UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PACIFICNET INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(Title of Class of Securities)
69511V207
(CUSIP Number)
ROOM 3813, HONG KONG PLAZA, 188 CONNAUGHT ROAD WEST
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 22, 2003
(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 .
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sino Mart Management Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7. SOLE VOTING POWER
NUMBER OF 1,600,000
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,600,000
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000
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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)
25%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 to the Schedule 13D originally filed on August 7, 2000,
relates to the common stock, par value $0.0001 per share (the "Common Stock") of
PacificNet Inc., a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at Room 3813, Hong Kong Plaza, 188 Connaught
Road West.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by Sino Mart Management Ltd. ("Sino Mart"),
a corporation organized and existing under the laws of the British Virgin
Islands (the "Reporting Person"). Mr. ChoSam Tong is the sole shareholder,
Chairman, sole officer and director of the Reporting Person ("Mr. Tong").
(b) The principal business address for Sino Mart and Mr. Tong is: Room 3813,
Hong Kong Plaza, 188 Connaught Road West.
(c) Sino Mart is in the business of providing management consulting services,
venture capital investment, start-up angel investment, technology investment,
business development, joint venture investment, mergers and acquisition, and
business and financial advisory services in the Greater China region. In
addition, Sino Mart is an investment holding company with diversified interests
in technology, telecommunications, and industrial investments through its
subsidiaries.
Mr. Tong is a permanent resident and citizen of Hong Kong SAR China, and is the
sole shareholder, Chairman, sole officer and sole director of the Reporting
Person.
Mr. Tong, age 62, is the Chairman and founder of Sino Mart one of the original
"angel" investors of PacificNet Inc. (Nasdaq:PACT). Sino Mart, founded by Mr.
Tong in 1999, is in the business of providing management consulting services,
venture capital investment, start-up angel investment, technology investment,
business development, joint venture investment, mergers and acquisition,
business and financial advisory services in the Greater China region. In
addition, Sino Mart is also an investment holding company with diversified
interests in technology, telecommunications, and industrial investments through
its subsidiaries. From 1982 to 1999, Mr. Tong served as the Chairman and CEO of
Talent Industrial Company (also known as "TaLee" and "TLC" brands), one of the
largest manufacturers of electronic components and capacitors in China, with
subsidiaries and sino-foreign joint-ventures in Shanghai, Hunan, Guilin,
ChengDu, and over 1000 employees throughout China. Since its founding in 1982 by
Mr. Tong, Talent Industrial Company has been a leading manufacturer and supplier
of electronic components to the telecommunications and consumer electronics
industries in China, serving some of the leading consumer electronic makers in
China such as Hitachi China, KONKA (listed on China's Shenzhen Stock Exchange:
000016.SZ and 200016.SZ), ChangHong (listed on China's Shanghai Stock Exchange:
600839.SS), and Qiao Xing Universal Telephone ( listed on Nasdaq:XING). From
1966 to 1978, Mr. Tong worked as senior engineer, director of product design and
engineering, and deputy factory manager of several state-owned enterprises in
China. Mr. Tong has over 20 years of experience in the financial and industrial
reform of China, sino-foreign joint venture investments, management buy-out
(MBO) and privatization of state-owned enterprises. Mr. Tong received his
Bachelor of Electro-Mechanical Engineering degree from the Shanghai Institute of
Technology in 1965. Mr. Tong also serves as honorary director and lecturer for
several universities in China.
(d) Since its inception in 1999, the Reporting Person has not been convicted in
a criminal proceeding.
During the last five years Mr. Tong has not been convicted in a criminal
proceeding.
(e) Since its inception in 1999, the Reporting Person has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is 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.
During the last five years Mr. Tong has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is 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.
(f) The Reporting Person is a British Virgin Islands (BVI) registered
corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a purchase agreement dated September 22, 2003, the Reporting Person
sold 250,000 shares of the Company's Common Stock to an individual in a private
transaction for an aggregate of $1,000,000, reflecting a sale price of $4.00 per
share.
ITEM 4. PURPOSE OF TRANSACTION.
