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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
EASYRIDERS, INC.
(Name of Issuer)
COMMON STOCK, $.001 par value
(Title of Class of Securities)
277848107
(CUSIP Number)
Joseph Teresi
28210 Dorothy Drive
Agoura Hills, California 91301
Telephone: (818) 889-8740
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
April 8, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Section 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(b) 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).
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SCHEDULE 13D
CUSIP NO. 277848107
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only)
Joseph Teresi
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X] (b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER 8,391,557
9. SOLE DISPOSITIVE POWER 8,391,557
10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 8,391,557
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 3. Source and Amount of Funds or Other Consideration
Mr. Teresi acquired 1,397,950 shares of Common Stock from the Company
for $1,500,000. Mr. Teresi paid for his shares by forgiving $75,000 of interest
and $1,425,000 of principal owed to him by the Company on certain promissory
notes.
Item 4. Purpose of Transaction
The 1,397,950 shares have been acquired by Mr. Teresi for investment
purposes. Mr. Teresi may acquire and/or dispose of additional shares of Common
Stock from time to time, either in the open market or in privately negotiated
transactions. Any decision by Mr. Teresi to increase or decrease his holdings
in the Common Stock may depend, however, on numerous factors, including, without
limitation, the price of shares of Common Stock, the terms and conditions
related to their purchase and sale, other business and investment alternatives
of Mr. Teresi and general economic and market conditions.
Mr. Teresi presently has no plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
the Company or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) 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; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company 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;
(i) a class of equity securities of the Company to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any
action similar to any of those enumerated above. However, Mr. Teresi may
formulate plans or proposals with respect to one or more of the foregoing in the
future.
Item 5. Interest in Securities of Issuer
(a) As of the date of this report, Mr. Teresi beneficially owns an
aggregate of 8,391,557 shares of Common Stock, or approximately 35.0% of the
Common Stock (includes all unexercised options and warrants which are vested or
vest within 60 days after the day hereof). As of the date of this report, John
Martin beneficially owns an aggregate of 6,542,447 shares of Common Stock, or
approximately 27.3% of the Common Stock (includes all unexercised options and
warrants which are vested or vest within 60 days after the day hereof).
Additionally, Mr. Teresi holds proxies with respect to the voting of an
additional 1,370,000 shares of Common Stock or approximately 6.3% of the Common
Stock (includes all unexercised options and
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warrants which are vested or vest within 60 days after the day hereof) until May
29, 2000. These proxies were granted by Michael T. Purcell (400,000 shares), C.
W. Doyle (320,000 shares) and Leon Hatcher (650,000 shares). The shares of
Common Stock held by Mr. Martin and Mr. Teresi are subject to a Stockholders'
Voting Agreement between themselves, and accordingly Mr. Teresi may be deemed to
share voting power for limited purposes with respect to shares of Common Stock
beneficially owned by Mr. Martin. Mr. Teresi disclaims beneficial ownership of
the shares of Common Stock beneficially owned by Mr. Martin.
(b) Mr. Teresi holds sole voting and dispositive power with respect to the
8,391,557 shares of Common Stock described as being beneficially owned by him,
except in matters affecting the voting of the shares for the nomination,
election and removal of members of the Company's Board of Directors. For such
matters, Mr. Teresi may share the voting power with Mr. Martin pursuant to the
provisions of a Stockholders' Voting Agreement.
(c) On April 8, 1999, Mr. Teresi acquired 1,397,950 shares of Common Stock
from the Company for forgiving $75,000 of interest and $1,425,000 of principal
owed to him by the Company.
(d) Not applicable.
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Item 7. Materials to be Filed as Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1 Stockholders' Voting Agreement between John
Martin and Joseph Teresi dated September 23,
1998. (incorporated by reference to Exhibit 1
to the Schedules 13D, filed October 5, 1998).
2
Proxy given by Michael T. Purcell covering
800,000 shares of Newriders common stock
(400,000 shares of the Company's common stock)
(incorporated by reference to Exhibit 10.1.21 to
the Company's Form S-4 registration statement,
filed July 6, 1998).
3
Proxy given by C.W. Doyle covering 640,000
shares of Newriders common stock (320,000 shares
of the Company's common stock) (incorporated by
reference to Exhibit 10.1.22 to the Company's
Form S-4 registration statement, filed July 6,
1998).
4
Proxy given by Leon Hatcher covering 1,300,000
shares of Newriders common stock (650,000
shares of the Company's common stock)
(incorporated by reference to Exhibit 10.1.23
to the Company's Form S-4 registration
statement, filed July 6, 1998).
</TABLE>
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SIGNATURES
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: May 14, 1999 By: /s/ Joseph Teresi
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Joseph Teresi
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