UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NBG RADIO NETWORK, INC.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
62873Q 10 6
(CUSIP Number)
Gregory W. Mallory, Esq.
Schwabe, Williamson & Wyatt
1211 SW Fifth Avenue, Suites 1600-1800
Portland, Oregon 97204-3795
503-222-9981
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
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CUSIP No. 62873Q 10 6
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
John A. Holmes, III
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization USA
7. Sole Voting Power 965,900
Number of
Shares Beneficially 8. Shared Voting Power 0
Owned by
Each Reporting
Person With 9. Sole Dispositive Power 965,900
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 965,900
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 7.4%
14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 62873Q 10 6
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Item 1. Security and Issuer
a) Name and Address of Principal Executive Offices of Issuer:
NBG Radio Network, Inc. ("Issuer")
520 SW Sixth Avenue, Suite 750
Portland, Oregon 97204
b) Title and Class of Equity Securities: Common Stock, par value $.001 per
share ("Common Stock")
Item 2. Identity and Background
a) - c), f)
Reporting Person
This statement is filed by John J. Holmes, III, a U.S. citizen. Mr. Holmes is
the Chairman of the Board, President and Chief Executive Officer of the Issuer.
The principal business and office address of Mr. Holmes is 520 SW Sixth Avenue,
Suite 750, Portland, Oregon 97204.
d) During the last five years, Mr. Holmes has not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
e) During the last five years, Mr. Holmes has not been party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he would have been subject to any 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
On September 1, 1999, Mr. Holmes was granted options to purchase 270,000
shares of Common Stock in accordance with the Issuer's 1998 Stock Incentive
Plan. Mr. Holmes did not pay any consideration for the options.
Item 4. Purpose of the Transaction
Mr. Holmes acquired the options in connection with his employment by the
Issuer. Mr. Holmes holds the securities described in Item 5(a) for investment
purposes. Mr. Holmes may make additional purchases of Common Stock in open
market or privately negotiated transactions or may alternatively seek to sell
his Common Stock in open market or privately negotiated transactions. Mr. Holmes
may also receive additional options or grants of Common Stock under the Issuer's
1998 Stock Incentive Plan. Mr. Holmes reserves the right to increase or decrease
his holdings on such terms and at such times as he may decide.
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CUSIP No. 62873Q 10 6
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Mr. Holmes does not currently have any plans or proposals which relate to
or would result in:
(i) the acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
(ii) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(iv) any change in the present Board of Directors or management of the Issuer;
(v) any material change in the present capitalization or dividend policy of
the Issuer;
(vi) any other material change in the Issuer's business or corporate
structure;
(vii) any change in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person, other than, in his capacity as the Chairman of
the Board, President and Chief Executive Officer of the Issuer, a
potential proposed amendment to the Issuer's Articles of Incorporation
which would increase the number of authorized Common Stock;
(viii) causing the Shares 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;
(ix) the Shares becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or
(x) any action similar to any of those actions set forth in this paragraph.
Item 5. Interests in Securities of the Issuer
(a) Mr. Holmes is deemed to be the beneficial owner of 965,900 shares of
Common Stock which equals 7.4% of the outstanding Common Stock of the Issuer.
Mr. Holmes owns 215,900 shares of Common Stock and immediately exercisable
options to purchase 750,000 shares of Common Stock.
(b) Mr. Holmes has sole voting and dispositive power with respect to the
securities described in Item 5(a).
(c) On September 1, 1999, the Issuer granted Mr. Holmes options to purchase
270,000 shares of Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Mr. Holmes owns immediately exercisable options to purchase 750,000 shares
of Common Stock at an exercise price ranging from $.5417 to $2.00 per share. The
options are subject to the terms and conditions of the Issuer's 1998 Stock
Incentive Plan which is incorporated by reference to Item 7.
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CUSIP No. 62873Q 10 6
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Item 7. Material to Be Filed as Exhibits
Exhibit A - 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.1
of NBG Radio Network, Inc.'s Form 10-QSB/A for the quarter ended August 31,
1999).
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.
/s/ John A. Holmes III
--------------------------------
John A. Holmes, III
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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