<PAGE> 1
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)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Stockwalk.com Group, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.04 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
86149C104
--------------------------------------------------------------------------------
(CUSIP Number)
Jeffrey L. Cotter
5500 Wayzata Boulevard, Suite 800
Minneapolis, MN 55416
(612) 542-6000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 1, 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 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.
*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 ("Act") 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).
(Page 1 of 5 Pages)
<PAGE> 2
CUSIP NO. 86149C104 13D PAGE 2 OF 5 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
John E. Feltl
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
SC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
2,403,594
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
2,403,594
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,403,594
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 86149C104 13D PAGE 3 OF 5 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement relates to the voting common stock, par value $.04 of
Stockwalk.com Group, Inc. (the "Issuer"), a Minnesota corporation, having its
principal executive offices at 5500 Wayzata Boulevard, Suite 800, Minneapolis,
Minnesota 55416.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: John E. Feltl
(b) Business Address:
120 South Sixth Street, Suite 100
Minneapolis, Minnesota 55402
(c) Present Principal Occupation: President and Chief Executive Officer
of R.J. Steichen & Company. R.J. Steichen, a Minneapolis-based brokerage firm,
is a wholly-owned subsidiary of Stockwalk.com Group, Inc. R.J. Steichen's
address is 120 South Sixth Street, Suite 100, Minneapolis, Minnesota 55402.
(d) During the last five years, the reporting person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the reporting person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction. The reporting person is not 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 citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person acquired 2,103,594 shares of Stockwalk.com Group,
Inc. in connection with the merger of R.J. Steichen & Company with a corporate
subsidiary of Stockwalk.com Group, pursuant to which all the issued and
outstanding capital stock of R.J. Steichen was exchanged for an aggregate of
4,315,062 unregistered shares of common stock of Stockwalk.com Group. The
balance of the shares, i.e., 300,000, reported are issuable upon the exercise of
a five-year warrant issued to the reporting person pursuant to the terms of such
merger. This warrant is exercisable at $6.375/share. The reporting person was
the principal shareholder of R.J. Steichen prior to the merger. The balance of
the shares of Stockwalk.com Group issued in connection with the merger were
issued to the remaining shareholders of R.J. Steichen & Company.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Stockwalk.com Group acquired by the reporting person and
the shares issuable to the reporting person upon exercise of the warrant
discussed above, were issued
<PAGE> 4
CUSIP NO. 86149C104 13D PAGE 4 OF 5 PAGES
pursuant to the merger described in Item 3 above. The merger agreement which
governed the issuance of the shares and the warrant is filed as Exhibit 2.6 to
Amendment No. 1 to the Registration Statement on Form S-2 of Stockwalk.com
Group, Inc. (Registration No. 333-35544) filed on June 23, 2000. Pursuant to the
terms of the merger, the reporting person has the right to receive up to an
additional 1,000,000 shares of unregistered common stock of Stockwalk.com Group
if R.J. Steichen achieves certain levels of pre-tax earnings during the two-year
period following completion of the merger. Finally, the reporting person has the
right to receive additional unregistered shares of Stockwalk.com Group upon the
conversion of certain amounts left in R.J. Steichen pursuant to the terms of the
merger agreement. The reporting person is a member of the Board of Directors and
an executive officer of Stockwalk.com Group.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The reporting person owns an aggregate of 2,403,594 shares of
unregistered common stock of Stockwalk.com Group, including 300,000 shares
issuable upon exercise of a warrant. The reporting person owns approximately
9.2% of the outstanding common stock of Stockwalk.com Group. The reporting
person has the sole power to vote and to direct the vote of all securities of
Stockwalk.com Group which are the subject of this report. The reporting person
acquired all shares of Stockwalk.com Group on August 1, 2000. According to its
most recently filed report, there are 25,900,843 shares of Stockwalk.com Group
issued and outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See responses to Items 4 and 5 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Agreement and Plan of Merger, dated as of June 5, 2000, by
and between R.J. Steichen & Company, Stockwalk.com Group,
Inc. and SCG Acquisition Corporation (incorporated by
reference to Exhibit 2.6 to Amendment No. 1 to Registration
Statement on Form S-2 of Stockwalk.com Group, Inc.
(Registration No. 333-35544) filed on June 23, 2000).
<PAGE> 5
CUSIP NO. 86149C104 13D PAGE 5 OF 5 PAGES
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, correct and
complete.
Dated: August 4, 2000
/s/ John E. Feltl
----------------------------------------------
John E. Feltl
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
