SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
SPIGADORO, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
848506101
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(CUSIP Number)
JACOB AGAM, CHAIRMAN OF THE BOARD
VERTICAL FINANCIAL HOLDINGS
C/O VERTICAL CAPITAL LTD.
HSBC REPUBLIC BUILDING
RUE DU PRE
ST. PETER PORT
GUERNSEY, CHANNEL ISLANDS GY1 1LU
011-44-1481-716-278
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
OCTOBER 19, 2000
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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 13d-1(g), check the following box
[ ].
(Continued on following pages)
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vertical Financial Holdings
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
oo
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5 CHECK BOX 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
LIECHTENSTEIN
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,509,092
OWNED BY ---------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,509,092
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,509,092
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gruppo Spigadoro, N.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
oo
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5 CHECK BOX 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
The Netherlands
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 37,541,797
OWNED BY ---------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
37,541,797
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,541,797
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55%
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14 TYPE OF REPORTING PERSON
HC
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 (the "Amendment") relates to the common
stock, par value $.01 per share ("Common Stock"), of Spigadoro, Inc., a Delaware
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 70 East 55th Street, 24th floor, New York, New York 10022. This Amendment
supplements the Schedule 13D filed with the Securities and Exchange Commission
on January 27, 2000.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
VERTICAL FINANCIAL HOLDINGS.
Vertical Financial Holdings ("Vertical") is a corporation
organized under the laws of Liechtenstein. Vertical is a European-based private
equity firm focusing primarily on investments in the high technology industry.
Vertical's address is Hambrechtikerstrasse 61, CH-8640, Rapperswil, Switzerland.
Set forth below are the name, present principal occupation or employment, the
current business address and citizenship of each director and executive officer
of Vertical:
Jacob Agam. Mr. Agam serves as the Chairman of the Board of
Vertical. Mr. Agam also serves as the Chairman of the Board and Chief Executive
Officer of the Issuer, an entity that primarily produces and sells animal feed
and pasta and flour products, and the Chairman of the Board of Gruppo Spigadoro,
N.V. ("Gruppo Spigadoro"), a holding company. Mr. Agam is a founder and serves
as the Chairman of the Board of Orida Capital Ltd. and Vertical Capital Ltd.,
companies engaged in investment banking services and private equity,
respectively. Mr. Agam is a citizen of Israel and his business address is c/o
Vertical Capital Ltd., HSBC Republic Building, Rue du Pre, St. Peter Port,
Guernsey, Channel Islands, GY1 1LU.
Bruno Derungs. Mr. Derungs serves as a Managing Director of
Vertical. Mr. Derungs is the principal of Derungs Treuhandgesellschaft AG, a
financial consulting and fiduciary company and the record owner of Vertical. Mr.
Derungs is a citizen of Switzerland and his business address is c/o Vertical,
Hombrechtikerstrasse 61, CH-8640 Rapperswil, Switzerland.
William Dartmouth. William Dartmouth serves as a director of
Vertical. Mr. Darmouth has been a private investor for the past five years.
William Dartmouth is a citizen of Great Britain and his business address is 30
St. James's Street, London, England SW1.
Neither Vertical nor, to the best of its knowledge, any of its
directors or executive officers has ever been convicted in any criminal
proceeding, nor has been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
such entity or person was or is now 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.
Through various intermediate entities, a trust, the beneficiaries
of which are members of the Agam family (the "Agam Family Trust"), beneficially
owns all of the capital stock of Vertical. As a result, the Agam Family Trust
may be deemed to beneficially own all of the shares of Common Stock beneficially
owned by Vertical for the purposes of Regulation 13D.
GRUPPO SPIGADORO.
Gruppo Spigadoro is a corporation organized under the laws of the
Netherlands. Gruppo Spigadoro is a holding company. Gruppo Spigadoro's address
is Strawinskylaan 1725, 1077 XX, Amsterdam, the Netherlands. Set forth below are
the name, present principal occupation or employment, the current business
address and citizenship of each director and executive officer of Gruppo
Spigadoro:
Jacob Agam. Mr. Agam is the Chairman of the Board of Gruppo
Spigadoro. See description above.
Ernst-Pieter Knupfer. Mr. Knupfer is a Managing Director of Gruppo
Spigadoro. Mr. Knupfer is a lawyer and the Senior Account Manager at Citco
Nederland B.V. ("Citco") and is the attorney-in-fact of Trust International
Management (T.I.M.) B.V., a wholly-owned subsidiary of Citco ("Trust
International"). Mr. Knupfer is a citizen of the Netherlands and his business
address is Strawinskylaan 1725, 1077 XX Amsterdam.
Trust International Management (T.I.M.) B.V. Trust International
is a corporation organized under the laws of the Netherlands and is a
wholly-owned subsidiary of Citco. Mr. Knupfer serves as the attorney-in-fact of
Trust International. The business address of Trust International is
Strawinskylaan 1725, 1077 XX Amsterdam.
Neither Gruppo Spigadoro nor, to the best of its knowledge, any of
its directors or executive officers has ever been convicted in any criminal
proceeding, nor has been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
such entity or person was or is now 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.
