<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
CONNECTIVCORP F/K/A SPINROCKET COM INC (the "Company")
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(Name of Issuer)
Common Stock (par value $.001 per share)
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(Title of Class of Securities)
784495103
----------------------
(CUSIP Number)
c/o Atlantis Equities, Inc.
750 Lexington Avenue, 23rd Floor
New York, NY 10022
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
with copies to:
Kenneth R. Koch, Esq.
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
666 Third Avenue
The Chrysler Center-25th Floor
New York, New York 10017
(212) 935-3000
November 27, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: |_|
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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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CUSIP No. 784495103
-------------------
1 Name of Reporting Person Nancy J. Ellin
S.S. or I.R.S. Identification No.
of Above Person
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2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [ ]
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3 SEC Use Only
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4 Source of Funds OO
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5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization U.S.A.
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7 Sole Voting Power 4,879,936*
* Including the shares underlying options
held by Atlantis Equities, Inc., to
purchase 762,064 shares of the Company's
common stock.
-------------------------------------------
Number of Shares 8 Shared Voting Power 650,000
Beneficially Owned by -------------------------------------------
Reporting Person With
9 Sole Dispositive Power 4,879,936*
* Including the shares underlying options
held by Atlantis Equities, Inc., to
purchase 762,064 shares of the Company's
common stock.
-------------------------------------------
10 Shared Dispositive Power 650,000
-------------------------------------------
11 Aggregate Amount Beneficially
Owned By Each Reporting Person 5,529,936*
* Including the shares underlying options held by Atlantis Equities, Inc.,
to purchase 762,064 shares of the Company's common stock.
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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 24.8%*
Amount in Row (11)
*Based on the total number of outstanding shares of common stock reported
in the Company's 10-QSB, filed November 14, 2000, plus the shares
underlying options held by Atlantis Equities, Inc., to purchase 762,064
shares of the Company's common stock.
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14 Type of Reporting Person IN
CUSIP No. 784495103
-------------------
1 Name of Reporting Person Robert S. Ellin
S.S. or I.R.S. Identification No.
of Above Person
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2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [ ]
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3 SEC Use Only
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4 Source of Funds OO
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5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization U.S.A.
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7 Sole Voting Power 650,000
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Number of Shares 8 Shared Voting Power 4,879,936*
Beneficially Owned by * Including the shares underlying options
Reporting Person With held by Atlantis Equities, Inc., to
purchase 762,064 shares of the Company's
common stock.
-------------------------------------------
9 Sole Dispositive Power 650,000
-------------------------------------------
10 Shared Dispositive Power 4,879,936*
* Including the shares underlying options
held by Atlantis Equities, Inc., to
purchase 762,064 shares of the Company's
common stock.
-------------------------------------------
11 Aggregate Amount Beneficially
Owned By Each Reporting Person 5,529,936*
* Including the shares underlying options held by Atlantis Equities, Inc.,
to purchase 762,064 shares of the Company's common stock.
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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 24.8%*
Amount in Row (11)
<PAGE>
*Based on the total number of outstanding shares of common stock reported
in the Company's 10-QSB, filed November 14, 2000, plus the shares
underlying options held by Atlantis Equities, Inc., to purchase 762,064
shares of the Company's common stock.
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14 Type of Reporting Person IN
CUSIP No. 784495103
-------------------
1 Name of Reporting Person Dylan, LLC
S.S. or I.R.S. Identification No.
of Above Person
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2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [ ]
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3 SEC Use Only
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4 Source of Funds n/a
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5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization U.S.A.
