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
Aralis Participations S.A.
----------------------------------------------------------------------
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 9,124,482
Shares Bene- ---------------------
ficially (8) Shared Voting Power 0
Owned by ------------------
Each Reporting (9) Sole Dispositive Power 9,124,482
Person ----------------
With (10) Shared Dispositive Power 0
--------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,124,482
----------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
----------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 19.8%
------------------
14) Type of Reporting Person CO
--------------------------------------------
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 Aralis Participations S.A. ("Aralis"), a
Swiss corporation with an address at Les Avouillons 4, CH-1196 Gland VD,
Switzerland. Aralis is a Swiss holding company.
During the past five years, Aralis has not been convicted in any criminal
proceeding.
During the past five years, Aralis 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
Aralis acquired its 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 Aralis. 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.
Aralis acquired the Common Stock for investment purposes. Aralis 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, Aralis
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.
Aralis directly beneficially owns 9,124,482 shares of Common Stock over which he
has sole voting power. These securities represent in aggregate approximately
19.8% 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.
None
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 18, 2001
------------------------------------
(Date)
Aralis Participations S.A.
By: /s/ Ernest Lubke
---------------------------------
(Signature)
Ernest Lubke, Managing Director
------------------------------------
(Name and Title)