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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Shopping.com
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(Name of Issuer)
Common Stock, no par value per share
------------------------------------
(Title of Class of Securities)
82509Q106
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(CUSIP Number of Class of Securities)
Asher M. Leids, Esq.
Donahue, Mesereau & Leids LLP
1900 Avenue of the Stars
Suite 2700
Los Angeles, California 90067
(310) 277-1441
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 5, 1997
-----------------------------
(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 Statement because of Rule
13D-1(b)(3) or (4), check the following [ ]
Check the following box if a fee is being paid with this Statement: [ ]
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CUSIP No. 82509Q106
(1) NAME OF REPORTING PERSON: Edward F. Harris
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS* PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
: (7) SOLE VOTING POWER
: 326,431
NUMBER OF :
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 326,431
PERSON WITH :
:(10) SHARED DISPOSITIVE POWER
: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
326,431
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.2%
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 82509Q106
(1) NAME OF REPORTING PERSON: The Harris Assets Revocable Trust
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS* PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
: (7) SOLE VOTING POWER
: 16,795
NUMBER OF :
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 16,795
PERSON WITH :
:(10) SHARED DISPOSITIVE POWER
: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
16,795
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
(14) TYPE OF REPORTING PERSON* 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 82509Q106
(1) NAME OF REPORTING PERSON: Ed Harris Rollover IRA, Edward F.
Harris
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
: (7) SOLE VOTING POWER
: 59,823
NUMBER OF :
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 59,823
PERSON WITH :
:(10) SHARED DISPOSITIVE POWER
: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
59,823
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.5%
(14) TYPE OF REPORTING PERSON* 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 82509Q106
(1) NAME OF REPORTING PERSON: Harris Family Trust
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS* PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
: (7) SOLE VOTING POWER
: 220,000
NUMBER OF :
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 220,000
PERSON WITH :
:(10) SHARED DISPOSITIVE POWER
: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
220,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.5%
(14) TYPE OF REPORTING PERSON* 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 82509Q106
(1) NAME OF REPORTING PERSON: The Harris Family Charitable
Remainder UniTrust
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS* PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
: (7) SOLE VOTING POWER
: 29,813
NUMBER OF :
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 29,813
PERSON WITH :
:(10) SHARED DISPOSITIVE POWER
: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
29,813
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.7%
(14) TYPE OF REPORTING PERSON* 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement on Schedule 13D (the "Schedule 13D"), relates to the Common
Stock, no par value per share (the "Common Stock" or the "Shares"), issued by
Shopping.Com, a California corporation (the "Company"), and is being filed
pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
The information set forth in the Exhibits attached hereto is hereby
expressly incorporated herein by reference and the response to each item of this
Schedule 13D is qualified in its entirety by the provisions of such exhibits.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to shares of the common stock, no
par value per share (the "Shares"), of the Company. The principal executive
offices of the Company are located at 2101 East Coast Highway, Garden Level,
Corona Del Mar, California 92625.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by The Harris Assets Revocable
Trust, the Ed Harris Rollover IRA, the Harris Family Trust and The Harris Family
Charitable Remainder UniTrust (collectively, the "Trusts") and Edward F. Harris
(collectively, the Trusts and Edward Harris may hereinafter be referred to as
the "Reporting Persons"). The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Exchange Act, although neither the fact of this filing
nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that a group exists.
(b) The business address of each of the Reporting Persons is P.O. Box
593, Glenbrook, Nevada 89413.
(c) The principal occupation of Edward Harris is private investor.
The Haris Assets Revocable Trust is a revocable trust created under
the laws of Colorado on October 14, 1994. The Harris Assets Revocable Trust
makes investments with funds obtained from the corpus of the trust.
The Ed Harris Rollover IRA is an individual retirement account
created under the laws of California in May 1996. The Ed Harris Rollover IRA
makes investments with funds obtained from the corpus of the trust.
The Harris Family Trust is a revocable trust
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created under the laws of Nevada on June 19, 1991. The Harris Family trust makes
investments with funds obtained from the corpus of the trust.
The Harris Family Charitable Remainder Unitrust is a charitable
trust created under the laws of Colorado on October 19, 1993. The Harris Family
Charitable Remainder Unitrust makes investments with funds obtained from the
corpus of the trust.