Vertical and its affiliates beneficially own approximately 75% of
Gruppo Spigadoro and may be deemed to control Gruppo Spigadoro. As a result of
such possible control, Vertical may be deemed to beneficially own all of the
shares of Common Stock beneficially owned by Gruppo Spigadoro for the purposes
of Regulation 13D.
Through its ownership of Vertical, the Agam Family Trust may be
deemed to beneficially own all of the shares of Common Stock beneficially owned
by Gruppo Spigadoro for the purposes of Regulation 13D. The Agam Family Trust
disclaims beneficial ownership of the shares of Common Stock owned by Gruppo
Spigadoro which are attributable to the 25% interest in Gruppo Spigadoro not
beneficially owned by the Agam Family Trust and which the Agam Family Trust may
be deemed to beneficially own based upon its possible control of Gruppo
Spigadoro. This Schedule 13D shall not be deemed an admission that the Agam
Family Trust is the beneficial owner of such shares for purposes of this
Schedule 13D or for any other purpose.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
In October 2001, Gruppo Spigadoro agreed to convert the remaining
balance of a demand promissory note payable by the Issuer to Gruppo Spigadoro
(the "Note Conversion") into a term note payable on December 31, 2002 with an
aggregate principal amount of $5,305,000 (the "Term Note"). In addition, in
October 2001, an affiliate of Gruppo Spigadoro loaned an aggregate of $3 million
(the "October Loan") to the Issuer evidenced by a note (the "October Note"). In
consideration for the Note Conversion and the October Loan, the Issuer agreed to
issue 2,400,000 shares of Common Stock to Gruppo Spigadoro, which shares were
issued in February 2002. A copy of the Term Note is attached hereto as Exhibit 4
and is incorporated herein by reference hereby. A copy of the October Note is
attached hereto as Exhibit 5 and is incorporated herein by reference hereby.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The purpose of the Note Conversion and October Loan was to provide
additional working capital to the Issuer in connection with negotiations between
the Issuer and its lenders. See also Item 5 below.
The Reporting Persons intend to evaluate the performance of the
Common Stock from time to time as an investment in the ordinary course of
business. Depending on such evaluations, the Reporting Persons may acquire
additional shares of Common Stock or may determine to sell or otherwise dispose
of all or some of the Common Stock. Whether the Reporting Persons actually
effect such sales will depend on their continuing evaluation of the diversity of
their investment portfolios, as well as the price level of the Common Stock,
available opportunities to dispose of the Common Stock, conditions in the
securities markets and general economic and industry conditions. These sales may
take place in the open market, through privately negotiated transactions with
third parties, or through any other manner permitted by applicable law.
Except as disclosed herein, neither of the Reporting Persons nor
any of their executive officers, directors or control persons, has any current
plans or proposals with respect to any of the items described in (a) through (j)
of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
As of March 28, 2002, there were 67,628,016 shares of Common Stock
issued and outstanding as reported in the Issuer's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on April 16, 2002. As of April
24, 2002, for the purposes of Rule 13d-3, Vertical beneficially owned an
aggregate of 1,509,092 shares of Common Stock, or approximately 2.2% of the
issued and outstanding shares of Common Stock, including 690,152 shares issuable
upon exercise of warrants beneficially owned by Vertical and exercisable within
60 days. Vertical has sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of the shares of 1,509,092 shares
of Common Stock, including 690,152 shares issuable upon exercise of warrants
beneficially owned by Vertical and exercisable within 60 days.
Through various intermediate entities, the Agam Family Trust
beneficially owns all of the capital stock of Vertical. As a result, the Agam
Family Trust may be deemed to beneficially own all of the shares of Common Stock
beneficially owned by Vertical for the purposes of Regulation 13D.
Vertical's beneficial ownership excludes an aggregate of 589,314 shares
and 890,151 shares issuable upon exercise of warrants held by Behala Anstalt,
Lupin Investment Services Ltd. and Henilia Financial Ltd. (the "Vertical
Assignees"). Pursuant to agreements with third party investors in each Vertical
Assignee, Vertical owns equity interests in each Vertical Assignee entitling it
to varying percentages of the profits resulting from the sale of the shares held
by each Vertical Assignee. In addition, pursuant to agreements with the Vertical
Assignees, the trustee of each Vertical Assignee has voting and dispositive
power over the shares held by each Vertical Assignee, although Vertical retains
the right to appoint or terminate the appointment of the trustee.
As of April 24, 2002, for the purposes of Rule 13d-3, Gruppo
Spigadoro beneficially owned an aggregate of 37,541,797 shares of Common Stock,
or approximately 55% of the issued and outstanding shares of Common Stock.
Gruppo Spigadoro has sole power to vote or to direct the vote and the sole power
to dispose or to direct the disposition of 37,541,797 shares of Common Stock.
