-----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, QvJ264k11NHbVNHfgbiJAfGgtHJ39QwPx7B6/MlHacCHYIk8U8UmM3koU5trsy82 3MO/OJ9Fm9QlYYSdNh8WpQ== 0001005477-98-000744.txt : 19980317 0001005477-98-000744.hdr.sgml : 19980317 ACCESSION NUMBER: 0001005477-98-000744 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980313 SROS: NASD GROUP MEMBERS: CLEARWATER FUND IV LLC GROUP MEMBERS: CLEARWATER OFFSHORE FUND LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFINITE GROUP INC CENTRAL INDEX KEY: 0000884650 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 521490422 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53687 FILM NUMBER: 98565280 BUSINESS ADDRESS: STREET 1: 300 METRO CENTER BLVD STREET 2: 923 INCLINE WAY 8 CITY: WARWICK STATE: RI ZIP: 02886 BUSINESS PHONE: 7028314680 MAIL ADDRESS: STREET 1: 300 METRO CENTER BLVD STREET 2: 923 INCLINE WAY 8 CITY: WARWICK STATE: RI ZIP: 02886 FORMER COMPANY: FORMER CONFORMED NAME: INFINITE MACHINE CORP DATE OF NAME CHANGE: 19971015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLEARWATER FUND IV LLC CENTRAL INDEX KEY: 0001038539 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 611 DRUID ROAD EAST STREET 2: SUITE 200 CITY: CLEARWATER STATE: FL ZIP: 34616 MAIL ADDRESS: STREET 1: 611 DRUID ROAD EAST STREET 2: SUITE 200 CITY: CLEARWATER STATE: FL ZIP: 34616 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. )(1) Infinite Machines Corp. ---------------------------------------------------- (Name of Issuer) Common Stock, $.001 Par Value ---------------------------------------------------- (Title of Class of Securities) 456910 ---------------------------------------------------- (CUSIP Number) Todd J. Emmerman, Esq., c/o Rosenman & Colin LLP 575 Madison Avenue New York, NY 10022 (212) 940-8873 ---------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 19, 1997 ---------------------------------------------------- (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 |_|. (1) 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). Page 1 13D CUSIP No. 456910 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Clearwater Fund IV, LLC - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |X| 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 Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 2,452,277 Shares Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 0 Person -------------------------------------------------------- With 9 Sole Dispositive Power 2,452,277 Shares -------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,452,277 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 19.6% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 13D CUSIP No. 456910 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Clearwater Offshore Fund Ltd. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |X| 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 Bahamas - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 197,100 Shares Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 0 Person -------------------------------------------------------- With 9 Sole Dispositive Power 197,100 Shares -------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 197,100 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 1.6% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 Item 1. Security and Issuer This statement relates to the shares of Common Stock, .001 par value per share (the "Common Stock"), of Infinite Machines Corp. (the "Company"), a corporation organized under the laws of the State of Delaware. The principal executive offices of the Company are located at 300 Metro Center Blvd., Warwick, Rhode Island 02886. Item 2. Identity and Background (a)-(c) Clearwater Fund IV, LLC ("Clearwater LLC") is a Delaware limited liability company whose investment strategy is to make investments in domestic equity and debt securities. The principal business address of Clearwater LLC is 611 Druid Road East, Suite 200, Clearwater, Florida, 33756. The Managing Member of Clearwater LLC is Hans Frederic Heye. Mr. Heye's principal business address is 611 Druid Road East, Suite 200, Clearwater, Florida 33756. Mr. Heye is principally employed as the President of the Clearwater Funds, a series of private investment entities. Clearwater Offshore Fund Ltd. ("Clearwater Offshore") is a Bahamian corporation whose investment strategy is to make investments in domestic equity and debt securities. The principal business address of Clearwater Offshore is c/o New World Trustees (Bahamas) Limited, Euro-Canadian Centre, Marlboro Street, P.O. Box N-4465, Nassau, Bahamas. The trading manager of Clearwater Offshore is Clearwater Futures, Inc., the President of which is Mr. Heye. The address of Clearwater Futures is 611 Druid Road East, Suite 200, Clearwater, Florida 33756. The Directors of Clearwater Offshore are Silkwood Nominees Ltd., a Bahamian corporation and Manning Consultant Ltd., a Bahamian corporation, each of which principally functions as a provider of administrative services for offshore funds. Pursuant to Rule 13d-1(f)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule 13D is being filed by Clearwater LLC and Clearwater Offshore. Clearwater Offshore and Clearwater LLC (collectively, the "Reporting Persons") are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act by virtue