-----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, NLEn+f3PQqwjMKKoKEZebnX8fnomo+40Ngj+yLq6r7RaOuSmMrFd0+GNvnNThBqD QhmqwU3Rtha6UkDYNh7t8g== 0000909143-96-000082.txt : 19960725 0000909143-96-000082.hdr.sgml : 19960725 ACCESSION NUMBER: 0000909143-96-000082 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960724 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION MANAGEMENT TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000824578 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 581722085 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40186 FILM NUMBER: 96598382 BUSINESS ADDRESS: STREET 1: 130 CEDAR ST 4TH FLR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2123066100 MAIL ADDRESS: STREET 1: 130 CEDAR STREET CITY: NEW YORK STATE: NY ZIP: 10006 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 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 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13D Under the Securities Exchange Act of 1934* INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION - ------------------------------------------------------------------ (Name of Issuer) Class A Common Stock, par value $.04 per share - ------------------------------------------------------------------ (Title of Class of Securities) 456908300 - ------------------------------------------------------------------ (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) July 19, 1996 - ------------------------------------------------------------------ (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. [ X ] (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). (1) Name of Reporting Person Infinity Investors Ltd. I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [ ] 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 3,886 Power Beneficially (8) Shared Voting N/A Owned by Each Power Reporting Person (9) Sole Dispositive 3,886 Power with: (10) Shared Dispositive N/A Power (11) Aggregate Amount Beneficially Owned 3,886 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by less than 1% Amount in Row (11) (14) Type of Reporting Person* CO * SEE INSTRUCTIONS AMENDMENT NO. 2 TO SCHEDULE 13D Filed Pursuant to Rule 13d-2 INTRODUCTORY STATEMENT The Statement on Schedule 13D relating to the Class A common stock, par value $.04 per share of Information Management Technologies Corporation filed by Infinity Investors Ltd., a Nevis business corporation (the "Reporting Person"), on July 9, 1996, Accession Number 0000950134-96-003403 (the "Original Filing"), and amended by that Amendment No. 1 to Schedule 13D filed on July 15, 1996, Accession Number 0000950134-96-003536 (the "First Amendment") is hereby further amended and supplemented by this Amendment No. 2 as follows. Except as otherwise provided herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to such terms in the Original Filing. Item 1. Security and Issuer. NOT AMENDED. Item 2. Identity and Background. NOT AMENDED. Item 3. Source and Amount of Funds or Other Consideration. The response to Item 3 is hereby amended to add the following: As of July 19, 1996, pursuant to the terms of a Letter Agreement attached as Exhibit 7 hereto and incorporated herein by reference, the Issuer agreed to waive the Ownership Cap with respect to a single transaction resulting in the conversion of not more than 373,886 shares of Common Stock. As a result, pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Person became the beneficial owner of 373,886 shares of Common Stock, or approximately 7.0% of the outstanding Common Stock of the Issuer, based on 4,994,823 shares of Common Stock outstanding on July 18, 1996. Effective July 19, 1996, the Reporting Person converted $411,275 principal amount of the Convertible Debenture and acquired actual ownership of 373,886 shares of Common Stock thereby. Thereafter, also on July 19, 1996, the Reporting Person disposed of 370,000 shares of Common Stock in a single open market transaction at a price of $1.75 per share or an aggregate sales price of $647,500 and, as a result, held 3,886 shares on the date thereof (the "Remaining Shares"). The Reporting Person continues to hold the Remaining Shares. Effective July 19, 1996, the Convertible Debenture had been converted in its entirety. Item 4. Purpose of Transaction. NOT AMENDED. Item 5. Interest in Securities of the Issuer. The response to Item 5 is hereby amended and restated, in its entirety, to read as follows: (a) Immediately upon the Issuer's waiver of the Ownership Cap as described in Item 3 above (July 19, 1996) the aggregate number of shares of Common Stock which may be deemed to have been beneficially owned by the Reporting Person as of such date was 373,886 shares constituting approximately 7.0% of the outstanding Common Stock of the Issuer (based on 4,994,823 shares of Common Stock outstanding at July 18, 1996 pursuant to the Issuer's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and additional information received from the Issuer). The aggregate number of shares of Common Stock which may be deemed to be beneficially owned by the Reporting Person on the date hereof is 3,886 shares, constituting .1% of the outstanding Common Stock of the Issuer, based on 5,368,709 shares of Common Stock outstanding at July 19, 1996, pursuant to the Issuer's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and additional information received from the Issuer. (b) The Reporting Person has the sole power to vote and dispose of the Remaining Shares. (c) Except as specified herein, in the Original Filing, or in the First Amendment, the Reporting Person has effected only the following transaction in the shares of Common Stock of the Issuer within the preceding sixty (60) days: Date Type of Transaction No. of Shares Price/Share ------------------------------------------------------------- 7/15/96 Market Sale 800 $2.1875
(d) Not applicable. (e) The Reporting Person ceased to be the owner of more than five percent (5%) of the Common Stock on July 19, 1996. Item 6. Contracts, Arrangements, or Understandings with Respect to Securities of the Issuer. The Reporting Person has no other contracts, arrangements, understandings, or relationships with any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. The response to Item 7 is hereby amended to add the following: EXHIBIT NO. EXHIBIT 99.6 Amendment No. 2 to Convertible Debenture, dated July 18, 1996 99.7 Letter Agreement, dated July 19, 1996 SIGNATURE After reasonable inquiry, I certify that to the best of my knowledge and belief the information set forth in this Statement is true, complete and correct. Date: July 23, 1996 INFINITY INVESTORS LTD. By: /s/ James A. Loughran James A. Loughran Director Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S. C. 1001). SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF INFINITY INVESTORS LTD. Set forth below is the name, citizenship (or place of organization, as applicable), business address and present principal occupation or employment of each director and executive officer of Infinity Investors Ltd. (the "Reporting Person").
