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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
b2bstores.com, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
________________________________________________________________________________
(Title of Class of Securities)
11776S 10 7
_______________________________________________________________
(CUSIP Number)
Alan Schoenbaum, Esq.
Akin, Gump, Strauss, Hauer & Feld LLP
300 Convent, Suite 1500
San Antonio, Texas 78207
210-281-7000
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 8, 2000
_______________________________________________________________
(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 (S)(S)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
copes of the schedule, including all exhibits. See(S)240.13d-7 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).
1
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only).
Enviro-Clean of America, Inc.
Federal ID Number:88-0386415
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
Not Applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nevada
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SOLE VOTING POWER
7
NUMBER OF
930,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
930,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
930,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.79%
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TYPE OF REPORTING PERSON
14
CO
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2
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only).
Steven Etra
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
Not applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States Citizen
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SOLE VOTING POWER
7
NUMBER OF
192,667
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 945,167
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
192,667
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
945,167
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,137,834 (2)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.20%
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TYPE OF REPORTING PERSON
14
IN
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(2) Includes 10,667 shares held by SRK Associates L.L.C., a company
controlled by Steven Etra, 1,000 shares owned by Lances Property Development
Pension Plan, 50% owned by Mr. Etra, 930,000 shares owned by Enviro-Clean of
America, Inc. a company in which Mr. Etra is a minority shareholder and a
director, and 3,500 shares held by Gemini Capital L.L.C., a company in which Mr.
Etra is secretary, director, and minority shareholder. Mr. Etra disclaims
beneficial ownership of the securities held by Gemini Capital L.L.C. and Enviro-
Clean of America, Inc. and this report shall not be deemed an admission that Mr.
Etra is the beneficial owner of such securities for purposes of Section 13 or
any other purpose. Mr. Etra disclaims beneficial ownership of the securities
held by SRK Associates L.L.C. and Lances Property Development Company except to
the extent of his pecuniary interest therein.
3
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only).
Randall K. Davis
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not Applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States Citizen
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SOLE VOTING POWER
7
NUMBER OF
333,333
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 930,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
333,333
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
930,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,263,333 (3)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.65%
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TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
(3) Includes 930,000 shares held by Enviro-Clean of America, Inc., of which
Randall K. Davis is a minority shareholder, President, and a Director. Mr. Davis
disclaims beneficial ownership of the securities held by Enviro-Clean of
America, Inc. and this report shall not be deemed an admission that Mr. Davis is
the beneficial owner of such securities for purposes of Section 13 or any other
purpose.
4
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only).
Gary C. Granoff
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not Applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States Citizen
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SOLE VOTING POWER
7
NUMBER OF
3,500
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 942,375
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,500
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
942,375
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
945,875 (4)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.97%
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TYPE OF REPORTING PERSON
14
IN
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(4) Includes 3,000 shares held by Gary C. Granoff's wife; 500 shares held by
Dapary Management Corporation, a company which is controlled by Mr. Granoff;
5,875 shares held by Mr. Granoff and his adult son in a joint account; 1,000
shares held in a family trust for the benefit of Mr. Granoff's adult son,
Joshua; 3,500 shares held by Gemini Capital L.L.C., a company in which Mr.
Granoff is President, director, and shareholder and 930,000 shares held by
Enviro-Clean of America, Inc. , a company in which Mr. Granoff is a director.
Mr. Granoff disclaims beneficial ownership of the securities held by Gemini
Capital L.L.C. and Enviro-Clean of America, Inc. and this report shall not be
deemed an admission that Mr. Granoff is the beneficial owner of such securities
for purposes of Section 13 or any other purpose. Mr. Granoff disclaims
beneficial ownership of the securities held by his wife, Dapary Management
Corporation, the joint account with his son and the family trusts except to the
extent of his pecuniary interest therein.
