SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. )(1)
Fullcomm Technologies, Inc.
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
359683 10 9
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(CUSIP Number)
Wayne H. Lee, 110 West Franklin Avenue
Pennington, New Jersey 08534
(609-730-9900)
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 1, 2000
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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(c), 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.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) 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 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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CUSIP No. 359683 10 9 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Wayne H. Lee
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS * PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
7 SOLE VOTING POWER 1,125,000
SHARES ---------
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BENEFICIALLY
8 SHARED VOTING POWER N/A
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,125,000
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REPORTING ---------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,125,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13.25%
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14 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is Common Stock, $.0001 par value (the "Common Stock") of
Fullcomm Technologies, Inc., a Delaware corporation ("FTI"). The
address of the principal executive offices of FTI is 110 West Franklin
Avenue, Pennington, New Jersey 08534.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this report is Wayne H. Lee;
(b) The business address of Mr. Lee is c/o Fullcomm Technologies,
Inc., 110 West Franklin Avenue, Pennington, New Jersey 08534;
(c) The present principal occupation or employment of Mr. Lee is
the Executive Vice President and Secretary of Fullcomm
Technologies, Inc., a Delaware corporation, located at 110
West Franklin Avenue, Pennington, New Jersey 08534;
(d) During the last five years, Mr. Lee has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors);
(e) During the last five years, Mr. Lee was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding he was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws; and
(f) Mr. Lee is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 28, 2000, Fullcomm, Inc., a New Jersey corporation and the
successor entity to Fullcomm, L.L.C., a New Jersey limited liability
company ("Old Fullcomm"), Fullcomm Acquisition Corp. ("FAC"), a
Delaware corporation and wholly-owned subsidiary of Contessa
Corporation ("Contessa"), and the Principal Stockholders (as defined
therein), entered into an Amended and Restated Agreement and Plan of
Merger, providing for the merger of Old Fullcomm with and into FAC with
FAC continuing under the name Fullcomm, Inc. and remaining a
wholly-owned subsidiary of Contessa (the "Merger"). In connection with
the Merger, each shareholder of Old Fullcomm was issued one share of
common stock of Contessa for each share of common stock of Old Fullcomm
held by such shareholder. The Merger was completed on March 1, 2000.
Upon the completion of the Merger, Contessa changed its name to
Fullcomm Technologies, Inc.
Mr. Lee was a shareholder of Old Fullcomm and beneficially owned
1,125,000 shares of Common Stock of Old Fullcomm. As a result of the
Merger, on March 1, 2000, Mr. Lee received 1,125,000 shares of Common
Stock of Contessa, consisting of 13.25% of the 8,490,557 shares of FTI
Common Stock issued and outstanding as of August 1, 2000.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Lee acquired the 1,125,000 shares of Common Stock of FTI as a
result of the Merger as discussed in Item 3 above. Except for the
Merger, Mr. Lee has no plan or proposal which relates to or would
result in:
(a) The acquisition by any person of additional securities of FTI,
or the disposition of securities of FTI;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving FTI;
(c) A sale or transfer of a material amount of assets of FTI;
Page 3 of 5 Pages
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(d) Any change in the present board of directors or management of
FTI, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or dividend
policy of FTI;
(f) Any other material change in FTI's business or corporate
structure;
(g) Changes in FTI's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of FTI by any person;
(h) Causing a class of securities of FTI 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 FTI becoming 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Lee beneficially owns 1,125,000 shares of Common Stock of
FTI, which represents 13.25% of the 8,490,557 issued and
outstanding shares of Common Stock of FTI (which is based on the
number of securities outstanding as contained in the most
recently available filing with the Commission by the Issuer).
(b) Mr. Lee has the sole power to vote or to direct the vote of
all of the 1,125,000 shares of Common Stock of FTI.
(c) Mr. Lee acquired the 1,125,000 shares of Common Stock of FTI as a
result of the Merger as more fully described in Item 3 above.
(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, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH THE
ISSUER.
There is no contract, arrangement, understanding or relationship (legal
or otherwise) between Mr. Lee and FTI with respect to any securities of
FTI, including but not limited to, transfer of voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Amended and Restated Agreement and Plan of Merger dated as
of January 28, 2000 made by and among Fullcomm, Inc., a New
Jersey corporation and the successor entity to Fullcomm,
L.L.C., a New Jersey limited liability company, Fullcomm
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Fullcomm Technologies, Inc. and the Principal
Stockholders (as defined therein) (Incorporated by reference
to the Annual Report of Contessa Corporation (the
predecessor to Fullcomm Technologies, Inc.) on Form 10-KSB
for the fiscal year ended December 31, 1999).
Page 4 of 5 Pages
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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.
September 13, 2000 By: /s/ Wayne H. Lee
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Wayne H. Lee, Stockholder
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention. Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001.).
