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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
theglobe.com, inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
88335R101
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(CUSIP Number)
Valerie Ford Jacob, Esq.
Stuart H. Gelfond, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
May 3, 1999
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 the 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).
<PAGE>
13D
CUSIP No. 88335R101 Page 2 of 12 Pages
1 NAME OF REPORTING PERSONS/
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dancing Bear Investments, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,046,774 (see responses to Items 3 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0 (see responses to Items 3 and 5)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,796,774 (see responses to Items 3 and 5)
10 SHARED DISPOSITIVE POWER
0 (see responses to Items 3 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,046,774 (see responses to Items 3 and 5)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.9%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
13D
CUSIP No. 88335R101 Page 3 of 12 Pages
1 NAME OF REPORTING PERSONS/
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael S. Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,123,024 (see responses to Items 3 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0 (see responses to Items 3 and 5)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,873,024 (see responses to Items 3 and 5)
10 SHARED DISPOSITIVE POWER
0 (see responses to Items 3 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,123,024 (see responses to Items 3 and 5)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.3%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
13D
CUSIP No. 88335R101 Page 4 of 12 Pages
1 NAME OF REPORTING PERSONS/
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Todd V. Krizelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 777,431 (see responses to Items 3 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 877,431 (see responses to Items 3 and 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,431 (see responses to Items 3 and 5)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
13D
CUSIP No. 88335R101 Page 5 of 12 Pages
1 NAME OF REPORTING PERSONS/
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephan J. Paternot
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 829,976 (see responses to Items 3 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 929,976 (see responses to Items 3 and 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,976 (see responses to Items 3 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D (this "Schedule 13D") relates to
the common stock, par value $0.001 per share ("Common Stock") of
theglobe.com, inc., a Delaware corporation (the "Issuer" or the "Company").
This Amendment No. 1 amends the initial statement in Schedule 13D dated
February 16, 1999 filed by the Reporting Persons.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented by adding thereto the
following:
Each of Stephan Paternot and Todd Krizelman had 72,488 options vested
since February 14, 1999.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by adding thereto the
following:
On May 3, 1999 a preliminary prospectus was delivered by the Company
in contemplation of an offering of 4,000,000 shares of Common Stock, with
the Company selling 2,000,000 shares and certain selling stockholders
selling 2,000,000 shares. The Reporting Persons intend to sell shares in
the proposed offering. Dancing Bear Investments, Inc., an entity controlled
by Michael Egan, intends to sell 1,200,000 shares. Todd Krizelman intends
to sell 60,000 shares. Stephan Paternot intends to sell 40,000 shares. In
addition, if the underwriters exercise an over-allotment option, Dancing
Bear Investments has the option to sell an additional 600,000 shares. If
Dancing Bear Investments does not exercise the option, the Company will
sell an additional 600,000 shares. The Company has announced a two-for-one
stock split in the form of a dividend that will be payable on May 14, 1999
to stockholders of record on May 3, 1999. All references to share amounts
are on a pre-split basis.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by deleting the previous item 5 and replacing
it in its entirety with the following:
(a)-(b)The amounts and percentages of Common Stock set forth in this
Item 5 are based on (i) the shares beneficially owned by Dancing Bear
Investments and Messrs. Egan, Krizelman and Paternot as set forth in Item 3
and (ii) 11,449,373 shares of Common Stock outstanding as of April 29,
1999.
Amount beneficially owned:
6,046,774 with respect to Dancing Bear Investments
6,123,024 with respect to Mr. Egan
877,431 with respect to Mr. Krizelman
929,976 with respect to Mr. Paternot
Percent of class:
44.9% with respect to Dancing Bear Investments
45.3% with respect to Mr. Egan
7.5% with respect to Mr. Krizelman
7.9% with respect to Mr. Paternot
Number of shares as to which the person has:
sole power to vote or to direct the vote:
6,046,774 with respect to Dancing Bear Investments
6,123,024 with respect to Mr. Egan
777,431 with respect to Mr. Krizelman
829,976 with respect to Mr. Paternot
shared power to vote or to direct the vote:
0
sole power to dispose or to direct the disposition of:
5,796,774 with respect to Dancing Bear Investments
5,873,024 with respect to Mr. Egan
877,431 with respect to Mr. Krizelman
929,976 with respect to Mr. Paternot
shared power to dispose or to direct the disposition of:
0
(c) None of Dancing Bear Investments and Messrs. Egan, Krizelman
and Paternot has effected any transactions in shares of Common Stock during
the past 60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of the securities held by Dancing Bear Investments and Messrs. Egan,
Krizelman and Paternot, except with respect to 28,000 shares of Common
Stock held by certain trusts for the benefit of Mr. Egan's children and
7,000 shares held by Mr. Egan's spouse. Mr. Egan disclaims beneficial
ownership for each amount of such shares.
(e) Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true,
complete and correct.
Date: May 3, 1999
DANCING BEAR INVESTMENTS, INC.
By: /s/ Rosalie V. Arthur
---------------------------------
Name: Rosalie V. Arthur
Title: Vice President
MICHAEL S. EGAN
By: /s/ Michael S. Egan
---------------------------------
TODD V. KRIZELMAN
By: /s/ Todd V. Krizelman
---------------------------------
STEPHAN J. PATERNOT
By: /s/ Stephan J. Paternot
---------------------------------
<PAGE>
Schedule I
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Joint Filing Agreement
----------------------
In accordance with Rule 13d-1(k) of Regulation 13D of the Securities
Exchange Act of 1934, as amended, the persons or entities below agree to
the joint filing on behalf of each of them of this statement on Schedule
13D (including any and all amendments thereto) with respect to the Common
Stock of theglobe.com, inc. and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filings. In evidence
thereof the undersigned, being duly authorized, hereby execute this
Agreement as of the 14th day of February, 1999.
DANCING BEAR INVESTMENTS, INC.
By: /s/ Rosalie V. Arthur
---------------------------------
Name: Rosalie V. Arthur
Title: Vice President
MICHAEL S. EGAN
By: /s/ Michael S. Egan
---------------------------------
TODD V. KRIZELMAN
By: /s/ Todd V. Krizelman
---------------------------------
STEPHAN J. PATERNOT
By: /s/ Stephan J. Paternot
---------------------------------