5
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SCHEDULE 13D AMENDMENT NO. 5
This Amendment No. 5 (the "Amendment") amends and supplements the Schedule
13D and subsequent 13D amendments (the "Schedule 13D Filings") relating to the
shares of common stock, par value $0.01 per share (the "Common Stock"), of
b2bstores.com, Inc., a Delaware Corporation (the "Issuer"), previously filed by
the reporting persons. This Amendment is being filed to reflect a single
transaction made by one of the members of this group filing and the exclusion of
Mark A. Rice from this filing and further group filings, due to Mr. Rice's
resignation from the Board of Directors of Enviro-Clean of America, Inc., his
decision to terminate his informal agreement with the remaining group members to
use his shares to influence the Issuer's Board of Directors, and his desire to
continue any required filings on an individual basis. In addition, this
Amendment discloses additional obligations by certain members of this group
filing as parties to a voting agreement, as described in Item 6.
Except as specifically provided herein, this Amendment does not modify any
of the information previously reported on the Schedule 13D Filings.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
1) Enviro-Clean of America, Inc.:
(i) As of the date hereof, Enviro-Clean of America, Inc.,
beneficially owns 930,000 shares of the Issuer's Common Stock, and such shares
constitute approximately 10.79% of the total shares of the Issuer's Common Stock
issued and outstanding as of the date hereof.
(ii) Enviro-Clean of America has sole voting and disposition power
over the 930,000 shares held in its name.
2) Steven Etra:
(i) As of the date hereof, Steven Etra beneficially owns 1,137,834
shares of the Issuer's Common Stock, and such shares constitute approximately
13.20% of the total shares of the Issuer's Common Stock issued and outstanding.
Such shares beneficially owned by Mr. Etra include: (1) 10,667 shares of Common
Stock held by SRK Associates, a company controlled by Mr. Etra; (2) 1,000 shares
of Common Stock held by Lances Property Development Pension Plan; (3) 3,500
shares of Common Stock held by Gemini Capital LLC, a company in which Mr.Etra is
a minority shareholder and a director; and (4) 930,000 shares of common stock
held by Enviro-Clean of America, Inc., a company in which Mr. Etra is a minority
shareholder and a Director.
(ii) Steven Etra has sole voting and disposition power over the
192,667 shares he personally holds. Mr. Etra shares voting and disposition power
of the 945,167 shares held by Lances Property Development Pension Plan, Gemini
Capital L.L.C., SRK Associates, L.L.C., and Enviro-Clean of America, Inc. Mr.
Etra disclaims beneficial ownership of the securities held by Gemini Capital
L.L.C. and Enviro-Clean of America, Inc. and this report shall not be deemed an
admission that Mr. Etra is the beneficial owner of such securities for purposes
of Section 13 or any other purpose. Mr. Etra disclaims beneficial ownership of
the securities held by SRK
6
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Associates L.L.C. and Lances Property Development Pension Plan except to the
extent of his pecuniary interest therein.
3) Randall K. Davis:
(i) As of the date hereof, Randall K. Davis beneficially owns
1,263,333 shares of the Issuer's Common Stock, and such shares constitute
approximately 14.65% of the total shares of the Issuer's Common Stock issued and
outstanding. Such shares beneficially owned by Mr. Davis include 930,000 shares
of common stock held by Enviro-Clean of America, Inc., a company in which Mr.
Davis is a minority shareholder, President and Director.
(ii) Randall K. Davis has sole voting and disposition power over the
333,333 shares he personally holds. Mr. Davis shares voting and disposition
power of the 930,000 shares held by Enviro-Clean of America, Inc. Mr. Davis
disclaims beneficial ownership of the securities held by Enviro-Clean of
America, Inc. and this report shall not be deemed an admission that Mr. Davis is
the beneficial owner of such securities for purposes of Section 13 or any other
purpose.
4) Gary C. Granoff:
(i) As of the date hereof, Gary C. Granoff beneficially owns 945,825
shares of the Issuer's Common Stock, and such shares constitute approximately
10.97% of the total shares of the Issuer's Common Stock issued and outstanding.
