SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FIBERNET TELECOM GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
315653105
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(CUSIP Number)
Joseph A. Tortoretti
c/o LTJ Group, Inc.
2821 Cattleman Road
Sarasota, Florida 34232
941-308-2002
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 1, 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 which 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 |_|
Page 1 of 7 pages
NY/307632.3
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SCHEDULE 13D
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CUSIP No. 315653105
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LTJ Group, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0(1)
BENEFICIALLY _________________________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON 12,015,910 (1)(2)
WITH _________________________________________________________________
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1/Pursuant to a stockholders agreement dated May 7, 1999, LTJ Group, Inc.
granted an irrevocable proxy to Signal Equity Partners, L.P., Trident
Telecom Partners, LLC and Concordia Telecom Management, L.L.C. to vote all
of LTJ Group, Inc.'s shares at all meetings of stockholders of the Issuer.
Signal Equity Partners, L.P. Trident Telecom Partners, LLC and Concordia
Telecom Management, L.L.C. have previously filed a Schedule 13D.
2/Includes 7,433,220 shares of Common Stock of the Issuer held by Signal
Equity Partners, L.P., Trident Telecom Partners, LLC and Concordia Telecom
Management, L.L.C., which, together with LTJ Group, Inc., may constitute a
"group" for purposes of Rule 13d-1(k)(1) of the Securities Exchange Act of
1934 by virtue of the irrevocable proxy referred to above. Also, includes
currently exercisable options to purchase 190,000 shares of Common Stock
which are held by Joseph A. Tortoretti; 1,000 shares of Common Stock owned
by Joseph A. Tortoretti. In addition, 3,000 shares of Common Stock owned
by Patricia Tortoretti, Lynn Tortoretti and Todd Tortoretti, each a family
member of Joseph A. Tortoretti, and currently exercisable options to
purchase 5,886 shares of Common Stock are held by Todd Tortoretti.
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9 SOLE DISPOSITIVE POWER
4,391,690
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,391,690
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.57%
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14 TYPE OF REPORTING PERSON
CO
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NY/307632.3
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Schedule 13D
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Item 1. Security and Issuer.
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, $0.001 par value (the "Common Stock"), of FiberNet
Telecom Group, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 570 Lexington Avenue, New York,
New York 10022.
Item 2. Identity and Background.
(a) LTJ Group, Inc. ("LTJ" or the "Reporting Person"), a Delaware
corporation, hereby files this statement on Schedule 13D.
The capital stock of LTJ is owned in equal parts by Joseph A.
Tortoretti ("Tortoretti"), Lynn Tortoretti and Todd Tortoretti, each a citizen
of the United States of America.
(b) LTJ's business address is 2821 Cattleman Road, Sarasota,
Florida 34232.
LTJ is principally engaged in the business of Investments in
Telecommunications and Computer Training Companies.
(c) Listed below are the principal occupations of the directors
and officers of LTJ.
Name Occupation
---- ----------
Joseph A. Tortoretti President
Todd J. Tortoretti Vice President
Lynn K. Tortoretti Secretary
(d) None
(e) None
Item 3. Source and Amount of Funds or Other Consideration.
The merger of Desert Native Designs Inc. and FiberNet Telecom Inc.
(discussed fully below) was a stock-for-stock transaction.
Item 4. Purpose of Transaction.
(a) This filing is to bring the filings of the Reporting Person up
to date in respect of its holdings in the Issuer. LTJ and two other shareholders
formed FiberNet Telecom, Inc., the Issuer's predecessor in interest, on August
10, 1994. On November 24, 1997, Desert Native Designs Inc., an existing public
company incorporated in the State of Nevada, acquired FiberNet
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Telecom, Inc. pursuant to an agreement and plan of merger dated as of the same
date. Upon consummation of the merger, FiberNet Telecom, Inc. became a wholly
owned subsidiary of Desert Native Designs, Inc., which subsequently changed its
name to FiberNet Telecom Group, Inc. As a result of the merger, in November
1997, (i) LTJ acquired 4,025,000 shares of the Common Stock of the Issuer, and
(ii) Tortoretti was granted options to purchase 190,000 shares of Common Stock
pursuant to the Issuer's Incentive Stock Option Plan, which options are
currently exercisable. The Issuer became a reporting company under Section 12(g)
of the Securities Exchange Act of 1934, as amended, on July 22, 1998. In June
1999, LTJ acquired an additional 135,556 shares of the Common Stock and
currently exercisable warrants to purchase 231,134 shares of the Common Stock.