of the fact that Mr. Heye, the Managing Member of Clearwater LLC is the President of Clearwater Futures, Inc., the trading manager of Clearwater Offshore. Page 4 (d) To the best knowledge of the Reporting Persons, during the last five years, none of the persons named in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) To the best knowledge of the Reporting Persons, during the last five years, none of the persons names in this Item 2 was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to any 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. (f) Mr. Heye is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. The aggregate amount of funds used by Clearwater LLC to purchase the shares of Common Stock reported herein as being beneficially owned by it (including commissions) was approximately $2,699,251. The source of funds used to purchase said shares of Common Stock was working capital. The aggregate amount of funds used by Clearwater Offshore to purchase the shares of Common Stock reported herein as being beneficially owned by it (including commissions) was approximately $237,954. The source of funds used to purchase said shares of Common Stock was working capital. Item 4. Purpose of Transaction. The Reporting Person acquired the securities reported herein as being beneficially owned by such Reporting Persons for investment purposes. Depending upon market conditions and other factors that the Reporting Persons may deem material to its investment decisions, the Reporting Persons may purchase additional shares of the securities of the Company in the open market or in private transactions, or may dispose of all or a portion of the securities of the Company that it owns or hereafter may acquire. Except as otherwise set forth herein, the Reporting Persons have no plans or proposals which relate to, or could result in any matters referred to in paragraphs (b) through (j) of Item 4 of Schedule 13D. Page 5 Item 5. Interest in Securities of the Issuer. (a)-(b) Clearwater LLC beneficially owns 2,452,277 shares of the Company's Common Stock (comprising approximately 19.6% of the outstanding Common Stock of the Company as of November 5, 1997 based on the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997). Clearwater LLC has the sole power to vote and dispose of all such shares. Clearwater Offshore beneficially owns 197,100 shares of the Company's Common Stock (comprising approximately 1.6% of the outstanding Common Stock of the Company as of November 5, 1997 based on the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997). Clearwater Offshore has the sole power to vote and dispose of all such shares. Collectively, the Reporting Persons own 2,649,377 shares of the Company's Common Stock representing approximately 21.2% of the outstanding Common Stock of the Company as of November 5, 1997 based on the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997. (c) Clearwater LLC acquired beneficial ownership of 2,214,077 of the shares of Common Stock reported herein in private transactions with the Company and in open market transactions between September 19, 1997 and December 31, 1997. On January 30, 1998, Clearwater LLC purchased 85,000 shares of Common Stock on the open market at a price per share of $1.6374. On February 27, 1998, Clearwater LLC purchased 153,200 shares of Common Stock on the open market at a price per share of $1.5876. Clearwater Offshore acquired beneficial ownership of all of the shares of Common Stock reported herein as being beneficially owned by Clearwater Offshore in open market transactions between September 25, 1997 and December 29, 1997. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. Page 6 Item 7. Material to be Filed as Exhibits 1. Agreement, dated March 13, 1998 among the Reporting Persons relating to filing of a joint acquisition statement pursuant to Rule 13d-1(f)(1). Page 7 SIGNATURE After reasonable inquiry, and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 13, 1998 CLEARWATER FUND IV, LLC /s/ Hans Frederic Heye ------------------------------------ By: Hans Frederic Heye Title: Managing Member CLEARWATER OFFSHORE FUND LTD. By: MANNING CONSULTANT LTD., a director By: FALKIRK S.A., as attorney-in-fact By: /s/Carol Goodwin ------------------------------------ Title: Director Page 8 Exhibit Index Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 1. Agreement, dated March 13, 1998 among the Reporting Persons relating to the filing of a joint acquisition statement pursuant to Rule 13d-1(f)(1). Page 9 EX-1 2 AGREEMENT EXHIBIT 1 The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) to file a joint statement on Schedule 13D and amendments thereto pertaining to their beneficial ownership of shares of Common Stock of Infinite Machines Corp. This Agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto. This agreement may be executed in counterparts and all so executed shall constitute the agreement. Dated: March 13, 1998 CLEARWATER FUND IV, LLC /s/ Hans Frederic Heye ------------------------------------ By: Hans Frederic Heye Title: Managing Member CLEARWATER OFFSHORE FUND LTD. By: MANNING CONSULTANT LTD., a director By: FALKIRK S.A., as attorney-in-fact By: /s/Carol Goodwin ------------------------------------ Title: Director Page 10 -----END PRIVACY-ENHANCED MESSAGE-----