Name and Position Citizenship or Present Principal With Place of Occupation or Reporting Organization Business Address Employment Person - -------------- ---------------- ----------------- - --------- Cofides S.A.* Memorial Square Nevis business Director (Nevis, P. O. Box 556 corporation which West Indies) Nevis, West Indies serves as the Director of various entities James Loughran 38 Hertford Street Lawyer Director (Irish) London, England W1Y 7TG James E. Martin 38 Hertford Street Accountant Director British London, England W1Y 7TG SECORD Limited 38 Hertford Street British corporation Secretary (England) London, England which serves as the W1Y 7TG Secretary of various entities Margareta Hedstrom 37 Shepherd Street Business Executive President/ (Swedish) London, England Treasurer W1Y 7LH - ---------- * The members of the Board of Directors of Cofides S.A. are James A. Loughran, Siobhan B. Loughran, James E. Martin, Ashley Bolt + Co. Limited and Margareta Hedstrom.
The Reporting Person advises that no persons and/or organizations control the Reporting Person (either individually or as a group) as that term is used in Instruction C to Rule 13d-101 promulgated under the Securities Exchange Act of 1934, as amended. EX-99 2 Exhibit 99.6 AMENDMENT NO. 2 TO 6% CONVERTIBLE DEBENTURE DUE MARCH 5, 1998 AMENDMENT to the 6% Convertible Debenture due March 5, 1998, as amended by Amendment No. 1 thereto dated as of June 20, 1996 (the "Debenture") of Information Management Technology, Inc., a Delaware corporation (the "Company"), dated as of this 18th day of July, 1996. W I T N E S S E T H: WHEREAS, the Company has issued the Debenture in the original principal amount of Two Million One Hundred Thousand Dollars ($2,100,000.00), of which Four Hundred Eleven Thousand, Two Hundred Seventy Five Dollars ($411,275) is presently outstanding; and WHEREAS, the Debentures are convertible by their terms into shares of the Company's common stock, par value $.04 per share (the "Common Stock"); and WHEREAS, the Company wishes to amend the Debenture as set forth below: NOW, THEREFORE, IT IS AGREED: 1. Section 3.1(b) of the Debenture is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following new Section 3.1(b): "(b) Less than all of the principal amount of this Debenture may be converted into Common Stock if the portion converted is $10,000 or a whole multiple of $10,000 and the provisions of this Article 3 that apply to the conversion of all of the Debenture also apply to the conversion of a portion of it. All or any portion of the Debenture is convertible at any time, and from time to time, beginning forty (40) days after the closing of the Holder's purchase of this Debenture (the "Closing"). The conversion price shall be the lesser of (x) $1.10 or (y) thirty percent (30%) of (less than) the current market price of the Common Stock on the conversion date (the "Conversion Date")." 2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Debenture. 3. The interpretation and construction of this Amendment, and all matters relating hereto, shall be governed by the laws of the State of New York applicable to agreements executed and to be performed solely within such State. 4. This Amendment shall become effective as of the date (the "Effective Date") first written above, on the date when the Company shall have signed a copy hereof. 5. From and after the Effective Date all references to the Debenture (whether in the Debenture, the Offshore Convertible Securities Subscription Agreement of Information Management Technology, Inc., dated as of March 5, 1996 or any other document or agreement prepared in connection with the transaction contemplated thereby) shall be deemed to be references to the Debenture as amended hereby. IN WITNESS WHEREOF, the Company has caused its corporate name to be hereunto subscribed by its officers thereunto duly authorized, all as of the day and year first above written. INFORMATION MANAGEMENT TECHNOLOGY, INC. By: /s/ Joseph A. Gitto ----------------------- Name: Joseph A. Gitto Title: President Agreed and acknowledged this 18th day of July, 1996 INFINITY INVESTORS LTD. By: /s/ James A. Loughran --------------------- Name: James A. Loughran Title: Director EX-99 3 Exhibit 99.7 SUISSE FINANCE CORPORATION 27 Wellington Road Cork, Ireland VIA FAX: (212) 962-4551 July 22, 1996 Information Management Technologies Corporation 130 Cedar Street New York, NY 10006 Attention: Mr. Joseph A. Gitto, Jr. Re: Amendment to 6% Convertible Debentures due 3/5/98 Dear Mr. Gitto: Enclosed is a Notice of Conversion requesting that $411,275 principal amount of our debentures referenced above be converted. Our calculations reflect that the conversion price should be $1.10 per share, which should generate 373,886 shares of Information Management Technologies Corporation (the "Company") common stock. Such conversion will require that the company waive the provision in the debenture which limits our right to convert the debenture in the event that after such conversion, Infinity would own more than 4.99% of the outstanding common stock of the Company. Please acknowledge this letter where indicated to evidence such waiver. The stock certificate should be delivered to our representative from the law firm of Watson, Farley & Williams, who will be present at the offices of American Stock Transfer tomorrow. The remaining debenture should be delivered to: Infinity Investors, Ltd. Attn: Barrett Wissman 1601 Elm Street Suite 4000 Dallas, TX 75201 Please note that the debenture terms should reflect the amendment thereto which you executed this morning. Hard copies of the Notice of Conversion and Debentures are being sent by overnight mail tonight. Thank you or your prompt assistance. Sincerely, /s/ Clark Hunt Clark Hunt, Consultant Acknowledged this 22nd day of July, 1996 INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION By: /s/ Joseph A. Gitto ------------------------------- Name: Joseph A. Gitto Title: President -----END PRIVACY-ENHANCED MESSAGE-----