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7 Sole Voting Power 0
-------------------------------------------
Number of Shares 8 Shared Voting Power 0
Beneficially Owned by -------------------------------------------
Reporting Person With
9 Sole Dispositive Power 0
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10 Shared Dispositive Power 0
-------------------------------------------
11 Aggregate Amount Beneficially
Owned By Each Reporting Person 0
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12 Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------
13 Percent of Class Represented
Amount in Row (11) 0%
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14 Type of Reporting Person CO
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CUSIP No. 784495103
-------------------
1 Name of Reporting Person Atlantis Equities, Inc.
S.S. or I.R.S. Identification No.
of Above Person
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2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [ ]
--------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------
4 Source of Funds n/a
--------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------
6 Citizenship or Place of Organization U.S.A.
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7 Sole Voting Power 0
-------------------------------------------
Number of Shares 8 Shared Voting Power 1,543,973*
*Including the shares underlying options
held by Atlantis Equities, Inc., to
purchase 762,064 shares of the Company's
common stock.
-------------------------------------------
Beneficially Owned by
Reporting Person With
9 Sole Dispositive Power 0
-------------------------------------------
10 Shared Dispositive Power 1,543,973*
*Including the shares underlying options
held by Atlantis Equities, Inc., to
purchase 762,064 shares of the Company's
common stock.
-------------------------------------------
11 Aggregate Amount Beneficially
Owned By Each Reporting Person 1,543,973*
*Including the shares underlying options held by Atlantis Equities,
Inc., to purchase 762,064 shares of the Company's common stock.
--------------------------------------------------------------------------
12 Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------
13 Percent of Class Represented 6.9%
Amount in Row (11)
*Based on the total number of outstanding shares of common stock reported
in the Company's
<PAGE>
10-QSB, filed November 14, 2000, plus the shares underlying options held
by Atlantis Equities, Inc., to purchase 762,064 shares of the Company's
common stock.
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14 Type of Reporting Person CO
CUSIP No. 784495103
-------------------
1 Name of Reporting Person Robert S. Ellin Master Defined Plan
S.S. or I.R.S. Identification No.
of Above Person
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2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [ ]
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3 SEC Use Only
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4 Source of Funds n/a
--------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------
6 Citizenship or Place of Organization U.S.A.
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7 Sole Voting Power 650,000
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Number of Shares 8 Shared Voting Power 0
Beneficially Owned by -------------------------------------------
Reporting Person With
9 Sole Dispositive Power 650,000
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10 Shared Dispositive Power 0
-------------------------------------------
11 Aggregate Amount Beneficially
Owned By Each Reporting Person 650,000
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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 3.0%
Amount in Row (11)
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14 Type of Reporting Person OO
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CUSIP No. 784495103
-------------------
1 Name of Reporting Person Robert S. Ellin Family 1997 Trust
S.S. or I.R.S. Identification No.
of Above Person
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2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [ ]
--------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds n/a
--------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------
6 Citizenship or Place of Organization U.S.A.
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7 Sole Voting Power 250,000
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Number of Shares 8 Shared Voting Power 0
Beneficially Owned by -------------------------------------------
Reporting Person With
9 Sole Dispositive Power 250,000
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10 Shared Dispositive Power 0
-------------------------------------------
11 Aggregate Amount Beneficially
Owned By Each Reporting Person 250,000
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12 Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------
13 Percent of Class Represented 1.2%
Amount in Row (11)
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14 Type of Reporting Person OO
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Statement on Schedule 13D/A
under the
Securities Exchange Act of 1934, as amended
This Statement on Schedule 13D/A (this "Statement"), which is being filed
jointly by the Reporting Persons (as defined in Item 2), also constitutes
Amendment No. 1 to the Statement on Schedule 13D previously filed by Dylan LLC
("Dylan") and Amendment No. 2 to the Statement on Schedule 13D previously filed
by Atlantis Equities, Inc., a New York corporation ("Atlantis"). This Statement
amends the previously filed Statements on Schedule 13D filed by the Reporting
Persons. Information in this Statement with respect to each Reporting Person or
its affiliates has been provided by such Reporting Person.
Item 1. Security and Issuer.
--------------------
The title of the class of equity securities to which the statement on
Schedule 13D/A relates is the common stock, $.001 per share par value (the
"Common Stock") of ConnectivCorp, a Delaware corporation F/K/A SPINROCKET COM
INC (the "Company"). The principal executive offices of the Company are located
at 29 West 57th Street, 9th Floor, New York, New York 10019.