Except as described in this Item 4 of this Schedule 13D, the Reporting Person
has not formulated any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) any changes in the Company's charter or
by-laws or other actions which may impede the acquisition or control of the
Company by any person; (h) causing a class of securities of the Company to be
delisted from a national securities exchange or cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) causing a class of equity securities of the Company to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or (j) any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 1,600,000 shares of Common Stock,
representing approximately 25% of the total issued and outstanding shares of
Common Stock of the Company, which includes 600,000 shares of common stock
issuable to the Reporting Person upon exercise of a warrant.
Mr. Tong beneficially owns 1,607,000 shares of Common Stock, representing
approximately 25% of the total issued and outstanding shares of Common Stock of
the Company, which includes shares of Common Stock owned by the Reporting
Person, which is controlled by Cho Sam Tong, and 600,000 shares of Common Stock
issuable to the Reporting Person upon the exercise of a warrant.
(b) The Reporting Person has sole voting and dispositive power over its shares.
Mr. Tong has sole voting and dispositive power over the 4,000 shares
beneficially owned directly by Mr. Tong.
(c) Other than the transactions disclosed in Amendment No. 2 to Schedule 13D
filed on August 7, 2003, The Reporting Person has not effected any other
transactions in the Common Stock of the Company in the past 60 days.
Mr. Tong has not effected any transactions in the Common Stock of the Company in
the past 60 days.
(d) To the knowledge of the Reporting Person and those persons identified in
clause (a) of this Item 5, no other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of the Shares.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1. Stock Purchase Agreement between Hill Rider Group Limited
("Purchaser"), Sino Mart Management Limited, a British Virgin Islands
corporation (the "Seller") for the purchase and sale of 250,000 Shares of Common
Stock of PacificNet Inc.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: SEPTEMBER 22, 2003 SINO MART MANAGEMENT LTD.
BY: /S/ CHOSAM TONG
---------------------------------
NAME: CHOSAM TONG
TITLE: CHAIRMAN, DIRECTOR, CEO
EXHIBIT 1. Stock Purchase Agreement between Hill Rider Group Limited
("Purchaser"), Sino Mart Management Limited, a British Virgin Islands
corporation (the "Seller") for the purchase and sale of 250,000 Shares of Common
Stock of PacificNet Inc.
EXHIBIT 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of September
22, 2003, by and between Hill Rider Group Limited, a British Virgin Islands
corporation ("Purchaser"), Sino Mart Management Limited, a British Virgin
Islands corporation (the "Seller").
RECITALS
WHEREAS, the Seller desires to sell, and Purchaser desires to purchase
250,000 shares of common stock of PacificNet Inc. (Nasdaq:PACT) (the "Company")
from Seller for the consideration and on the terms set forth in this Agreement.
NOW THEREFORE, in consideration of the terms and conditions contained
in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be
legally bound hereby, agree as follows:
ARTICLE 1.
SALE AND TRANSFER OF SHARES; CLOSING
SECTION 1.1 THE SHARES. Subject to the terms and conditions hereof, the
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase 250,000
shares of the Company's common stock, par value $0.0001 (the "Shares") at a
price of $4.00 per share (aggregating $1,000,000.00 (the "Purchase Price")).
SECTION 1.2 CLOSING. The purchase and sale (the "Closing") provided for
in this Agreement will take place within sixty (60) days after the execution of
this Agreement or at such other time and place as the parties may agree (the
"Closing Date").
SECTION 1.3 CLOSING OBLIGATIONS. At the Closing, each Seller will
deliver to Purchaser certificates representing the Shares, duly endorsed (or
accompanied by duly executed stock powers). Also at the Closing, Purchaser shall
pay the Purchase Price to Seller by wire transfer or certified check.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller represents and warrants to Purchaser that the following
statements are true, correct and complete as of the date hereof and the Closing
Date:
SECTION 2.1 LEGAL CAPACITY AND AUTHORITY. The Seller has the full legal
capacity and authority to enter into this Agreement and to sell the Shares as
contemplated hereunder.
SECTION 2.2 LIENS AND ENCUMBRANCES. The Shares to be sold by the Seller
hereunder are free and clear of all liens, claims and encumbrances.