Such shares beneficially owned by Mr. Granoff include: (1) 3,000 shares of
Common Stock held by Mr. Granoff's wife; (2) 500 shares of Common Stock held by
Dapary Management Corporation, a company controlled by Mr. Granoff; (3) 5,875
shares of Common Stock held by Mr. Granoff and his adult son in a joint account;
(4) 1,000 shares held in a family trust for the benefit of Mr. Granoff's adult
son, Joshua; (5) 3,500 shares of Common Stock held by Gemini Capital L.L.C., a
company in which Mr. Granoff is president, director and shareholder; and (6)
930,000 shares of common stock held by Enviro-Clean of America, Inc., a company
in which Mr. Granoff is a minority shareholder and a Director.
(ii) Gary C. Granoff has sole voting and disposition power over 2,000
shares he personally holds, the 500 shares held by Dapary Management Corporation
and the 1,000 shares held in a family trust for his adult son. Mr. Granoff
shares voting and disposition power of the 942,375 shares held by his wife, the
joint account with his adult son, Gemini Capital L.L.C. and Enviro-Clean of
America, Inc. Mr. Granoff disclaims beneficial ownership of the securities held
by Gemini Capital L.L.C. and Enviro-Clean of America, Inc. and this report shall
not be deemed an admission that Mr. Granoff is the beneficial owner of such
securities for purposes of Section 13 or any other purpose. Mr. Granoff
disclaims beneficial ownership of the securities held by his wife, Dapary
Management Corporation, the joint account with his son and the family trusts
except to the extent of his pecuniary interest therein.
7
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(c) Gary Granoff: On November 28, 2000, Gary Granoff, as trustee for a
family trust for the benefit of his adult son, authorized the sale of 1500
shares of the Issuer's common stock on the open market for $1.65625 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Common Stock beneficially held by Enviro-Clean, Randall K. Davis, and all
but 38,500 shares beneficially held by Steven Etra, are subject to lock-up
agreements effective for 12 months from the effective date of the Issuer's
registration statement on Form SB-2 of February 9, 2000 and are subject to a
voting agreement (the "Voting Agreement") between the Issuer, IVAX Corporation,
IVAX Diagnostics, Inc., and certain of the Issuer's stockholders (the
"Supporting Stockholders"). The Voting Agreement provides that, among other
things, the Supporting Stockholders support a proposed merger between the Issuer
and IVAX Diagnostics, Inc. Also, the members of this group have informally
agreed to use their collective influence to encourage the Issuer's Board of
Directors to give full consideration to any and all strategic alternatives that
Enviro-Clean believes may be presented for the purpose of enhancing shareholder
value, as described in Amendment 2. Other than the aforementioned, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and any person with respect to any securities of
the Issuer, including, but not limited to, transfer or voting of any of such
securities, finder's fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies. None of the shares of Common Stock beneficially owned
by the Reporting Persons are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over such shares.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement, dated May 24, 2000, by and between
Enviro-Clean of America, Inc., Steven Etra, Randall K. Davis,
Gary C. Granoff and Mark A. Rice. *
Exhibit 2 Voting Agreement, dated November 21, 2000, between IVAX
Corporation, IVAX Diagnostics, Inc., b2bstores.com, Inc., and
certain stockholders of b2bstores.com, Inc. **
* Filed as Exhibit 1 in Amendment 3 to the Schedule 13D, filed
with the Securities and Exchange Commission on September 15,
2000.
** Filed as Exhibit 99.1 in the Issuer's filing on Form 8-K,
filed with the Securities and Exchange Commission on November 30,
2000.
8
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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: December 12, 2000 Enviro-Clean of America, Inc.
By /s/ Randall K. Davis
-----------------------------------
Randall K. Davis, President
/s/ Steven Etra
------------------------------------
Steven Etra (by attorney-in-fact)
/s/ Randall K. Davis
------------------------------------
Randall K. Davis
/s/ Gary Granoff
------------------------------------
Gary C. Granoff (by attorney-in-fact)
9