Through various intermediate entities, including Vertical, the
Agam Family Trust beneficially owns approximately 75% of Gruppo Spigadoro and
may be deemed to control Gruppo Spigadoro. Mr. Agam and members of his family
are the beneficiaries of the Agam Family Trust. As a result of such possible
control, the Agam Family Trust may be deemed to beneficially own all of the
shares of Common Stock beneficially owned by Gruppo Spigadoro for the purposes
of Regulation 13D. The Agam Family Trust disclaims beneficial ownership of the
shares of Common Stock owned by Gruppo Spigadoro which are attributable to the
25% interest in Gruppo Spigadoro not beneficially owned by the Agam Family Trust
and which the Agam Family Trust may be deemed to beneficially own based upon its
possible control of Gruppo Spigadoro. This Schedule 13D shall not be deemed an
admission that the Agam Family Trust is the beneficial owner of such shares for
purposes of this Schedule 13D or for any other purpose.
Except as described above, neither of the Reporting Persons has
shared power to vote or to direct the vote or shared power to dispose or to
direct the disposition of any shares of Common Stock.
On April 25, 2000, Gruppo Spigadoro transferred 400,000 shares of
Common Stock to Mr. Lucio de Luca in consideration for services rendered and in
settlement of an employment contract between Gruppo Spigadoro and Mr. De Luca.
On October 19, 2000, Gruppo Spigadoro transferred 333,333 shares
of Common Stock to its Italian counsel in consideration for services rendered to
Gruppo Spigadoro.
On September 24, 2001, Gruppo Spigadoro transferred 250,000 shares
of Common Stock to Mr. Marc Goldfarb, a director of the Issuer, in consideration
for services rendered to Gruppo Spigadoro.
In October 2001, in consideration for the Note Conversion and the
October Loan, the Issuer agreed to issue 2,400,000 shares of Common Stock to
Gruppo Spigadoro, which shares were issued in February 2002.
In December 2000, 6,120,700 shares of Common Stock (the "Escrowed
Shares") were released from escrow and issued to Gruppo Spigadoro upon the
repayment of certain promissory notes issued by the Company to Mr. Carlo
Petrini. The Escrowed Shares were placed in escrow to secure the repayment of
the promissory notes issued by the Company to Mr. Carlo Petrini.
Except as described herein, during the past sixty days, there were
no transactions in the shares of Common Stock, or securities convertible into or
exchangeable for shares of Common Stock, by either of the Reporting Persons or
any person or entity controlled by such Reporting Person or any person or entity
for which such Reporting Person possesses voting control over the securities
thereof, except as described in this Schedule 13D.
No other person is known by the Reporting Persons to have the
right to receive or power to direct dividends from, or proceeds from the sale
of, shares of Common Stock beneficially owned by the Reporting Persons, except
as described under Item 6.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
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RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
Except as described below or elsewhere in this Statement or
incorporated by reference in this Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between any
of the Reporting Persons or, to the best of their knowledge, any of the persons
named in this Statement or between any of the Reporting Persons and any other
person or, to the best of their knowledge, any person named in this Statement
and any other person, with respect to any securities of the Issuer, including,
but not limited to, transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
---------------------------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
4 Promissory Note dated as of October 1, 2001 in aggregate principal amount
of $5,305,000 filed as Exhibit 10.59 to the Issuer's Annual Report on
Form 10-K filed with the Securities and Exchange Commission on
April 16, 2002 and incorporated by reference herein.
5 Promissory Note dated as of October 24, 2001 in aggregate principal amount
of $3,000,000 filed with the Securities and Exchange Commission on
April 16, 2002 and incorporated by reference herein.
6 Joint Filing Agreement dated as of April 26, 2002 by and between Vertical
Financial Holdings and Gruppo Spigadoro, N.V.
</TABLE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: April 26, 2002
VERTICAL FINANCIAL HOLDINGS
By: /s/ Jacob Agam
-----------------------------------
Jacob Agam
Chairman of the Board and
Chief Executive Officer
GRUPPO SPIGADORO, N.V.
By: /s/ Jacob Agam
----------------------------------
Jacob Agam
Chairman of the Board
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
4 Promissory Note dated as of October 1, 2001 in aggregate principal amount
of $5,305,000 filed as Exhibit 10.59 to the Issuer's Annual Report on
Form 10-K filed with the Securities and Exchange Commission on
April 16, 2002 and incorporated by reference herein.
5 Promissory Note dated as of October 24, 2001 in aggregate principal amount
of $3,000,000 filed with the Securities and Exchange Commission on
April 16, 2002 and incorporated by reference herein.
6 Joint Filing Agreement dated as of April 26, 2002 by and between Vertical
Financial Holdings and Gruppo Spigadoro, N.V.
</TABLE>
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D filing herewith
relating to the shares of common stock of Spigadoro, Inc. is filed jointly on
behalf of each of the undersigned pursuant to Rule 13d-1(k).
Dated: April 26, 2002
VERTICAL FINANCIAL HOLDINGS
By: /s/ Jacob Agam
---------------------------------
Name: Jacob Agam
Title: Chairman of the Board and Chief
Executive Officer
GRUPPO SPIGADORO, N.V.
By: /s/ Jacob Agam
---------------------------------
Name: Jacob Agam
Title: Chairman of the Board