SECTION 2.3 AUTHORIZATION. All individual action on the part of Seller
necessary for (a) the authorization, execution, delivery and performance of this
Agreement by Seller, and (b) the performance of all of Seller's obligations
hereunder has been taken. This Agreement is a valid, legal and binding
obligation of Seller, enforceable according to its terms, except as may be
limited by (i) applicable bankruptcy, insolvency, reorganization or other
similar laws of general application relating to or affecting the enforcement of
creditor rights, (ii) laws and judicial decisions regarding indemnification for
violations of federal securities laws, and (iii) the availability of specific
performance or other equitable remedies.
SECTION 2.4 INVESTMENT REPRESENTATIONS.
(a) Seller (i) is an "accredited investor," as that term is defined
in Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"); (ii) has such knowledge, skill and experience in business and financial
matters, based on actual participation, that it is capable of evaluating the
merits and risks of an investment in the Company and the suitability thereof as
an investment for Seller; (iii) has received such documents and information as
it has requested and has had an opportunity to ask questions of representatives
of the Company concerning the terms and conditions of the investment proposed
herein, and such questions were answered to the satisfaction of Seller; and (iv)
is in a financial position to hold the Shares indefinitely and is able to bear
the economic risk and withstand a complete loss of its investment in the
Company.
(b) Seller is acquiring the Shares for investment for its own
account and not with a view to, or for resale in connection with, any
distribution thereof.
(c) Seller understands that the Shares have not been registered
under applicable state or federal securities laws. Seller acknowledges that by
virtue of the provisions of certain rules respecting "restricted securities"
promulgated by the Securities and Exchange Commission, the Shares will be
required to be held indefinitely, unless and until registered under the
Securities Act and applicable state securities laws, or unless an exemption from
the registration requirements of the Securities Act and applicable state
securities laws is available, in which case Seller may still be limited as to
the number of Shares that may be sold.
SECTION 2.5 BROKERS OR FINDERS. Seller has incurred no obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payment in connection with this Agreement.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Seller that the following
statements are true, correct and complete as of the date hereof and the Closing
Date:
SECTION 3.1 LEGAL CAPACITY AND AUTHORITY. Purchaser has the full legal
capacity and authority to enter into this Agreement and to purchase the Shares
as contemplated hereunder.
SECTION 3.2 AUTHORIZATION. All individual action on the part of
Purchaser necessary for (a) the authorization, execution, delivery and
performance of this Agreement by Purchaser, and (b) the performance of all of
Purchaser's obligations hereunder has been taken. This Agreement is a valid,
legal and binding obligation of Purchaser, enforceable according to its terms,
except as may be limited by (i) applicable bankruptcy, insolvency,
reorganization or other similar laws of general application relating to or
affecting the enforcement of creditor rights, (ii) laws and judicial decisions
regarding indemnification for violations of federal securities laws, and (iii)
the availability of specific performance or other equitable remedies.
SECTION 3.3 INVESTMENT REPRESENTATIONS.
(a) Purchaser (i) is an "accredited investor," as that term is
defined in Regulation D under the Securities Act; (ii) has such knowledge, skill
and experience in business and financial matters, based on actual participation,
that it is capable of evaluating the merits and risks of an investment in the
Company and the suitability thereof as an investment for Purchaser; (iii) has
received such documents and information as it has requested and has had an
opportunity to ask questions of representatives of the Company concerning the
terms and conditions of the investment proposed herein, and such questions were
answered to the satisfaction of Purchaser; and (iv) is in a financial position
to hold the Shares for an indefinite time and is able to bear the economic risk
and withstand a complete loss of its investment in the Company.
(b) Purchaser is acquiring the Shares for investment for its own
account and not with a view to, or for resale in connection with, any
distribution thereof.
(c) Purchaser understands that the Shares have not been registered
under applicable state or federal securities laws. Purchaser acknowledges that
by virtue of the provisions of certain rules respecting "restricted securities"
promulgated by the Securities and Exchange Commission, the Shares will be
required to be held indefinitely, unless and until registered under the
Securities Act and applicable state securities laws, or unless an exemption from
the registration requirements of the Securities Act and applicable state
securities laws is available, in which case Purchaser may still be limited as to
the number of such Shares that may be sold. The certificates for the Shares will
bear a conspicuous legend in substantially the form set forth below.
