporting Person is that of a bank. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding. (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person originally received limited liability company interests in U.S. Audiotex, LLC, a California limited liability company ("Audiotex"), the predecessor to the Corporation, from Imperial Ventures Inc. ("Imperial Ventures"), a wholly-owned subsidiary of the Reporting Person. Imperial Ventures initially contributed $500,000 in 1996 to purchase a 20% ownership in Audiotex and contributed another $500,000 in 1997 to maintain its 20% ownership interest. In January 1998, the limited liability company interests were dividended to the Reporting Person, and the Reporting Person raised its ownership interest in Audiotex to 80% by contributing $472,914.16 as a capital contribution and an additional $3,423,840.25 as goodwill. The limited liability interests were converted into 12,000,000 shares of the Corporation as described below in Item 5(c). The source of the funds used by the Reporting Person to purchase its ownership interests in Audiotex was its working capital. No funds were borrowed by the Reporting Person. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person has acquired its beneficial ownership in the shares of Common Stock for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) According to the Corporation's Registration Statement on Form S-1, as amended, (File No. 333-87325), as of November 29, 1999, the Corporation has 20,512,280 shares of Common Stock outstanding. The Reporting Person is the beneficial owner of 12,000,000 shares of Common Stock, or 58.5% of the outstanding Common Stock. (b) The Reporting Person has the sole power to vote, or to direct the vote of, 12,000,000 shares of Common Stock and the sole power to dispose of, or to direct the disposition of, 12,000,000 shares of Common Stock. Page 3 of 5 Pages (c) The Reporting Person was formerly an owner of limited liability company interests in Audiotex, as described in Item 3 above. On September 30, 1999, Audiotex was merged into the Corporation, and the Reporting Person's limited liability company interests were converted into shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Person and the Corporation entered into a Registration Rights Agreement which gives the Reporting Person the right to demand, on four occasions, that the Corporation register any shares of Common Stock that the Reporting Person owns. In addition, under the agreement, if the Corporation proposes to register any of its securities, the Reporting Person is entitled to include its shares in the registration. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. Page 4 of 5 Pages 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. Date: December 10, 1999 IMPERIAL BANK By: Richard M. Baker ---------------------------- Name: Richard M. Baker Title: Executive Vice President, General Counsel Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----