SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INTERCALLNET, INC.
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(Name of Issuer)
SERIES A CONVERTIBLE PREFERRED STOCK, $0.0001 PAR VALUE PER SHARE
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(Title of Class of Securities)
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
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(Title of Class of Securities)
45844R105
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(CUSIP Number)
Stanford Venture Capital Holdings, Inc.
5050 Westheimer Road
Houston, Texas 77056
Attention: P. Mauricio Alvarado, Esq.
Telephone No.: (713) 964-5100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Alberto Hernandez, Esq.
Hunton & Williams
1111 Brickell Avenue
Suite 2500
Miami, Florida 33131
February 28, 2001
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(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(e), 13d-1(f) or
or 13d-1(g), check the following box [ ].
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CUSIP No. 45844R105 13D Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stanford Venture Capital Holdings, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 1,500,000 shares of Series A Convertible Preferred Stock*;
3,250,000 shares of Common Stock*
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SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
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OWNED BY 9. SOLE DISPOSITIVE POWER
EACH REPORTING 1,500,000 shares of Series A Convertible Preferred Stock*;
3,250,000 shares of Common Stock*
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PERSON WITH 10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 shares of Series A Convertible Preferred Stock*;
3,250,000 shares of Common Stock*
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0% of Series A Convertible Preferred Stock;
17.4% of Common Stock
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14. TYPE OF REPORTING PERSON
CO
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* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record, if any, by the reporting person. The
filing of this statement shall not be deemed to be an admission that the
reporting person is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this statement.
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CUSIP No. 45844R105 13D Page 3 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
R. Allen Stanford
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States and Antigua
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7. SOLE VOTING POWER
NUMBER OF 1,500,000 shares of Series A Convertible Preferred Stock*;
3,250,000 shares of Common Stock*
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SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
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OWNED BY 9. SOLE DISPOSITIVE POWER
EACH REPORTING 1,500,000 shares of Series A Convertible Preferred Stock*;
3,250,000 shares of Common Stock*
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PERSON WITH 10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 shares of Series A Convertible Preferred Stock*;
3,250,000 shares of Common Stock*
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0% of Series A Convertible Preferred Stock;
17.4% of Common Stock
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14. TYPE OF REPORTING PERSON
IN
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* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record, if any, by the reporting person. The
filing of this statement shall not be deemed to be an admission that the
reporting person is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this statement.
Stanford Venture Capital Holdings, Inc., a Delaware corporation
("SVCH"), and R. Allen Stanford ("Stanford") (SVCH and Stanford are sometimes
collectively referred to herein as the "Reporting Persons"), hereby make this
single joint filing statement on Schedule 13D (this "Schedule 13D") to report
the beneficial ownership of shares of Series A Convertible Preferred Stock, par
value $0.0001 per share (the "Preferred Stock"), and warrants to purchase shares
of common stock, par value $0.0001 per share (the "Common Stock"), respectively,
of Intercallnet, Inc., a Florida corporation (the "Issuer"). As described in
this Schedule 13D, Stanford is joining SVCH in filing this Schedule 13D because,
as the sole shareholder of SVCH, Stanford may be deemed to indirectly
beneficially own the shares of Preferred Stock and Common Stock that are
directly beneficially owned by SVCH. Each of the Reporting Persons expressly
disclaims beneficial ownership of any shares other than the shares owned of
record, if any, by such Reporting Person. The filing of this Schedule 13D shall
not be deemed to be an admission that any Reporting Person is, for the purposes
of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended,
the beneficial owner of any securities covered by this Schedule 13D.
Item 1. Security and Issuer.
The classes of equity securities to which this Schedule 13D relates are
the Series A Convertible Preferred Stock, par value $0.0001 per share, and the
warrants to purchase shares of the common stock, par value $0.0001 per share, of
the Issuer. The principal executive offices of the Issuer are located at 6340
N.W. 5th Way, Ft. Lauderdale, Florida 33309.
Item 2. Identity and Background.
(a)-(c), (f) This statement is being filed jointly by Stanford Venture
Capital Holdings, Inc., a Delaware corporation ("SVCH"), and R. Allen Stanford,
a citizen of the United States and Antigua ("Stanford"). The business address of
SVCH and Stanford is 5050 Westheimer Road, Houston, Texas 77056. Stanford is a
director of SVCH and is the sole shareholder of SVCH. SVCH's principal business
is to provide investment capital and other funding to companies in various
industries.
(d)-(e) During the last five (5) years, none of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was 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.
Pursuant to a Series A Convertible Preferred Stock and Common Stock
Purchase Warrant Purchase Agreement, dated as of February 28, 2002 (the
"Purchase Agreement"), between SVCH and the Issuer, SVCH agreed to purchase from
the Issuer (i) 1,500,000 shares of Preferred Stock (the "Shares") and (ii)
warrants to purchase 6,500,000 shares of Common Stock (the "Warrants"), for an
aggregate purchase price of U.S. $1,500,000. The Warrants are exercisable into
Common Stock for a period of five (5) years at exercise prices ranging from
$0.25 to $1.50 per share in the following increments; 1,000,000 warrants at
$0.25; 1,500,000 warrants at $0.45;
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1,500,000 warrants at $0.65; 1,500,000 warrants at $0.85; 500,000 warrants at
$1.00 and 500,000 warrants at $1.50. SVCH has caused the Issuer to issue an
aggregate of 3,250,000 Warrants to Daniel T. Bogar, William R. Fusselmann,
Osvaldo Pi, and Ronald M. Stein.
