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omb approval
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OMB Number: 3235-0145
Expires: August 31,1999
Estimated average
burden hours
per form .........14.90
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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 24, 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>
SCHEDULE 13D
CUSIP No. 88335R101 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Dancing Bear Investments, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,469,606 (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 9,069,606 (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
9,469,606 (see responses to Items 3 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 88335R101 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Michael S. Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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 7 SOLE VOTING POWER
SHARES 9,834,606 (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 9,434,606 (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
9,834,606 (see responses to Items 3 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 88335R101 Page 4 of 12 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Todd V. Krizelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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 7 SOLE VOTING POWER
SHARES 1,634,862 (see responses to Items 3 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,834,862 (see responses to Items 3 and 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,834,862 (see responses to Items 3 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 88335R101 Page 5 of 12 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Stephan J. Paternot
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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 7 SOLE VOTING POWER
SHARES 1,779,952 (see responses to Items 3 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,979,952 (see responses to Items 3 and 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,979,952 (see responses to Items 3 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 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. 2 amends the initial statement on Schedule 13D dated
February 16, 1999 and all prior amendments (collectively, the "Initial
Statement") filed by the Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by adding thereto the
following:
On May 24, 1999 the Company completed a public offering (the
"Offering") of 6,900,000 shares of Common Stock pursuant to a Registration
Statement on Form S-1 (No. 333-76153). In the Offering, the Company sold
3,500,000 shares of Common Stock and certain selling stockholders sold
3,400,000 shares of Common Stock. The Reporting Persons were among the
selling stockholders who sold shares in the Offering. Dancing Bear
Investments, Inc., an entity controlled by Michael Egan, sold 2,523,942
shares of Common Stock. Todd Krizelman sold 120,000 shares of Common Stock.
Stephan Paternot sold 80,000 shares of Common Stock
In addition, in connection with the Offering, Edward Cespedes and
Rosalie Arthur each sold 50,000 shares of Common Stock (the "Warrant
Shares"). The Warrant Shares were acquired by Mr. Cespedes and Ms. Arthur
upon the exercise of warrants. Dancing Bear Investments, Inc. and Michael
Egan previously reported beneficial ownership of these Warrant Shares
because they were subject to the Stockholders' Agreement in which Rosalie
Arthur and Edward Cespedes granted an irrevocable proxy with respect to all
matters subject to a stockholder vote to Dancing Bear Investments, Inc. for
any Warrant Shares held by them.
The Company effected a two-for-one stock split in the form of a
dividend that was paid on May 14, 1999 to stockholders of record on May 3,
1999. All references to share amounts are on a post-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 and (ii) 26,517,412
shares of Common Stock outstanding as of May 24, 1999.
Number of shares of Common Stock beneficially owned:
9,469,606 with respect to Dancing Bear Investments
9,834,606 with respect to Mr. Egan
1,834,862 with respect to Mr. Krizelman
1,979,952 with respect to Mr. Paternot
Percent of class beneficially owned:
31.1% with respect to Dancing Bear Investments
32.0% with respect to Mr. Egan
6.7% with respect to Mr. Krizelman
7.3% with respect to Mr. Paternot
Number of shares of Common Stock as to which the person has:
sole power to vote or to direct the vote:
9,469,606 with respect to Dancing Bear Investments
9,834,606 with respect to Mr. Egan
1,634,862 with respect to Mr. Krizelman
1,779,952 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:
9,069,606 with respect to Dancing Bear Investments
9,434,606 with respect to Mr. Egan
1,834,862 with respect to Mr. Krizelman
1,979,952 with respect to Mr. Paternot
shared power to dispose or to direct the disposition of:
0
(c) Other than as disclosed in Item 4 above, none of Dancing Bear
Investments or Messrs. Egan, Krizelman or 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 56,000 shares of Common
Stock held by certain trusts for the benefit of Mr. Egan's children and
14,000 shares of Common Stock held by Mr. Egan's spouse. Mr. Egan disclaims
beneficial ownership of these 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 24, 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
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TODD V. KRIZELMAN
By: /s/ Todd V. Krizelman
------------------------------
STEPHAN J. PATERNOT
By: /s/ Stephan J. Paternot
------------------------------
