SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Harbor Town Holding Group I, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
411561 10 3
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(CUSIP Number)
David M. Bovi
319 Clematis Street, Suite 812
West Palm Beach, Florida 33401
(561) 655-0665
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 20, 1999
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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 Section 240.13d-1(e), 240.13d-1(f) or
240.13d.-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 Section 240.13d-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).
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CUSIP No. 411561 10 3
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1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of
Above Persons:
Ronald W. Hayes, Jr.
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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) Sources of Funds (See Instructions): OO/PF
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5) Check 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: U.S.
Number of (7) Sole Voting Power: 7,315,625
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power: 7,315,625
ing Person
With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,315,625
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11): 36.2%
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14) Type of Reporting Person (See Instructions): IN
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Item 1. Security and Issuer
This statement relates to the common stock, no par value ("Common Stock")
of Harbor Town Holding Group I, Inc. (the "Issuer"). The principal executive
offices of the Issuer are presently located at 120 Olive Street, Suite 705,
West Palm Beach, Florida 33401.
Item 2. Identity and Background
This statement is filed by Ronald W. Hayes, Jr., an individual.
Mr. Hayes' principal occupation is a business consultant in the State of
Florida. Mr. Hayes' business address is Harbor Town Management Group, Inc.,
120 Olive Street, Suite 705, West Palm Beach, Florida 33401.
During the last five (5) years, Mr. Hayes has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five (5) years, Mr. Hayes has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgement, decree or final
order enjoining final violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
Ronald W. Hayes, Jr. is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On August 20, 1999, Mr. Hayes, an officer and director of the Issuer,
along with another officer and director of the Issuer, entered into an
agreement with David M. Bovi, a majority shareholder of the Issuer's Common
Stock whereby pursuant to such agreement, Mr. Hayes acquired 7,015,625 shares
of the Issuer's common stock from Mr. Bovi in exchange for $10.00 cash and the
promise and commitment to assist in the funding and financing of the Issuer's
operations, on an as needed basis, in the amount of up to $27,500.00.
Item 4. Purpose of Transaction
The purpose of the transaction was to induce Mr. Hayes to assist in the
funding and financing of the Issuer's operations. The 7,015,625 shares of
Common Stock is now part of Mr. Hayes' investment portfolio.
Mr. Hayes reserves the right to actively pursue various proposals which
could relate to or would result in:
a. The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
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b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
c. A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
d. Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend
policy of the Issuer;
f. Any other material change in the Issuer's business or corporate
structure;
g. Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
i. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act;
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
As of August 20, 1999, the aggregate number and percentage of class of
securities identified pursuant to Item 1 beneficially owned by each person
named in Item 2 may be found in rows 11 and 13 of the cover page.
The powers of the Reporting person identified in the preceding paragraph
has relative to the shares discussed herein may be found in rows 7 through 10
of the cover pages.
No transactions in the class of securities reported on were effected by
any of the persons named in Item 5(a) during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to the Securities of the Issuer.
Except as set forth elsewhere in this Schedule 13D, there are no
contracts, arrangements, understandings or relationships among the Persons
named in Item 2 and between such persons and any other person with respect to
any securities of the Issuer, including but not limited to the transfer
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of voting of any securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
A. Stock Purchase Agreement.
SIGNATURES
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: August 20, 1999
/s/Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr.
[EXHIBIT A]
STOCK PURCHASE AGREEMENT
This Agreement, dated this 20th day of August, 1999, by and between David
M. Bovi ("Seller"), Ronald W. Hayes, Jr. and William R. Colucci
(collectively referred to herein as "the Buyers") is made for the purpose of
setting forth the terms and conditions upon which the Seller will sell to the
Buyers a total of 8,815,625 shares of Harbor Town Holding Group I, Inc., ("the
Company") common stock, no par value.
In consideration of the mutual promises, covenants and representations
contained herein, the parties agree as follows:
ARTICLE 1 - SALE OF SECURITIES
Subject to the terms and conditions of this Agreement, Seller agrees to
sell and the Buyers agree to purchase 8,815,625 shares of the Company's common
stock, to be distributed to Buyers as more fully described in Schedule "A",
attached hereto and made a part hereof, in exchange for $10.00 cash and the
promise and commitment to fund and finance the Company's operations, on an as
needed basis, in the amount of up to $27,500.00.
ARTICLE 2 - REPRESENTATIONS AND WARRANTIES
Seller represents and warrants the following to the Buyer:
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1. Title. Seller has good and marketable title to all of the
securities to be sold to the Buyers pursuant to this Agreement. The
securities to be sold to the Buyers will be, at closing, free and clear of all
liens, security interest, pledges, charges, claim, encumbrances and
restrictions of any kind, other than affiliate "control share" restrictions.
None of such shares are or will be subject to any voting trust or agreement.
No person holds or has the right to receive any proxy or similar instrument
with respect to such shares. Except as provided in this Agreement, the Seller
is not a party to any agreement which offers or grants to any person the right
to purchase or acquire any of the securities to be sold to the Buyer. So long
as the Company's board of directors approves this Agreement pursuant to
applicable Florida statutes, there is no applicable local, state or federal
law, rule, regulation, or decree which would, as a result of the purchase of
the shares by the Buyer, impair, restrict or delay the Buyer's voting rights
with respect to the shares.
Buyers represent and warrant the following to the Seller:
1. Restrictions on Transfer. Buyers acknowledge that the shares
offered hereby have not been registered under the Act, nor pursuant to the
provisions of the securities act of any state. The shares offered herein will
be sold without benefit of registration under the federal and state securities
acts by reason of specific exemptions from registration provided by such acts.
2. Buyers acknowledge that there are substantial restrictions on the
transferability of Seller's shares of common stock, as such securities
constitute "affiliate control shares". These securities may not be sold
unless such sale is exempt from registration under the Securities Act and
applicable state securities laws. Buyer shall be responsible for compliance
with all conditions on transfer imposed by applicable securities laws.
3. Legends. The certificates representing Seller's shares of common
stock shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
AFFILIATE "CONTROL SHARES" AND MAY BE SOLD, TRANSFERRED,
OR OTHERWISE DISPOSED OF BY A SHAREHOLDER ONLY IN COMPLIANCE
WITH BOTH FEDERAL AND STATES SECURITIES LAWS.
ARTICLE 3 - COVENANTS OF THE PARTIES
1. Further Assurances. Consistent with the terms and conditions
hereof, each party hereto will execute and deliver such instruments and take
such other action as the other parties hereto may reasonably require in order
to carry out this Agreement and the transactions contemplated hereby and
thereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
ATTEST: SELLER:
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By:_____________________ /s/David M. Bovi
David M. Bovi
BUYERS:
By:_____________________ /s/Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr.
By:_____________________ /s/William R. Colucci
William R. Colucci
SCHEDULE "A" TO STOCK PURCHASE AGREEMENT
Buyer Number of Shares Purchased
Ronald W. Hayes, Jr. 7,015,625
William R. Colucci 1,800,000