In connection with the Purchase Agreement, the Issuer granted to SVCH
certain registration rights, information rights and other rights with respect to
the Shares and the Warrants (the "Registration Rights Agreement"). Furthermore,
SVCH, the Issuer and Scott Gershon entered into that certain Shareholders'
Agreement, dated as of February 28, 2002, to provide certain rights, obligations
and restrictions with respect to the disposition of the Shares and Warrants (the
"Shareholders' Agreement").
As a result, SVCH is the direct beneficial owner of 1,500,000 shares of
Preferred Stock, and warrants to purchase 3,250,000 shares of Common Stock of
the Issuer, such securities representing approximately 100.0% of the outstanding
shares of Preferred Stock and 17.4% of the outstanding shares of the Common
Stock of the Issuer. SVCH used U.S.$1,500,000 of working capital to purchase the
Shares and Warrants reported as being beneficially owned by it in Item 5(a)
hereof.
Item 4. Purpose of Transaction.
The Reporting Persons own 1,500,000 shares of Preferred Stock and
warrants to purchase 3,250,000 shares of Common Stock, or approximately 100.0%
of the outstanding Preferred Stock and 17.4% of the outstanding Common Stock of
the Issuer. The Reporting Persons' purpose in acquiring the shares of Preferred
Stock and Common Stock reported in Item 5(a) hereof is for investment purposes.
Except as set forth above, the Reporting Persons do not have any plans
or proposals that relate to or would result in: (i) the acquisition by any
person of additional securities of the Issuer or the disposition of securities
of the Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer; (iii) a sale or transfer of
a material amount of assets of the Issuer; (iv) 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; (v) any material change in the present capitalization or dividend policy
of the Issuer; (vi) any other material change in the Issuer's business or
corporate structure; (vii) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (viii) 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 interdealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to
any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Preferred Stock
and Common Stock to which this Schedule 13D relates is 1,500,000 and 3,250,000
shares, respectively, representing 100.0% of the shares of Preferred Stock and
17.4% of the shares of Common Stock
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outstanding, as represented to the Reporting Persons by the Issuer. SVCH
directly beneficially owns all of such 1,500,000 shares of Preferred Stock and
3,250,000 shares of Common Stock to which this Schedule 13D relates. Stanford,
as the sole shareholder of SVCH, could be deemed to have indirect beneficial
ownership of the shares of Preferred Stock and Common Stock directly
beneficially owned by SVCH.
(b) SVCH, together with Stanford, has the shared power to vote or
direct the vote and the shared power to dispose or to direct the disposition of
the shares of Preferred Stock and Common Stock reported as beneficially owned by
it in Item 5(a) hereof.
(c) The Reporting Persons' only transaction in shares of Preferred
Stock and Common Stock, respectively, during the past 60 days was the
consummation of the Purchase Agreement identified in Item 3 hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Persons, or between the Reporting
Persons and any person, with respect to any securities of the Issuer, including,
but not limited to, transfer or voting of any of the securities of the Issuer,
finders' 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.
Item 7. Material to be as Exhibits.
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The following documents are being filed as exhibits to this Schedule
13D and are each incorporated herein by reference:
Exhibit 10.1 Series A Convertible Preferred Stock and Common Stock
Purchase Warrant Purchase Agreement, dated as of February
29, 2002, by and Between Standford Venture Capital
Holdings, Inc. Intercallnet, Inc.
Exhibit 10.2 Form of Warrant to purchase shares of common of
Intercallnet, Inc.
Exhibit 10.3 Shareholders' Agreement, dated as February 28, 2002, by
and among Intercallnet, Inc., Stanford Venture Capital
Holdings, Inc., and Scott Gershon.
Exhibit 10.4 Registration Rights Agreement, dated as of February 28,
2002, by and between Intercallnet, Inc. and the Investor
(as that term is defined therein).
Exhibit 99.1 Joint Filing Agreement, dated as of March 12, 2002, by
and between Standford Venture Capital Holdings, Inc. and
R. Allen Standford.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: March 12, 2002 /s/ R. Allen Stanford
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R. Allen Stanford
Date: March 12, 2002 STANFORD VENTURE CAPITAL HOLDINGS, INC.
By: /s/ Yolanda M. Suarez
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Name: Yolanda M. Suarez
Title: Secretary
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EXHIBIT INDEX
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Exhibit No. Exhibit Description
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Exhibit 10.1 Series A Convertible Preferred Stock and Common Stock
Purchase Warrant Purchase Agreement, dated as of February
28, 2002, by and between Stanford Venture Capital
Holdings, Inc. and Intercallnet, Inc.
Exhibit 10.2 Form of Warrant to purchase shares of common stock of
Intercallnet, Inc.
Exhibit 10.3 Shareholders' Agreement, dated as of February 28, 2002, by
and among Intercallnet, Inc., Stanford Venture Capital
Holdings, Inc., and Scott Gershon.
Exhibit 10.4 Registration Rights Agreement, dated as of February 28,
2002, by and between Intercallnet, Inc. and the Investor
(as that term is by and defined therein).
Exhibit 99.1 Joint Filing Agreement, dated as of March 12, 2002, by and
between Stanford Venture Capital Holdings, Inc. and R.
Allen Stanford.
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