SC 13D/A 1 0001.txt SCHEDULE 13D FOR FORMULA GROWTH LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 1 Under the Securities Exchange Act of 1934 Strategic Distribution, Inc. (Name of Issuer) Common Stock, par value $0.10 (Title of Class of Securities) 862701208 (CUSIP Number) Michael F. Devine III, 3220 Tillman Drive, Suite 200, Bensalem, PA 19020 (Name, address and telephone number of person authorized to receive notices and communications) November 15, 2000 ----------------- (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 subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. 1 SCHEDULE 13D CUSIP No. 862701208 Page 1 of 3 1) Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Formula Growth Limited - ("FGL") ------------------------------------------------------------------------------ 2) Check the Appropriate Box If Either Is a Member of a Group (A)(X) (B)( ) 3) SEC Use Only 4) Source of Funds OO 5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] ---------------------------------------------------------------------------- 6) Citizenship or Place of Organization Canada ---------------------------------------------------------------------------- 7) Sole Voting Power 0 Number of Shares ---------------------------------------------------------- Beneficially8) Shared Voting Power 1,393,600 Owned by Each --------------------------------------------------------- Reporting 9) Sole Dispositive Power 0 Person With 10) Shared Dispositive Power 1,393,600 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,393,600 12) Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares ( ) ---------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (114.5% 14) Type of Reporting Person CO 1 Item 1. Security and Issuer This statement relates to the common stock, par value $0.10 ("Common Stock"), of Strategic Distribution, Inc., a Delaware corporation with principal executive offices at 3220 Tillman Drive, Suite 200, Bensalem, Pennsylvania 19020("Strategic"). Item 2. Identity and Background This statement is filed by Formula Growth Limited ("FGL"), a Canadian corporation, which manages and controls Formula Growth Fund ("FGF"), a Canadian mutual fund and Formula Unit Trust ("FUT"), a Canadian mutual fund. FGL's directors are John W. Dobson, Randall W. Kelly, Bette Lou Reade, Ian Soutar, Stuart Cobbett, Roger De Serres, Drummond Birks, Scott Taylor, Morris Godel, and Jacques Tetrault. FGL's executive officers are Randall W. Kelly, Bette Lou Reade, Rene Catafago, Kimberly Holden, John Liddy, Ian Soutar and Stuart Cobbett. The business address for the all entities described herein is 1010 Sherbrooke Street West, Suite 1408, Montreal, Quebec H3A 2R7. The principal business of all entities described herein is investment management. None of the entities described herein have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) during the last five years. Neither FGF nor, to the best of its knowledge, any director, executive officer or controlling person of FGF has, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding FGF or any director, executive officer or controlling person of FGF was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, or finding any violation with respect to federal or state securities laws. All of the entities described herein are citizens of Canada or entities organized under the laws of Canada. Item 3. Source and Amount of Funds or Other Consideration FGF sold 806,500 shares of Strategic Distribution between October 23, 2000 and November 15, 2000 at prices varying between $1.50 and $0.40. As a result of these sales, FGL's ownership of Strategic's common stock through FGF and FUT was reduced to 1,393,600, as FGF now owns 216,500 and FUT owns 1,177,100. Item 4. Purpose of Transaction Not applicable to this amendment. Item 5. Interest in Securities of the Issuer Not applicable to this amendment. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No contracts arrangements, understandings or relationships exist with respect to the securities of the issuer. 2 Item 7. Material to Be Filed as Exhibits. Not applicable. 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: December 22, 2000 Formula Growth Limited /s/ Rene Catafago ------------------------------------- Rene Catafago, Executive Vice President 3