Edward F. Harris is the sole trustee of the Ed Harris Rolloever IRA
and The Harris Assets Revocable Trust. Edward Harris is a co-trustee with Sandra
E. Harris, his wife, of The Harris Family Charitable Remainder Unitrust and the
Harris Family Trust.
(d) During the past five years, none of the Reporting Persons and, to
the best knowledge of the Reporting Persons, none of the executive officers,
directors, trustees or controlling persons of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons, and, to the best knowledge of the
Reporting Persons, none of the executive officers, directors, trustees or
control persons of the Reporting Persons has, during the last five years, been a
party to a civil proceeding or 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) Edward F. Harris is a United States citizen. The Harris Assets
Revocable Trust and The Harris Family Charitable Remainder UniTrust were
established under the laws of the State of Colorado. The Harris Family Trust and
the Ed Harris Rollover IRA were established under the laws of the State of
Nevada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds required by The Harris Assets Revocable
Trust to acquire the 18,495 Shares purchased by it on December 5, 1997 was
$166,455 inclusive of brokerage commissions (which were $0 in total). All funds
used to purchase such Shares were obtained from trust funds.
The aggregate amount of funds required by the Ed Harris Rollover IRA to
acquire the 59,823 Shares purchased by it on December 5, 1997 was $538,407
inclusive of brokerage commission (which were $0 in total). All funds used to
purchase such Shares were obtained from trust funds.
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The aggregate amount of funds required by the Harris Family Trust to
acquire the 245,000 Shares purchased by it on December 5, 1997 was $2,205,000
inclusive of brokerage commissions (which were $0 in total). All funds used to
purchase such Shares were obtained from trust funds.
The aggregate amount of funds required by The Harris Family Charitable
Remainder UniTrust to acquire the 29,813 Shares purchased by it on December 5,
1997 was $268,317 inclusive of brokerage commissions (which were $0 in total).
All funds used to purchase such Shares were obtained from trust funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons purchased the Shares for purposes of investment.
Subject to applicable legal and contractual requirements, and depending upon
their evaluations of the Company's business and prospects, future developments,
market conditions and other factors, the Reporting Persons, may, from time to
time, purchase additional Shares or sell or cause to be sold, all or a portion
of these Shares for which the Reporting Persons exercise voting or dispositive
power, either in open market or privately negotiated transactions or otherwise.
Subject to the foregoing, the Reporting Persons have no plans or proposals
which relate to Items 4(a) through (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Edward F. Harris is the sole trustee of each of the Ed Harris
Rollover IRA and The Harris Assets Revocable Trust and is co-trustee with Sandra
E. Harris, his wife, of each of The Harris Family Charitable Remainder UniTrust
and the Harris Family Trust and consequently may be deemed to beneficially own
the 326,431 Shares held directly by each of the Trusts, representing
approximately 8.2% of the Shares outstanding.
The Harris Assets Revocable Trust is the beneficial owner of 16,795
Shares representing approximately 0.4% of the Shares outstanding.
The Ed Harris Rollover IRA is the beneficial owner of 59,823 Shares
representing approximately 1.5% of the Shares outstanding.
The Harris Family Trust is the beneficial owner of 220,000 Shares
representing approximately 5.5% of the Shares outstanding.
The Harris Family Charitable Remainder UniTrust is
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the beneficial owner of 29,813 Shares representing approximately 0.7% of the
Shares outstanding.
The Reporting Persons, in the aggregate, beneficially own 326,431
Shares, representing approximately 8.2% of the Shares outstanding. The
percentage of Shares outstanding reported as beneficially owned by each person
herein on the date hereof is based upon the Company's Form 10-Q for the Quarter
Ended October 31, 1997 so that the Reporting Person's information is that the
total Shares issued and outstanding as of January 9, 1998 was 4,002,000 Shares.
(b) Edward F. Harris has sole voting and dispositive power with respect
to the 326,431 Shares directly owned by the Trusts.
The Harris Assets Revocable Trust has direct ownership of the 16,795
Shares owned by it. The Ed Harris Rollover IRA has direct ownership of the
59,823 Shares owned by it. The Harris Family Trust has direct ownership of the
220,000 Shares owned by it. The Harris Family Charitable Remainder UniTrust has
direct ownership of the 29,813 Shares owned by it.
