Ed: Look at SEC filing
Item 2. Identity and Background.
The entity filing this statement is Kingsway Securities Holdings Limited, a British Virgin Islands company ("KSHL"). KSHL has its principal business and
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office address at P.O. Box 71, Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. KSHL is a holding company and, as such, its principal business involves the holding of investments.
During the last five (5) years, KSHL has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, KSHL has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, therefore, is not 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 any finding with respect to such laws.
KSHL has only one director, William K. Lam, who is a Canadian citizen. Mr. Lam's principal business address is c/o Kingsway Group, 10 Harcourt Road, 5/F, Hutchison House, Central, Hong Kong. During the last five (5) years, Mr. Lam has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, Mr. Lam has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, therefore, is not 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 any finding with respect to such laws.
As of the date of the filing of this Schedule 13D, KSHL is a wholly-owned subsidiary of Kingsway International Holdings Limited, a Bermuda company ("KIHL"). The principal business and office address of KIHL is c/o Kingsway Group, 5/F, Hutchison House, 10 Harcourt Road, Central, Hong Kong, and its principal business is the same as that of KSHL. During the last five (5) years, KIHL has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, KIHL has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, therefore, is not subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or
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State securities laws or any finding with respect to such laws. The names, business addresses, principal businesses and countries of citizenship of the directors and executive officers of KIHL are set forth on Schedule 1 hereto.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the terms of a Stock Purchase Agreement, dated as of January 12, 2000 (the "Purchase Agreement"), by and among HK Weaver Group Ltd (formerly known as Kingsway Electronic Services Ltd), a British Virgin Islands company ("Kingsway"), the Issuer, and Universal Trading Technologies Corporation, a Delaware corporation and a subsidiary of ("UTTC"), and the Issuer. Kingsway
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acquired beneficial ownership of 123,240 shares of UTTC's Series KW Convertible Preferred Stock (the "Preferred Stock"), for an aggregate purchase price of $3,000,000. Kingsway did not purchase any of the Preferred Stock with borrowed funds. Kingsway purchased the Preferred Stock with funds from its holding company, KIHL. The Preferred Stock was then transferred to KSHL pursuant to an oral agreement by and between Kingsway and KSHL.
Under the terms of the Purchase Agreement, Kingsway was granted certain exchange rights which entitled Kingsway to exchange its shares of Preferred Stock into shares of the Common Stock.
Item 4. Purpose of Transaction.
KSHL's acquisition of the Preferred Stock and Common Stock was for investment purposes.
As of the date of the filing of this Schedule 13D, none of KSHL nor, to the knowledge of KSHL, any of its executive officers or directors, has any plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of Issuer.
(a) The percentage interest held by KSHL presented below and in Row 13 above is based on the number of shares of the Issuer's Common Stock that was reported to be outstanding as of November 7, 2001, in the Issuer's 10-Q quarterly report filed on November 7, 2001, for the period ended September 30, 3001 (the "Outstanding Shares").
As of the date of the filing of this Schedule 13D, KSHL directly and beneficially owns 18,489,274 shares of Common Stock, representing approximately 31.6% of the Outstanding Shares.
William K. Lam, the sole director of KSHL, directly and beneficially owns 29,000 shares of Common Stock. Except as described in this Schedule 13D, KSHL is not aware of the beneficial ownership of the Common Stock by any other executive officer or director of KSHL.
Mr. Richard Yin, the deputy Chief Executive Officer and a director of KIHL, has been granted options to acquire 100,000 shares of the common stock of the Issuer at an exercise price of $5.50 per share and options to acquire 100,000 shares of the common stock of UTTC at an exercise price of $2.50 per share. Mr. Yin has not yet exercised any of these options. Except as described in this Schedule 13D, KSHL is not aware of the beneficial ownership of the Common Stock by any other executive officer or director |