Item 2. Identity and Background.
------------------------
(a) The name of the persons filing (the "Filing Persons") this Schedule
13D/A are Nancy J. Ellin (Ms. Ellin"), Robert S. Ellin ("Mr. Ellin"), Atlantis,
Dylan, Robert S. Ellin Family 1997 Trust (the "Trust") and Robert S. Ellin
Master Defined Plan (the "Plan"). Dylan dissolved in October 2000 and
distributed all of its Common Stock on November 27, 2000, to its members. Ms.
Ellin was the Managing Member of Dylan and is currently the sole stockholder of
Atlantis. Mr. Ellin is the husband of Ms. Ellin and is the trustee of the Plan
and the Chairman of the Board of the Company. Mr. Ellin's brother, Howard Ellin
("Howard") is the trustee of the Trust.
(b) The business address of the Ms. Ellin, Mr. Ellin, Dylan, the Plan and
Atlantis is 750 Lexington Avenue, 23rd Floor, New York, New York 10022. The
business address of the Trust is c/o Howard Ellin, Trustee, 106 Central Park
South, New York, New York 10019.
(c) Ms. Ellin is presently the sole officer, director and stockholder of
Atlantis, a merchant banking firm located at 750 Lexington Avenue, 23rd Floor,
New York, NY 10022. Mr. Ellin is presently the Chairman of the Board of the
Company.
(d) The Filing Persons have not been, during the last five years, convicted
in a criminal proceeding during the last five years (excluding traffic
violations or similar misdemeanors).
(e) The Filing Persons have not been, during the last five years, a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and has not been and are not 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.
(f) Ms. Ellin, Mr. Ellin and Howard are citizens of the United States.
Dylan is a Delaware limited liability company and Atlantis is a New York
corporation.
Item 3. Source and Amount Of Funds Or Other Consideration.
--------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction.
-----------------------
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Ms. Ellin became the beneficial owner of 3,335,963 shares of Common Stock
as a result of a pro rata distribution by Dylan on November 27, 2000, to its
members of all shares of Common Stock. Ms. Ellin may also be deemed to be the
beneficial owner of an additional 1,543,973 shares of Common Stock beneficially
owned by Atlantis, as the sole stockholder of Atlantis, and may be deemed to be
the beneficial owner of 650,000 shares of Common Stock received by the Plan from
Dylan's pro rata distribution by way of Ms. Ellin's and Mr. Ellin's
relationship. Atlantis owns 781,909 shares of Common Stock and options to
purchase 762,064 shares of Common Stock, exercisable at $2.50 per share until
December 31, 2000. In light of the fact that Ms. Ellin controls Atlantis, and in
light of Ms. Ellin's and Mr. Ellin's relationship, Ms. Ellin, Mr. Ellin and
Atlantis may be deemed a group. As a result of Dylan's pro rata distribution ,
the Trust received 250,000 shares of Common Stock and the Plan received 650,000
shares of Common Stock. Dylan no longer holds any shares of Common Stock after
it pro rata distribution on November 27, 2000.
The Reporting Persons at any time, or from time to time, may acquire
additional shares of Common Stock or dispose of shares of Common Stock. Mr.