(c) Except as set forth on Exhibit 2, no transactions in Shares were
effected since December 5, 1997 by the Reporting Persons.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None of the Reporting Persons has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Company.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement among the Reporting Persons pursuant to
Rule 13d- 1(f)(1)(iii).
Exhibit 2 Transactions of Reporting Persons since December 5, 1997.
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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.
Date: March 3, 1998
EDWARD F. HARRIS
/s/ Edward F. Harris
----------------------------------------
EDWARD F. HARRIS
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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.
Date: March 3, 1998
THE HARRIS ASSETS REVOCABLE TRUST
By: /s/ Edward F. Harris
------------------------------------
Name : Edward F. Harris
Title: Trustee
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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.
Date: March 3, 1998
ED HARRIS ROLLOVER IRA
By: /s/ Edward F. Harris
------------------------------------
Name : Edward F. Harris
Title: Trustee
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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.
Date: March 3, 1998
HARRIS FAMILY TRUST
By: /s/ Edward F. Harris
------------------------------------
Name : Edward F. Harris
Title: Trustee
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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.
Date: March 3, 1998
THE HARRIS FAMILY CHARITABLE
REMAINDER UNITRUST
By: /s/ Edward F. Harris
------------------------------------
Name : Edward F. Harris
Title: Trustee
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<PAGE> 17
EXHIBIT 1
JOINT FILING AGREEMENT
Agreement among Edward F. Harris, The Harris Assets Revocable Trust,
the Ed Harris Rollover IRA, the Harris Family Trust and The Harris Family
Charitable Remainder UniTrust, whereby in accordance with Rule 13d-1(f) under
the Securities Exchange Act of 1934, as amended, each of the persons named below
agrees to the joint filing on behalf of each of them of a Statement on Schedule
13D with respect to the equity securities of Shopping.Com and further agrees
that this Joint Filing Agreement be included as an exhibit to such joint filings
provided that, as contemplated by section 13D-1(f)(2)(ii), no person shall be
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Agreement in counterpart as of this 3rd day of March, 1998.
/s/ Edward F. Harris
------------------------------------
EDWARD F. HARRIS
THE HARRIS ASSETS REVOCABLE TRUST
/s/ Edward F. Harris
------------------------------------
Name : Edward F. Harris
Title: Trustee
ED HARRIS ROLLOVER IRA
/s/ Edward F. Harris
------------------------------------
Name : Edward F. Harris
Title: Trustee
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HARRIS FAMILY TRUST
/s/ Edward F. Harris
------------------------------------
Name : Edward F. Harris
Title: Trustee
THE HARRIS FAMILY CHARITABLE REMAINDER
UNITRUST
/s/ Edward F. Harris
------------------------------------
Name : Edward F. Harris
Title: Trustee
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EXHIBIT 2
The following table sets forth information with respect to each
transaction in the Shares by the Reporting Persons since December 5, 1997. All
transactions were effected in the open market on the over-the-counter bulletin
board through a broker and reflects the trade date of each such transaction.
Transactions in Shares by
The Harris Assets Revocable Trust
<TABLE>
<CAPTION>
Number of Shares
Date Purchased/(Sold) Price Per Share
- ---- ---------------- ---------------
<S> <C> <C>
12/5/97 18,495 $ 9.000
1/5/98 (1,000) $11.250
1/12/98 ( 700) $12.750
</TABLE>
Transactions in Shares by the
Ed Harris Rollover IRA
<TABLE>
<CAPTION>
Number of Shares
Date Purchased/(Sold) Price Per Share
- ---- ---------------- ---------------
<S> <C> <C>
12/5/97 59,823 $ 9.000
</TABLE>
Transactions in Shares by the
Harris Family Trust
<TABLE>
<CAPTION>
Number of Shares
Date Purchased/(Sold) Price Per Share
- ---- ---------------- ---------------
<S> <C> <C>
12/5/97 245,000 $ 9.000
1/21/98 (25,000) $14.625
</TABLE>
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Transactions in Shares by The
Harris Family Charitable Remainder UniTrust
<TABLE>
<CAPTION>
Number of Shares
Date Purchased/(Sold) Price Per Share
- ---- ---------------- ---------------
<S> <C> <C>
12/9/97 29,813 $ 9.000
</TABLE>
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