In November 1997, Tortoretti acquired 1,000 shares of the Common Stock on the
open market.
(b) In addition to shares held by LTJ and Tortoretti mentioned in
paragraph (a) above, in November 1997, Patricia Tortoretti, Lynn Tortoretti and
Todd Tortoretti acquired in the aggregate 3,000 shares of the Common Stock of
the Issuer on the open market and in January 2000, Todd Tortoretti acquired
options to purchase 5,886 shares of Common Stock which are currently
exercisable.
Item 5. Interest in Securities of the Issuer.
(a) 1. As of the close of business on October 31, 2000, the
Reporting Person beneficially owned, within the meaning of Rule 13d-3 under the
Act, 4,391,690 shares of Common Stock. Based on 32,371,765 shares outstanding as
of September 30, 2000, the Reporting Persons beneficially owns 13.57% of the
outstanding Common Stock of the Issuer.
2. Pursuant to a stockholders agreement dated May 7, 1999, LTJ
granted an irrevocable proxy to Signal Equity Partners, L.P., Trident Telecom
Partners, LLC and Concordia Telecom Management, L.L.C. (the "Funds") to vote all
of LTJ's shares at all meetings of stockholders of the Issuer. As a result, LTJ
may be considered a member of a "group" that includes the Funds for purposes of
Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. LTJ and the Funds
together beneficially own 11,824,910 shares of Common Stock. Such amount
includes (i) 4,160,556 shares of Common Stock of which LTJ is the record owner;
(ii) currently exercisable warrants to purchase 231,134 shares of Common Stock
of which LTJ is the record owner and (iii) 7,433,220 shares of Common Stock held
by the Funds. Based on 35,832,433 shares of Common Stock outstanding as of
September 30, 2000 (which number also includes exercisable warrants and stock
options of the Funds), the group beneficially owns 33.00% of the outstanding
Common Stock of the Issuer.
3. Taking into consideration (i) 4,000 shares of the Common
Stock of the Issuer owned by Tortoretti, Patricia Tortoretti, Lynn Tortoretti
and Todd Tortoretti; (ii) currently exercisable options to purchase 190,000
shares of Common Stock held by Tortoretti; (iii) currently exercisable options
to purchase 5,886 shares of Common Stock held by Todd Tortoretti in addition to
11,824,910 shares of Common Stock held by LTJ and the Funds mentioned in
paragraph 2. above, the shared voting power of the "group" of which the
Reporting Person may be considered a member and affiliates of the Reporting
Person is represented by 12,024,796 shares of Common Stock. Based on 35,832,433
shares of Common Stock outstanding as of September 30, 2000 (which number also
includes exercisable warrants and stock options of the Funds), the Reporting
Person and members of a "group" and affiliates of the Reporting Person
beneficially own 33.56% of the outstanding Common Stock of the Issuer.
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(b) Pursuant to a stockholders agreement dated May 7, 1999, LTJ
granted an irrevocable proxy to the Funds to vote all of its shares at all
meetings of stockholders. Signal Equity Partners, L.P. Trident Telecom Partners,
LLC and Concordia Telecom Management, L.L.C. have previously filed a Schedule
13D.
(c) Except as set forth or incorporated by reference herein,
neither the Reporting Person, nor, to the best of its knowledge, any executive
officer or director of the Reporting Person, has effected any transaction in the
Common Stock of the Issuer during the past 60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds of sale of, the
shares of Common Stock of the Issuer beneficially owned by LTJ.
(e) Not applicable.
Item 6. Contracts Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
LTJ is an affiliate of Tortoretti. The shares of capital stock of LTJ
are owned by the stockholders, who are family members.
LTJ is a party to a Stockholders Agreement dated as of May 7, 1999
among the Issuer, LTJ, the Funds and certain other stockholders (the
"Stockholders Agreement"). Pursuant to the Stockholders Agreement, LTJ granted
an irrevocable proxy to the Funds to vote all of LTJ's shares of stock of the
Issuer at all meetings of stockholders.
Item 7. Material to be Filed as Exhibits.
Exhibit 20.1 Irrevocable Proxy dated May 7, 1999.
NY/307632.3
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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.
Dated: November 7, 2000
LTJ GROUP, INC.
By:/s/ Joseph A. Tortoretti
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JOSEPH A. TORTORETTI
