1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ICHOR CORPORATION
--------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
--------------------------------------------------------------------------
(Title of Class of Securities)
693286 10 6
--------------------------------------------------------------------------
(CUSIP Number)
John M. Musacchio
ICHOR Corporation
50 - 52 Av du Chanoine Cartellier
69230 Saint-Genis Laval
France
--------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 28, 2001
--------------------------------------------------------------------------
(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(b)(3) or (4), check the following box [ ].
2
CUSIP No. 693286 10 6
---------------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Martine Reindle
----------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
--------------------------------------------------------
4) Source of Funds OO
-----------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
----------------------------------------------------------------------
6) Citizenship or Place of Organization Swiss
--------------------------------
Number of (7) Sole Voting Power 2,252,326
Shares Bene- ---------------------
ficially (8) Shared Voting Power 9,124,482
Owned by ------------------
Each Reporting (9) Sole Dispositive Power 4,291,364
Person ----------------
With (10) Shared Dispositive Power 9,124,482
--------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
13,415,846
----------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
----------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 29.1%
------------------
14) Type of Reporting Person IN
--------------------------------------------
3
This Schedule 13D is filed to report a change in the beneficial ownership of
securities of ICHOR Corporation ("ICHOR").
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock (the "Common Stock")
with a $0.01 par value each of ICHOR, a Delaware corporation, having an office
address at 50 - 52 Av du Chanoine Cartellier, 69230 Saint-Genis Laval, France.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed on behalf of Martine Reindle ("Mrs. Reindle"), a
Swiss citizen with an address at CP 18, CH - 1295, Mies, Switzerland. In
addition to being a member of the board of directors of Aralis Participations
S.A. a Swiss holding company, Mrs. Reindle is the managing director of
Datasphere S.A., a Swiss banking software company.
During the past five years, Mrs. Reindle has not been convicted in any criminal
proceeding.
During the past five years, Mrs. Reindle has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in 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 violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mrs. Reindle acquired her shares of Common Stock as a result of a stock exchange
(the "Stock Exchange") that became effective on March 28, 2001 pursuant to two
separate Share Exchange Agreements (the "Share Exchange Agreements"), both dated
December 13, 2000, among ICHOR and the shareholders of Hippocampe S.A.
("Hippocampe"), which included Mrs. Reindle. Pursuant to the Share Exchange
Agreements, ICHOR acquired approximately 99.9% of the outstanding shares of
Hippocampe in consideration of an aggregate of approximately 33,311,398 Common
Shares, representing approximately 72% of the currently issued and outstanding
shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Mrs. Reindle acquired the Common Stock for investment purposes. Mrs. Reindle
reserves the right to make additional purchases of shares of Common Stock on the
open market, in private transactions and from treasury. Except as otherwise
disclosed, Mrs. Reindle does not have any present intention or understandings to
effect any of the transactions listed in Item 4(a)-(j) of Regulation 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mrs. Reindle directly beneficially owns 4,291,364 shares of Common Stock over
which she has sole voting power. In addition, Mrs. Reindle is a member of the
board of directors, and owns 44.9% of the outstanding voting shares, of Aralis
Participations S.A., which is the holder of record of 9,124,482 shares of Common
Stock. As a result, Mrs. Reindle may be deemed to have or share voting and/or
investment power over the Common Shares owned by Aralis Participations S.A.
These securities represent in aggregate approximately 29.1% of the outstanding
common stock of ICHOR on a diluted basis, after giving effect to the exchange of
certain exchangeable preferred shares of 6543 Luxembourg S.A., a wholly-owned
subsidiary of ICHOR, into shares of common stock of ICHOR.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mrs. Reindle has given authority to vote 2,039,038 Common Shares beneficially
owned by her to Pierre-Francois Serres, who holds these Common Shares in
usufrucht.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
4
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
July 6, 2001
-------------------------------------
(Date)
/s/ Martine Reindle
-------------------------------------
Name: Martine Reindle