UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
JVWEB, INC.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
466259108
(CUSIP Number)
Randall W. Heinrich
1000 Louisiana, Suite 6905
Houston, Texas 77002
713-951-9100
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 6, 1999
(Date of Event which Requires Filing of this Statement)
If this 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 [ ].
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. 466259108
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1) Names of Reporting Person
Carlo Pellegrini
S.S. or I.R.S. Identification No. of Above Person
###-##-####
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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) Source of Funds:
OO
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) N/A
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6) Citizenship or place of Organization:
UNITED STATES
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(7) Sole Voting Power
Number of 1,000,000
Shares
Bene- __________________________________________________________________________
ficially (8) Shared Voting Power
owned by -0-
Each
Report- ________________________________________________________________________
ing Person (9) Sole Dispositive Power
With 1,000,000
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(10) Shared Dispositive Power
-0-
________________________________________________________________________________
11) Aggregate Amount
Beneficially Owned by Each Reporting Person:
1,000,000
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12) Check if the Aggregate Amount in Row (11) excludes certain shares:
N/A
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13) Percent of Class Represented by Amount in Box (11):
9.5%
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14) Type of Reporting Person
IN
<PAGE>
ITEM 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock") issued by JVWeb,
Inc., a Delaware corporation (the "Company"), which has its principal executive
offices at 5444 Westheimer, Suite 2080, Houston, Texas 77056.
ITEM 2. Identity and Background
This Statement is being filed by Carlo Pellegrini (the "Reporting
Person"), whose principal business address is 195 High Avenue, New York, NY
10960. The Reporting Person is principally engaged as a business consultant. The
Reporting Person is a United States citizen. During the last five years, the
Reporting Person has not been convicted in a criminal proceeding. During the
last five years, the Reporting Person has not has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, is or was 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
The Reporting Person acquired an option to purchase 1,000,000 shares of
Common Stock pursuant to the authorization of the Board of Directors of the
Company. The Reporting Person anticipates that if he exercises all or any
portion of such option, he will use personal funds to acquire the optioned
Common Stock, although circumstances may be such at the time of his exercise
that the Reporting Person may elect to borrow or otherwise procure amounts
necessary to exercise such option.
ITEM 4. Purpose of Transaction
On November 6, 1999, pursuant to the authorization of the Board of
Directors of the Company, the Reporting Person was granted an option to purchase
1,000,000 shares of Common Stock. The per-share exercise price for the optioned
shares is $.21. The option is fully vested, and all 1,000,000 optioned shares
may be acquired at any time until the option's expiration on April 1, 2004.
However, the acquired shares are subject to a repurchase option under certain
circumstances permitting the Company to repurchase the acquired shares at their
original purchase price. The repurchase option lapses with respect to 25% of the
optioned shares on April 1, 2000. Each month thereafter, the repurchase option
lapses with respect to another 2.08333% of the optioned shares. The Reporting
Person's option was authorized as an incentive option for the purpose of giving
to the Reporting Person the incentive to work hard as a consultant of the
Company to promote the success of the Company's business.
The Reporting Person intends to hold for investment all shares of
Common Stock acquired pursuant to exercises of his options for investment, and
does not have any present plans or proposals which relate to or would result in:
(i) any acquisition by any person of additional securities of the Company, or
any disposition of securities of the Company; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (iii) any sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Company; (vi) any other material change in the Company's
business or corporate structure; (vii) any changes in the Company's charter,
by-laws, or other instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person; (viii) any
delisting from a national securities exchange or any loss of authorization for
quotation in an inter-dealer quotation system of a registered national
securities association of a class of securities of the Company; (ix) any
termination of registration pursuant to section 12(g)(4) of the Act of a class
of equity securities of the Company; or (x) any action similar to any of those
enumerated above.
Notwithstanding the foregoing, the Reporting Person may determine to
change his investment intent with respect to the Company at any time in the
future. In reaching any conclusion as to his future course of action, the
Reporting Person will take into consideration various factors, such as the
Company's business and prospects, other developments concerning the Company,
other business opportunities available to the Reporting Person, developments
with respect to the business of the Reporting Person, and general economic and
stock market conditions, including, but not limited to, the market price of the
Common Stock. The Reporting Person may, depending on other relevant factors,
acquire additional shares of Common Stock in open market or privately negotiated
transactions, dispose of all or a portion of his holdings of shares of Common
Stock or change his intention with respect to any or all of the matters referred
to in this Item.
ITEM 5. Interest in Securities of the Issuer
The Reporting Person is the beneficial owner of stock options currently
exercisable to acquire 1,000,000 shares of Common Stock. He has no other
beneficial ownership of any shares of Common Stock. Except for the option
described in Item 3 above, the Reporting Person has not effected any transaction
in the Common Stock during the past 60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
N/A
ITEM 7. Material to be Filed as Exhibits
No Exhibits are being filed with this statement.
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 16, 1999
/S/ Carlo Pellegrini
Name/Title__________________________________________
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
