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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Interactive Objects, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
45839B 10 7
(CUSIP Number)
Steven G. Wollach
Interactive Objects, Inc.
214 Pine Street, Suite 800
Seattle, WA 98101
(206) 464-1008
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 4, 1999
(Date of Event Which Required Filing of This Statement)
[_] Check box 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 the disclosures provided in a prior cover page.
The information required in 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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SCHEDULE 13D
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CUSIP NO.45839B 10 7 PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
BRENT NELSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
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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 N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 CANADIAN CITIZEN
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SOLE VOTING POWER
7
NUMBER OF 65,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,180,800
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 65,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
600,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,245,800 SHARES (SEE ITEM 5 BELOW)
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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
20.0% (SEE ITEM 5 BELOW)
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TYPE OF REPORTING PERSON*
14
IN
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CUSIP NO. 45839B 10 7 PAGE 3 OF 5
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Item 1. Security and Issuer:
Title of Security................... Common Stock, $.01 par value
Name and Address of Issuer.......... Interactive Objects, Inc.
214 Pine Street, Suite 800
Seattle, WA 98101
Item 2. Identity and Background:
(a) Name of Person Filing................... Brent Nelson
(b) Residence or Business Address........... 214 Pine Street, Suite 800
Seattle, WA 98101
(c) Occupation/Employment/Business:
. Principal Occupation/Employment....... Managing Partner
. Name and Address of Organization...... Northwest Capital Partners, L.L.C.
10900 N.E. 8th Street, Suite 900
Bellevue, WA 98004
. Principal Business of Organization.... Venture capital firm
(d) Criminal Proceedings; Convictions (past five years)...N/A
(e) Civil Proceedings: Judgments, etc. (past five years)..N/A
(f) Citizenship...........................................Canadian Citizen
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable
Item 4. Purpose of Transaction.
The Reporting Person is a director of the Issuer. Pursuant to Rule 13d-1
promulgated under the Exchange Act, the Reporting Person is deemed to be the
beneficial owner of an aggregate of 2,580,800 shares being reported herein due
to his appointment under powers of attorney to vote such shares, pursuant to the
terms of settlement agreements entered into between the Issuer and certain
founders of the Issuer. The terms of the settlement agreements are set forth in
Item 6 below. As described below, the powers of attorney lapse over a period of
18 months from the effective date of such agreements.
The Reporting Person has no intention of acquiring additional securities of the
Issuer, other than pursuant to exercises of stock options that have been, or may
in the future be, granted to the Reporting Person, although the Reporting Person
reserves the right to make additional purchases from time to time. In addition,
through his power to vote the shares for which he is deemed to be the beneficial
owner of pursuant to Rule 13d-1, the Reporting Person has no present intention,
arrangement or understanding to effect any of the transactions listed in Item
4(a)-(j) of Schedule 13D. Except as set forth herein, the Reporting Person
does not have any plans or proposals that relate to or would result in any of
the matters specified in Item 4 of Schedule 13D. Notwithstanding the foregoing,
this shall in no way limit or otherwise restrict in any manner the Reporting
Person's exercise of his fiduciary duties as a director of the Issuer.
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CUSIP NO. 45839B 10 7 PAGE 4 OF 5
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Item 5. Interest in Securities of the Issuer.
(a) . Aggregate Number of Shares Beneficially Owned.... 3,245,800 shares
(Comprised of 600,000 shares of common stock held indirectly through
Northwest Capital Partners, L.L.C., over which shares the Reporting Persons
disclaims beneficial interest, stock options to purchase 65,000 shares of
common stock, which stock options are exercisable within 60 days of the
date hereof, and 2,580,800 shares over which the Reporting Person has the
power to vote pursuant to a power of attorney. Subsequently, on March 26,
1999, the Issuer redeemed 950,000 shares pursuant to the terms of the
settlement agreements; and accordingly, the Reporting Person's beneficial
ownership as of such date decreased to 2,295,800 shares.)
. Percentage Beneficially Owned...... 22.0%
(Calculated in accordance with Exchange Act Rule 13d-3, based on 14,773,907
shares of common stock outstanding, consisting of 14,708,927 shares
outstanding as of March 4, 1999 and an aggregate of 65,000 shares subject
to stock options held by the Reporting Person that are exercisable within
60 days of the date hereof. After giving effect to the Issuer's redemption
of the 950,000 shares on March 26, 1999, the Reporting Person is deemed the
beneficial owner of 16.6%.)
(b) Power to Vote and Disposition:
. Sole Power to Vote................. 65,000 shares
. Shared Power to Vote............... 3,180,800 shares
. Sole Power of Disposition.......... 65,000 shares
. Shared Power of Disposition........ 600,000 shares
(c) Transactions in Shares............... Not Applicable
(d) Right to Dividends or Sale Proceeds.. Not Applicable
(e) Beneficial Ownership of 5% or Less... Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of Issuer.
On March 4, 1999, the Issuer entered into Mutual Release and Settlement
Agreements (the "Settlement Agreements") with each of Ryan Smith ("Smith") and
John Guarino ("Guarino"), each a founder and former director and officer of the
Issuer. The Settlement Agreements were entered into to resolve and settle all
matters between the parties. In connection with and as part of the Settlement
Agreements, each of Smith and Guarino have separately granted to the Issuer, or
its assignee, options to purchase 1,680,800 shares and 900,000 shares,
respectively, of the common stock owned by them, at an exercise price of $0.50
per share. Of such shares, the Issuer irrevocably agreed to purchase 550,000
shares and 400,000 shares, respectively, from Smith and Guarino within 20 days
of the effective date of the Settlement Agreements, and redeemed all such shares
as of March 26, 1999. All of the remaining 1,630,800 shares were placed in an
escrow account and are to be released from the escrow upon expiration of the
option periods with respect thereto. Commencing on October 15, 1999, and every
three months thereafter, an aggregate of 226,160 shares and 100,000 shares,
respectively, of the shares held by Smith and Guarino (less any shares
theretofore purchased by the Issuer or its assignee upon exercise of the
options) are to be released from the escrow and returned to Smith or Guarino, as
applicable. While any of such shares remain in escrow, each of Messrs. Smith
and Guarino has given his proxy
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CUSIP NO. 45839B 10 7 PAGE 5 OF 5
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to each of Messrs. Steve Wollach, Brent Nelson and Thad Wardall, the current
directors of the Issuer, to vote all such shares.
Item 7. Material to Be Filed as Exhibits
See the following items incorporated herein by this reference from the Issuer's
Form 8-K dated March 24, 1999:
. Mutual Release and Settlement Agreement between Interactive Objects, Inc.
and Ryan Smith, dated March 4, 1999
. Mutual Release and Settlement Agreement between Interactive Objects, Inc.
and John Guarino, dated March 4, 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.
Dated: April 22, 1999
/s/ Brent Nelson
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Brent Nelson
