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. 6 )(1)
Appiant Technologies, Inc.
(f/k/a Nhancement Technologies, Inc.)
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
03782R108
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(CUSIP Number)
Gerald L. Fishman
Wolin & Rosen, Ltd.
55 West Monroe Street, Suite 3600
Chicago, IL 60603
312.424.0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 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 [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(SC13D-07/99)
(Continued on following pages)
(Page 1 of 7 Pages)
CUSIP No. 03782R108 13D Page 2 of 7 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
L. Thomas Baldwin III SS No.
L. Thomas Baldwin III Living Trust u/t/a dated 11/9/95 FEIN No.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
See Note A
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF -- See Note A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
Item 2(d) [_]
Item 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 3,237,675 See Note A
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
586,490 See Note A
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,237,675 See Note A
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
586,490 See Note A
CUSIP No. 03782R108 13D Page 3 of 7 Pages
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,086,245 -- L. Thomas Baldwin III (See Note A)
151,430 -- L. Thomas Baldwin III Living Trust (See Note A)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
See Note A
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN -- L. Thomas Baldwin III
OO -- L. Thomas Baldwin III Living Trust
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER
a. Appiant Technologies, Inc.
(f/k/a Nhancement Technologies, Inc.)
6663 Owens Drive
Pleasanton, CA 94588
b. Common Stock, $.01 par value
ITEM 2. IDENTITY AND BACKGROUND
a. L. Thomas Baldwin III a. L. Thomas Baldwin III Living
Trust, L. Thomas Baldwin III, Trustee
b. 141 West Jackson Boulevard b. 141 West Jackson Boulevard
Suite 2850 Suite 2850
Chicago, IL 60604 Chicago, IL 60604
c. Investor, Trader c. Trust, Trustee
d. N/A d. N/A
e. N/A e. N/A
f. USA f. Illinois, USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS FOR OTHER CONSIDERATION
The source of the funds are the personal funds of L. Thomas Baldwin III and
the L. Thomas Baldwin III Living Trust. The aggregate amount of funds used in
making purchases through and including 31 March 2001 for these Reporting Persons
(see Note A) were $49,962,198 for Mr. Baldwin and $2,645,036 for the L. Thomas
Baldwin III Living Trust.
CUSIP No. 03782R108 13D Page 4 of 7 Pages
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of securities of the Issuer is as an
investment by L. Thomas Baldwin III.
a. Mr. Baldwin has no present plans to purchase additional shares of the
Issuer except as a result of possible conversion or exercise of
convertible securities or warrants currently held by him.
b-j. Mr. Baldwin has no present intentions to engage in or cause any of the
matters listed in these subsections of this Item 4. His present
intention is to be and remain an investor in the Issuer. In December,
2000, Mr. Baldwin was elected a director of the Issuer. The timing and
amount of additional purchases, if any, are currently unknown.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
a. Shares owned:
(1) L. Thomas Baldwin III -- 3,237,675 shares (25.2%)
(See Note A)
(2) Rosenthal Collins Group, L.L.C. (See Note A)
(i) L. Thomas Baldwin III -- 435,060 shares (3.4%)
(ii) L. Thomas Baldwin III Living Trust -- 151,430
shares(1.2%)
Total Rosenthal Collins Group, L.L.C. -- 586,490
shares (4.6%)
Total Group (See Note A) -- 3,824,165 shares (29.8%)
b. Voting power:
(1) L. Thomas Baldwin III, individually (See Note A)
Sole voting power -- 3,237,675
Shared voting power --- 586,490
Sole dispositive power -- 3,237,675
Shared dispositive power -- 586,490
(2) Rosenthal Collins Group, L.L.C. (See Note A)
Sole voting power -- 586,490
Shared voting power --- 586,490
Sole dispositive power -- 586,490
Shared dispositive power -- 586,490
CUSIP No. 03782R108 13D Page 5 of 7 Pages
c. In connection with its $2,500,000 Convertible Promissory Note issued
to this Reporting Person, the Issuer agreed to issue this Reporting
Person a Warrant to purchase 462,963 shares of the Issuer's Common
Stock, subject to adjustment and to the issuance of additional
Warrants if the Issuer does not receive certain additional equity
investments. All such Warrants are exercisable immediately at an
exercise price of $2.70 per share (subject to adjustment pursuant to
the terms of the Warrants) and expire 7 years from issuance.
