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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
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)
December 29, 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 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
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Joseph Teresi
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
OO
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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
United States
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SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,787,694
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 10,787,694
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,787,694
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
31.77%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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2
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SCHEDULE 13D
This Amendment No. 5 of Statement on Schedule 13D is the Fifth Amendment
Statement for Joseph Teresi. It represents an amendment to the Statement on
Schedule 13D filed on behalf of Joseph Teresi on October 5, 1998, which was last
amended by the filing of the Fourth Amendment thereto on April 24, 2000.
Item 1. Security and Issuer
Common Stock, $.001 par value ("Common Stock") of Easyriders, Inc. (the
"Company"). The Company's principal executive offices are located at 28210
Dorothy Drive, Agoura Hills, CA 91301.
Item 2. Identity and Background
This statement is filed by Joseph Teresi ("Mr. Teresi"). Mr. Teresi is the
Publisher and Chief Executive Officer of Paisano Publications, Inc., a principal
subsidiary of the Company, and a director of the Company. The principal
executive office of Paisano Publications, Inc. is the same as the Company.
Item 3. Source and Amount of Funds or Other Consideration
On December 29, 2000, Mr. Teresi sold 200,000 shares of Common Stock
beneficially owned by him to Breakwater Capital Management, L.L.C., a New York
limited liability company of which John Corrigan, a director of the Company, is
a 50% owner. The shares were purchased at a price of $0.25 per share in exchange
for a promissory note (the "Breakwater Note") in favor of Mr. Teresi in the
principal sum of $50,000. Interest on the Breakwater Note is fixed at 6.10%. The
principal and all accrued interest under the Breakwater Note are due on December
31, 2001.
On December 29, 2000, Mr. Teresi sold 2,000,000 shares of Common Stock
beneficially owned by him to KC Publishing, Inc., a Delaware corporation. The
shares were purchased at a price of $0.25 per share in exchange for a promissory
note (the "KC Note") in favor of Mr. Teresi in the principal sum of $500,000.
Interest on the KC Note is fixed at 6.10%. The principal and all accrued
interest under the KC Note are due on December 31, 2001.
Item 4. Purpose of Transaction
The shares were sold by Mr. Teresi in furtherance of his tax planning
objectives.
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.
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Mr. Teresi has disclosed to the board of directors a plan which, if
implemented, would result in the resignation of Mr. Martin as Chairman of the
Board and a director of the Company. The terms of such plan are presently the
subject of negotiations between Mr. Martin, Mr. Teresi, and the Company. The
outcome of these negotiations is presently uncertain.
Other than the foregoing, 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 10,787,694 shares of Common Stock, or approximately 31.77% 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 7,271,214 shares of Common Stock, or
approximately 21.41% of the Common Stock (includes all unexercised options and
warrants which are vested or vest within 60 days after the day hereof). 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
10,787,694 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.
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(c) During the past 60 days, Mr. Teresi made the following open market
purchases of Common Stock of the Company:
<TABLE>
<CAPTION>
Date Acquired Number of Shares Price per Shares Total Shares Owned
------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
11/28/00 34,800 $0.3125 12,885,194
11/28/00 17,400 $0.3750 12,902,594
11/28/00 2,100 $0.4375 12,904,694
11/28/00 63,000 $0.5000 12,967,694
12/7/00 19,900 $0.3750 12,987,594
12/7/00 100 $0.3125 12,987,694
12/29/00 (2,200,000)* $0.2500 10,787,694
</TABLE>
* Represents the shares disposed of on December 29, 2000 as reported herein.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Common Shares sold to Breakwater Capital Management were transferred
pursuant to a Stock Purchase Agreement dated as of December 29, 2000, a copy of
which is attached hereto as Exhibit 2 (the "Breakwater Agreement"). Pursuant to
the Breakwater Agreement (i) Mr. Teresi was granted a "limited voting proxy"
with respect to the 200,000 shares of Common Stock, and (ii) all of the shares
conveyed were "restricted shares" and subject to a legend reflecting that "these
securities have not been registered under the Securities Act of 1933," etc. (a
"Rule 144 Legend"). Subsequently, it was agreed that of the total number of
shares conveyed, 100,000 shares would be those previously registered and not
subject to a Rule 144 Legend.
The Common Shares sold to KC Publishing, Inc. were transferred pursuant to
a Stock Purchase Agreement dated as of December 29, 2000, a copy of which is
attached hereto as Exhibit 3 (the "KC Agreement"). Pursuant to the KC Agreement
(i) Mr. Teresi was granted a "limited voting proxy" with respect to the
2,000,000 shares of Common Stock, and (ii) all of the shares conveyed were
"restricted shares" and subject to a Rule 144 Legend. Subsequently, it was
agreed that of the total number of shares conveyed, 134,940 shares would be
those previously registered and not subject to a Rule 144 Legend.
Item 7. Materials to be Filed as Exhibits
Exhibit No. Description
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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 Stock Purchase Agreement between Joseph Teresi and Breakwater
Capital
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Management, LLC dated December 29, 2000, and Promissory Note
attached thereto as Exhibit A.
3 Stock Purchase Agreement between Joseph Teresi and KC Publishing,
Inc. dated December 29, 2000, and Promissory Note attached
thereto as Exhibit A.
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: January, 8, 2001 By: /s/ Joseph Teresi
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Joseph Teresi
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