Ellin is the Chairman of the Board of the Company. Except for Mr. Ellin, in his
capacity as Chairman of the Board of the Company, the Reporting Persons, except
as described above, have 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 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 becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The Reporting Persons beneficially own, in the aggregate, 5,779,936
shares of Common Stock, which represents, in the aggregate, 26.0% of the
outstanding Common Stock of the Company. This includes (i) 5,729,936 shares of
Common Stock (24.8%), in the aggregate, beneficially owned by Ms. Ellin, of
which 3,335,963 shares Ms. Ellin received in the pro rata distribution by Dylan,
1,543973 shares that Ms. Ellin may be deemed to be the beneficial owner of as
the sole stockholder of Atlantis, and 650,000 shares that
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<PAGE>
Ms. Ellin may be deemed to be the beneficial owner of by way of Ms. Ellin's and
Mr. Ellin's relationship, (ii) 5,729,936 shares of Common Stock (24.8%), in the
aggregate, beneficially owned by Mr. Ellin, which consist of 650,000 shares that
Mr. Ellin may be deemed to be the beneficial owner of as the trustee of the Plan
and 4,879,936 shares that Mr. Ellin may be deemed to be the beneficial owner of
by way Ms. Ellin's and Mr. Ellin's relationship, (iii) 1,543,973 shares of
Common Stock (6.9%) beneficially owned by Atlantis, which includes the shares
underlying options held by Atlantis to purchase 762,064 shares of Common Stock,
(iv) 250,000 shares Common Stock (1.2%) received by the Trust as a result of
Dylan's pro rata distribution, and (v) 650,000 shares Common Stock (3.0%)
received by the Plan as a result of Dylan's pro rata distribution. In light of
the fact that Ms. Ellin controls Atlantis, and in light of Ms. Ellin's and Mr.
Ellin's relationship, Ms. Ellin, Mr. Ellin and Atlantis may be deemed a group.
Dylan no longer owns any shares of Common Stock after its pro rata distribution
on November 27, 2000.
This Statement does not include the shares of Common Stock owned by Mr.
Ellin's parents and brothers, as to which Mr. Ellin and Ms. Ellin disclaim
beneficial ownership of. Mr. Ellin also disclaims beneficial ownership of the
shares of Common Stock beneficially owned by the Trust.
(b) Ms. Ellin has sole voting power, and the sole power to dispose of,
4,879,936 shares of Common Stock, which includes the sole power to direct the
voting and disposition of the 1,543,973 shares of Common Stock owned by
Atlantis. Ms. Ellin also has shared voting power and shared dispositive power
over 650,000 shares of Common Stock by way of Ms. Ellin's and Mr. Ellin's
relationship. Howard has sole voting power and the sole power to dispose of the
250,000 shares of Common Stock beneficially owned by the Trust as the trustee of
the Trust. Mr. Ellin has sole voting power and the sole power to dispose of the
650,000 shares of Common Stock beneficially owned by the Plan as the trustee of
the Plan. Mr. Ellin also has shared voting power and shared dispositive power
over 4,879,936 shares of Common Stock by way of Mr. Ellin's and Ms. Ellin's
relationship.
(c) During the 60 days preceding the filing of this report, the only
transactions involving Common Stock made by the Filing Persons were as described
above.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings Or Relationships With Respect
To Securities Of The Issuer.
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Ms. Ellin served as the Managing Member of Dylan before its dissolution and
received 3,335,963 shares of Common Stock from Dylan's pro rata distribution of
Common Stock to its members. Ms. Ellin is currently the sole director, officer
and shareholder of Atlantis and, therefore, is the beneficial owner of 1,543,973
shares of Common Stock beneficially owned by Atlantis. Mr. Ellin is the Chairman
of the Board of the Company, the trustee of the Plan, which is the beneficial
owner of 650,000 shares of Common Stock, and the husband of Ms. Ellin. Mr.
Ellin's brother, Howard, is the trustee of the Trust, which is the beneficial
owner of 250,000 shares of Common Stock.
Item 7. Material To Be Filed As Exhibits.
---------------------------------
Not applicable.
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<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
correct and complete.
Dated: December 6, 2000 /s/ Nancy J. Ellin
------------------------------
Nancy J. Ellin
Dylan LLC,
/s/ Nancy J. Ellin
--------------------------------
Nancy J. Ellin
/s/ Robert S. Ellin
--------------------------------
Robert S. Ellin
Atlantis Equities, Inc.,
/s/ Nancy J. Ellin
--------------------------------
Nancy J. Ellin
Robert S. Ellin Family 1997 Trust
/s/ Howard Ellin
--------------------------------
Howard Ellin
Robert S. Ellin Master Defined Plan
/s/ Robert S. Ellin
--------------------------------
Robert S. Ellin
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