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
UNDER ANY STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, OR
OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE OR ANY
INTEREST THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS OR (B) IF THE COMPANY HAS BEEN
FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO
THE COMPANY, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF
THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS."
SECTION 3.4 BROKERS OR FINDERS. Purchaser has incurred no obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payment in connection with this Agreement.
ARTICLE 4.
MISCELLANEOUS
SECTION 4.1 MODIFICATION OF AGREEMENT; SALE OF INTEREST. This Agreement
may not be modified, altered or amended, except by an agreement in writing
signed by Purchaser and Sellers. Without the prior written consent of the other
party, which consent shall not be unreasonably withheld, no party hereto may
sell, assign or transfer this Agreement, any rights, titles, interests,
remedies, powers, obligations and/or duties hereunder, including by operation of
law.
SECTION 4.2 EXPENSES. Each party shall bear its own expenses in
connection with the transactions contemplated by this Agreement.
SECTION 4.3 PARTIES. This Agreement shall be binding upon and inure to
the benefit of the successors and permitted assigns of Sellers and Purchaser.
SECTION 4.4 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties.
SECTION 4.5 NOTICES. Unless otherwise specified herein, all such
notices, requests, consents, approvals and demands given or made in connection
with the terms and provisions of this Agreement shall be deemed to have been
given or made when personally delivered, or, if mailed, upon the earlier of
actual receipt by the addressee or three days after sent by registered or
certified mail, postage prepaid, or, in the case of overnight courier service
(which may be utilized hereunder), when delivered by the overnight courier
company to the respective address specified above, or, in the case of facsimile
transmission (which may be utilized hereunder), after receipt by the respective
addressee in each case to the appropriate addresses and telecopier numbers set
forth below or to such other addresses and telecopier numbers as a party may
designate by notice to the other parties:
Seller: SINO MART MANAGEMENT LIMITED
Director: TONG Cho Sam
ROOM 3813, HONG KONG PLAZA, 188 CONNAUGHT ROAD WEST, HONG KONG
PURCHASER: HILL RIDER GROUP LIMITED
DIRECTOR NAME : MR. ZHU DAN
ROOM 503, HUA HONG ST.,3#, HUA LIN JU, RIVERSIDE GARDEN, PANYU 511430,
GUANGZHOU, CHINA
SECTION 4.6 GOVERNING LAW. This agreement shall be governed by and
construed under the laws of Hong Kong SAR without giving effect to any choice or
conflict of law provision or rule that would cause the application of the laws
of any jurisdiction other than Hong Kong SAR.
SECTION 4.7 JURISDICTION; SERVICE OF PROCESS. Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of, this
Agreement may be brought against any of the parties in the courts of Hong Kong
SAR.
SECTION 4.8 COUNTERPARTS. This Agreement may be executed in a number of
identical counterparts, each of which, for all purposes, is to be deemed an
original, and all of which collectively constitute one agreement, but in making
proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart. A facsimile or photocopy of an executed
counterpart of this Agreement shall be sufficient to bind the party or parties
whose signature(s) appear thereon.
SECTION 4.9 FURTHER ASSURANCES. Each party will execute and deliver
such further agreements, documents and instruments and take such further action
as may be reasonably requested by the other party to carry out the provisions
and purposes of this Agreement.
SECTION 4.10 TERMINATION; SURVIVAL. The provisions of this Agreement,
including without limitation the representations, warranties and covenants of
the parties, shall survive the Closing.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of
the day and year first written above.
PURCHASER:
HILL RIDER GROUP LIMITED
BY: /S/ ZHU DAN
-------------------------------
NAME: ZHU DAN
TITLE: DIRECTOR
SELLER:
SINO MART MANAGEMENT LIMITED
BY: /S/ CHOSAM TONG
-------------------------------
NAME: CHOSAM TONG
TITLE: MANAGING DIRECTOR