SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
DYNAMIC INTERNATIONAL, LTD.
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(Name of Issuer)
Common Stock, Par Value $0.001 per Share
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(Title of Class of Securities)
267931 20 2
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(CUSIP Number)
Daniel Yun
Emergent Management Company, LLC
375 Park Avenue
New York, NY 10152
(212) 813-9700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Ira Roxland, Esq.
Sonnenschein Nath & Rosenthal
1221 Avenue of the Americas
New York, NY 10020
(212) 768-6700
August 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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
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<S> <C>
CUSIP NO. 267931 20 2
13D
1. Name of Reporting Person Emergent Management Company, LLC
I.R.S. Identification No. 13-4038883
2. Check appropriate box if a member of a group (a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds OO
5. Check Box if Disclosure of Legal Proceedings
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 22,718,383
Shares
Beneficially 8. Shared Voting Power None
Owned By
Each 9. Sole Dispositive Power 22,718,383
Reporting
Person With 10. Shared Dispositive Power None
11. Aggregate Amount Beneficially Owned by
Each Reporting Person 22,718,383
12. Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount
in Row (11) 51%
14. Type of Reporting Person OO (limited liability company)
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $0.001 per
share (the "Common Stock"), of Dynamic International, Ltd., a Nevada corporation
("Dynamic"). The principal executive offices of Dynamic are located at c/o
Emergent Management Company, LLC, 375 Park Avenue, New York, NY 10152.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by Emergent Management Company, LLC, a
Delaware limited liability company ("Emergent Management"). The principal
business of Emergent Management is that of managing several privately-held
investment and venture capital firms that specialize in emerging high technology
companies. The principal business office of Emergent Management is located at
375 Park Avenue, New York, New York 10152.
Mark Waldron and Daniel Yun are the sole members of Emergent
Management. The following information is provided with respect to Messrs.
Waldron and Yun: (a) business address; (b) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted; and (c) citizenship:
Mark Waldron: (a) Emergent Management Company, LLC, 375 Park Avenue,
New York, New York 10152; (b) Managing member of Emergent Management,
which is engaged in the business of managing several privately-held
investment and venture capital firms that specialize in emerging high
technology companies. Emergent Management's principal business address
is 375 Park Avenue, New York, New York 10152; (c) Mr. Waldron is an
American citizen.
Daniel Yun: (a) Emergent Management Company, LLC, 375 Park Avenue, New
York, New York 10152; (b) Managing member of Emergent Management, which
is engaged in the business of managing several privately-held
investment and venture capital firms that specialize in emerging high
technology companies. Emergent Management's principal business address
is 375 Park Avenue, New York, New York 10152; (c) Mr. Yun is an
American citizen.
At no time during the last five years was Emergent Management or, to
the best of Emergent Management's knowledge, either of Messrs. Waldron and Yun
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which was or is
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On August 31, 2000, the several members of Emergent Ventures, LLC
("Emergent Ventures"), a Delaware limited liability company that had theretofore
engaged in the business of acquiring equity interests in technology businesses
with significant internet features and applications, acquired 39,775,178 shares
of Dynamic's Common Stock, representing a 90% interest in Dynamic immediately
after such acquisition, in exchange for all of the then outstanding membership
interests in Emergent Ventures (collectively, the "Equity Transfer
Transaction"), all pursuant to an Equity Transfer and Reorganization Agreement,
dated as of August 10, 2000 (the "Agreement"), by and among Dynamic, Marton B.
Grossman, Isaac Grossman, Emergent Management and the holders of membership
interests of Emergent Ventures. As a result of the Equity Transfer Transactions,
Emergent Management, which was the holder of approximately 57% of the membership
interests of Emergent Ventures, became the beneficial owner of 22,718,383 shares
of Common Stock, representing approximately 51% of the shares of Common Stock
issued and outstanding immediately following the completion of the Equity
Transfer Transactions.
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ITEM 4. PURPOSE OF TRANSACTION
Emergent Management entered into the Agreement, and consummated the
transactions contemplated thereby, for the purpose of acquiring control of
Dynamic.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Schedule 13D, Emergent Management
beneficially owns 22,718,383 shares (51%) of the outstanding Common Stock of
Dynamic. Neither of Messrs. Waldron and Yun own any shares of Common Stock or
any other securities of Dynamic.
(b) Emergent Management has sole power to vote and dispose of
22,718,383 shares of Common Stock.
(c) Other than as described above in response to Items 3 and 4 hereof,
there have been no transactions in shares of Common Stock effected by Emergent
Management during the sixty day period preceding the date set forth on the cover
of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except for the Agreement (described in Item 3 above), which is attached
to this Schedule 13D as Exhibit 1, neither Emergent Management nor, to the best
knowledge of Emergent Management, Messrs. Waldron or Yun, has any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any securities of Dynamic, including, but not limited to, the
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or losses or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Equity Transfer and Reorganization Agreement, dated as of
August 10, 2000 by and among Dynamic International, Ltd., Marton B. Grossman,
Isaac Grossman, Emergent Management Company, LLC, and the holders of membership
interests of Emergent Ventures, LLC listed on the signature page thereof.
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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
accurate.
Date: September 20, 2000
EMERGENT MANAGEMENT COMPANY, LLC
By: /s/ Daniel Yun
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Name: Daniel Yun
Title: Chairman
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EMERGENT MANAGEMENT COMPANY, LLC
SCHEDULE 13D
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT NAME
1 Equity Transfer and Reorganization
Agreement, dated as of August 10, 2000
by and among Dynamic International,
Ltd., Marton B. Grossman, Isaac
Grossman, Emergent Management Company,
LLC, and the holders of membership
interests of Emergent Ventures, LLC
listed on the signature page thereof
