SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
SCHEDULE 13G/A
FAMOUS FIXINS, INC.
-----------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
-----------------------------------------
(Title of Class of Securities)
307071100
-----------------------------------------
(CUSIP Number of Class of Securities)
<PAGE>
CUSIP NO. 307071100 SCHEDULE 13G PAGE 2 OF 9 PAGES
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jason Bauer
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
Not applicable
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 2,389,747
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 2,409,747
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 2,389,747
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
2,409,747
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,799,494
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
37.6%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
---------------------------------------------------------------------
<PAGE>
CUSIP NO. 307071100 SCHEDULE 13G PAGE 3 OF 9 PAGES
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Zorich
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
Not applicable
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 2,409,747
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 2,389,747
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 2,409,747
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
2,389,747
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,799,494
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
37.6%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
---------------------------------------------------------------------
<PAGE>
ITEM 1(a). NAME OF ISSUER.
This Schedule 13G/A relates to Famous Fixins, Inc., a New
York corporation (the "Company").
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Company's principal executive offices are located at 250 West
57th Street, Suite 1112, New York, NY 10107.
ITEM 2(a). NAME OF PERSON FILING.
This Schedule 13G relates to each of the following persons:
- Jason Bauer
- Peter Zorich
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE.
The business address of the reporting persons is 250 West
57th Street, Suite 1112, New York, NY 10107.
ITEM 2(c). CITIZENSHIP.
Jason Bauer and Peter Zorich are U.S. citizens.
ITEM 2(d). TITLE OF CLASS OF SECURITIES.
This Schedule 13G/A relates to the Company's common stock, par value
$.001 per share.
ITEM 2(e). CUSIP NUMBER.
The CUSIP Number for the Company's common stock is 307071100.
Page 4 of 9 Pages
<PAGE>
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b), CHECK
WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act,
(e) [ ] Investment Advisor registered under Section 203 of the
Investment Advisors Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund,
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G),
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not applicable.
Page 5 of 9 Pages
<PAGE>
ITEM 4. OWNERSHIP.
I. The following describes the ownership of common stock by Jason
Bauer as of May 8, 2000:
(a) Amount beneficially owned: 4,799,494(1)
(b) Percent of class: 37.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
2,389,747
(ii) Shared power to vote or to direct the vote:
2,409,747
(iii) Sole power to dispose or to direct the
disposition of: 2,389,747
(iv) Shared power to dispose or to direct the
disposition of: 2,409,747
- --------
(1) Represents 2,389,747 shares of common stock held by Mr. Bauer, and
includes beneficial ownership of an additional 2,409,747 shares of
common stock held by Mr. Bauer pursuant to a voting agreement between
Mr. Bauer and Mr. Zorich. Pursuant to an employment agreement, Mr.
Bauer is entitled to options to purchase up to 1,500,000 shares of
common stock, subject to vesting upon the achievement of certain
corporate milestones. Options to purchase up to 1,200,000 shares of
common stock have vested as of April 3, 2000, and become exercisable
in October 2000. These options have not been included in the
beneficial ownership of Mr. Bauer.
Page 6 of 9 Pages
<PAGE>
II. The following describes the ownership of common stock by Peter
Zorich as of May 8, 2000:
(a) Amount beneficially owned: 4,799,494(1)
(b) Percent of class: 37.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
2,409,747
(ii) Shared power to vote or to direct the vote:
2,389,747
(iii) Sole power to dispose or to direct the
disposition of: 2,409,747
(iv) Shared power to dispose or to direct the
disposition of: 2,389,747
- --------
(1) Represents 2,409,747 shares of common stock held by Mr. Zorich, and
includes beneficial ownership of an additional 2,389,747 shares of
common stock held by Mr. Zorich pursuant to a voting agreement between
Mr. Bauer and Mr. Zorich. Pursuant to an employment agreement, Mr.
Bauer is entitled to options to purchase up to 1,500,000 shares of
common stock, subject to vesting upon the achievement of certain
corporate milestones. Options to purchase up to 1,200,000 shares of
common stock have vested as of April 3, 2000, and become exercisable
in October 2000. These options have not been included in the
beneficial ownership of Mr. Bauer or Mr. Zorich.
Page 7 of 9 Pages
<PAGE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Mr. Bauer and Mr. Zorich have entered into a voting agreement that
provides that each shall vote their respective shares for the election of each
other as a director of the Company. For the election of any additional
director, each of Bauer and Zorich shall vote his shares for the election of
each other's designee, provided that at least two directorships shall need to
be filled. The agreement also provides that they will vote for the election
of Jason Bauer as President and Chief Executive Officer and Peter Zorich as
Executive Vice President of the Company. The agreement expires on June 30,
2001, unless earlier terminated by written agreement signed by both parties.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
Page 8 of 9 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: May 9, 2000
/s/ Jason Bauer
--------------------------------
Jason Bauer
After reasonable inquiry and to best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: May 9, 2000
/s/ Peter Zorich
----------------------------
Peter Zorich
Page 9 of 9 Pages
