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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13d-102)
NETGATEWAY, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
641111109
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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).
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CUSIP NO. 641111109 13G PAGE 2 OF 5 PAGES
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1. NAMES OF REPORTING PERSONS
Keith D. Freadhoff
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Not applicable
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 5. SOLE VOTING POWER: 2,051,049
SHARES ---- ------------------------------------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER: 0
OWNED BY ---- ------------------------------------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER: 2,051,049
REPORTING ---- ------------------------------------------------------------------------------------------
PERSON WITH 8. SHARED DISPOSITIVE POWER: 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,051,049
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.1% (1)
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1) Based on (a) 2,051,049 shares of Common Stock beneficially owned as
of December 31, 1999 and (b) 16,954,464 shares of Common Stock outstanding, as
reported on the issuer's Quarterly Report on Form 10-Q filed for the period
ending December 31, 1999. As of March 31, 2000, Mr. Freadhoff was the beneficial
owner of 1,750,215 shares of Common Stock, or 9.9% of outstanding shares based
on 17,660,543 shares of Common Stock outstanding, as reported on the issuer's
Quarterly Report on Form 10-Q filed for the period ending March 31, 2000.
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CUSIP No. 641111109 13G Page 3 of 5 Pages
ITEM 1.
(a) Name of issuer: Netgateway, Inc.
(b) Address of issuer's principal executive offices: 300 Oceangate, 5th
Floor, Long Beach, CA 90802
ITEM 2.
(a) Name of person filing: Keith D. Freadhoff
(b) Address or principal business office or, if none, residence: 300
Oceangate, 5th Floor, Long Beach, CA 90802
(c) Citizenship: U.S.A.
(d) Title of class of securities: Common Stock
(e) CUSIP No.: 641111109
ITEM 3.
Not Applicable
ITEM 4. Ownership.
(a) Amount beneficially owned: 2,051,049
(b) Percent of class: 12.1% (1)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 2,051,049
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,051,049
(iv) Shared power to dispose or to direct the disposition of: 0
ITEM 5. Ownership of 5 Percent or Less of a Class. If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than 5 percent of the class of
securities, check the following [ ].
ITEM 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not Applicable
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
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(1) Based on (a) 2,051,049 shares of Common Stock beneficially owned as
of December 31, 1999 and (b) 16,954,464 shares of Common Stock outstanding, as
reported on the issuer's Quarterly Report on Form 10-Q filed for the period
ending December 31, 1999. As of March 31, 2000, Mr. Freadhoff was the beneficial
owner of 1,750,215 shares of Common Stock, or 9.9% of outstanding shares based
on 17,660,543 shares of Common Stock outstanding, as reported on the issuer's
Quarterly Report on Form 10-Q filed for the period ending March 31, 2000.
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CUSIP No. 641111109 13G Page 4 of 5 Pages
ITEM 8. Identification and Classification of Members of the Group.
Not Applicable
ITEM 9. Notice of Dissolution of Group.
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 641111109 13G 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, complete and
correct.
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June 22, 2000
/s/ KEITH D. FREADHOFF
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Signature
Keith D. Freadhoff,
Chairman of the Board of Directors
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Name/Title