On May 31 2001, this Reporting Person purchased at par, the Issuer's
$150,000 face amount Convertible Promissory Note ("Promissory Note")
due and payable on June 21, 2001, ("Maturity Date"). The number of
shares into which the Promissory Note may be converted on the Maturity
Date is equal to the amount due under the Promissory Note divided by a
conversion price determined by taking 90% of the exercise or
conversion price (or exchange factor) applicable to any security
comprising any interim financing subsequent to the date of the
Promissory Note ("Interim Financing") which is exercisable or
convertible into or exchangeable for the Issuer's Common Stock. If
there is no Interim Financing on or before the Maturity Date, then
this Reporting Person may choose to convert the amount due from the
Issuer into shares at 90% of the closing price of the Issuer's Common
Stock on the trading day immediately preceding the Maturity Date.
In further consideration for the Promissory Note, this Reporting
Person is to receive a warrant to purchase 30,000 shares of the
Issuer's Common Stock, exercisable immediately, at an exercise price
of $1.57 per share. The Issuer has agreed to register the shares
issuable upon exercise in its next registration of shares.
d. N/A
e. N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Note A with respect to the relationships among the persons named
in Item 2 and with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. There are no materials relating to the borrowing of funds to
finance the acquisition, as disclosed in Item 3.
CUSIP No. 03782R108 13D Page 6 of 7 Pages
2. There are no written agreements relating to the acquisition of
Issuer control, liquidation, sale of assets, merger or change
in business or corporate structure or any other matter, as
disclosed in Item 4.
3. There are no written agreements relating to the transfer of
voting of the securities, finders' fees, joint ventures,
options, puts, calls, guarantees of loans, guarantees against
loss of profit, or the giving or withholding of any proxy, as
disclosed in Item 6, except the Common Stock Warrant attached
as an Exhibit hereto.
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.
Date: June 22, 2001.
/s/ L. Thomas Baldwin III
------------------------------------
L. THOMAS BALDWIN III,
Individually and as Trustee of
the L. Thomas Baldwin III Living
Trust u/t/a dated 11/9/95
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
NOTE A
This Schedule 13D represents ownership by the Reporting Person and other members
of the "group" as described below of an aggregate of 3,824,165 shares of common
stock of the Issuer (29.8%), including immediately exercisable warrants to
purchase 300,000 shares at $6.00 per share and 30,000 shares at $1.57 per share,
but excluding (i) shares issuable upon conversion of a $2,500,000 Convertible
Promissory Note and a Warrant to purchase 462,963 shares (as may be adjusted)
(not more than 19.9% without shareholder approval) and (ii) shares issuable upon
conversion of a $150,000 Convertible Promissory Note, all as described in Item
5c above. L. Thomas Baldwin III is a non-voting, non-managing member of
Rosenthal Collins Group, L.L.C., an Illinois limited liability company ("RCG").
RCG is registered with the Commodity Futures Trading Commission as a futures
commission merchant and is a clearing member of all major principal futures
exchanges in the United States and elsewhere. As such, RCG is required to meet
and maintain significant levels of adjusted net capital to comply with CFTC and
exchange clearing requirements.
While RCG has full legal control over 586,490 shares, Mr. Baldwin could always
direct RCG to sell the shares, which accommodation RCG would be willing to
accommodate subject, of course, to all the various capital requirements with
which RCG must comply. Moreover, as an accommodation, RCG would be willing to
defer to Mr. Baldwin with respect to the voting of such shares. Hence, RCG in
Item 5.b has listed the shares deposited with it as owned by it, and it has
listed voting and dispositive power as shared with Mr. Baldwin.
CUSIP No. 03782R108 13D Page 7 of 7 Pages
While the shares of the Issuer held by RCG are owned of record and are under its
total legal control, RCG, solely for purposes of the shares of the Issuer and
not otherwise, should be deemed an affiliate of L. Thomas Baldwin III and Mr.
Baldwin should be deemed de facto beneficial owner of all such shares,
notwithstanding that all such shares are subject to the risks and requirements,
regulatory and market, of RCG.