SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
iTurf Inc.
(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
46575Q (Common Stock)
(CUSIP Number)
Michael J. Nita
Shanley & Fisher, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979
(973) 285-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 1, 1999
(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: 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 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 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).
(Continued on following pages)
<PAGE>
1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Martin D. Levine
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
- --------------------------------------------------------------------------------
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 (e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER ............... 1,229,922*
SHARES
BENEFICIALLY (8) SHARED VOTING POWER ..................... 0
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER .......... 1,229,922*
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER ................ 0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,229,922*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Includes (i) 166,634 shares of Class A Common Stock directly owned by Mr.
Levine, (ii) 531,644 shares of Class A Common Stock indirectly owned by Mr.
Levine as Trustee of the Lauren E. Levine Grantor Trust, u/t/a/d January 1,
1995, and (iii) 531,644 shares of Class A Common Stock indirectly owned by Mr.
Levine as Trustee of the Jonathan L. Levine Grantor Trust, u/t/a/d January 1,
1995. The shares exclude 50,000 shares of Class A Common Stock subject to
options held directly by Mr. Levine not exercisable within 60 days of the date
hereof.
** Represents 19.2% of the Issuer's outstanding shares of Class A Common Stock.
Each share of Class A Common Stock is entitled to one (1) vote per share. The
Issuer also has 12,500,000 shares of Class B Common Stock outstanding. Each
share of Class B Common Stock is entitled to six (6) votes per share. Martin
Levine does not beneficially own any shares of Class B Common Stock.
<PAGE>
1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Lauren E. Levine Grantor Trust, u/t/a/d January 1, 1995
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
- --------------------------------------------------------------------------------
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 (e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER ........................ 0
SHARES
BENEFICIALLY (8) SHARED VOTING POWER ...................... 0
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER ................... 0
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER ................. 0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,644*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
* Voting and dispositive control is exercised by Martin D. Levine, as Trustee
of the Lauren E. Levine Grantor Trust, u/t/a/d January 1, 1995.
** Represents 8.3% of the Issuer's outstanding shares of Class A Common Stock.
Each share of Class A Common Stock is entitled to one (1) vote per share. The
Issuer also has 12,500,000 shares of Class B Common Stock outstanding. Each
share of Class B Common Stock is entitled to six (6) votes per share. The Lauren
E. Levine Grantor Trust does not beneficially own any shares of Class B Common
Stock.
<PAGE>
1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jonathan L. Levine Grantor Trust, u/t/a/d January 1, 1995
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
- --------------------------------------------------------------------------------
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 (e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER ........................ 0
SHARES
BENEFICIALLY (8) SHARED VOTING POWER ...................... 0
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER ................... 0
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER ................. 0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,644*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
* Voting and dispositive control is exercised by Martin D. Levine, as
Trustee of the Jonathan L. Levine Grantor Trust, u/t/a/d January 1, 1995.
** Represents 8.3% of the Issuer's outstanding shares of Class A Common Stock.
Each share of Class A Common Stock is entitled to one (1) vote per share. The
Issuer also has 12,500,000 shares of Class B Common Stock outstanding. Each
share of Class B Common Stock is entitled to six (6) votes per share. The
Jonathan L. Levine Grantor Trust does not beneficially own any shares of Class B
Common Stock.
<PAGE>
Item 1. Security and Issuer
The securities to which this statement relates are shares of
the Class A common stock, $.01 par value (the "Common Stock") of iTurf Inc., a
Delaware corporation.
The principal executive offices of the Issuer are located at
435 Hudson Street, New York, New York 10014.
Item 2. Identity and Background
Martin D. Levine is currently employed as President of
MarketSource Corporation, a Delaware corporation with principal offices at 10
Abeel Road, Cranbury, New Jersey 08512.
During the last five years, Mr. Levine has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in 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.
Mr. Levine is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
On August 9, 1999, the Issuer and [email protected], INC.
("T@PONLINE"), a New Jersey corporation, entered into an agreement and plan of
merger (the "Agreement and Plan Merger") whereby the Issuer agreed to acquire
all issued and outstanding shares of T@PONLINE in a tax-free exchange (the
"Merger"). In exchange for the shares of T@PONLINE beneficially owned by Mr.
Levine and certain trusts, Mr. Levine received 1,229,922 shares of Class A
common stock, par value $.01 per share of Issuer; including (i) 166,634 shares
of Class A Common Stock owned directly by Mr. Levine, (ii) 531,644 shares of
Class A Common Stock owned indirectly by Mr. Levine as the Trustee of the Lauren
E. Levine Grantor Trustee, u/t/a/d January 1, 1995, and (iii) 531,644 shares of
Class A Common Stock owned indirectly by Mr. Levine as the Trustee of the
Jonathan L. Levine Grantor Trust, u/t/a/d January 1, 1995. The Merger, as
contemplated by the Agreement and Plan of Merger, occurred on September 1, 1999.
Item 4. Purpose of Transaction
The acquisition of the shares occurred in connection with the
transfer of all issued and outstanding shares of Common Stock of T@PONLINE to
the Issuer as described in the Agreement and Plan of Merger.
Item 5. Interest in Securities of the Issuer
(a) Mr. Levine is the beneficial owner of 1,229,922 shares of
Class A Common Stock, which represents approximately 19.2% of the outstanding
Class A Common Stock of the Issuer. The shares of Class A Common Stock
beneficially owned by Mr. Levine include (i) 166,634 shares owned directly by
Mr. Levine (2.6%), (ii) 531,644 shares owned indirectly by Mr. Levine as the
Trustee of the Lauren E. Levine Grantor Trustee, u/t/a/d January 1, 1995 (8.3%),
and (iii) 531,644 shares owned indirectly by Mr. Levine as the Trustee of the
Jonathan L. Levine Grantor Trust, u/t/a/d January 1, 1995 (8.3%). Each share of
Class A Common Stock is entitled to one (1) vote per share. The Issuer also has
12,500,000 shares of Class B Common Stock outstanding. Each share of Class B
Common Stock is entitled to six (6) votes per share. Neither
<PAGE>
Mr. Levine, nor the trusts, beneficially own any shares of Class B Common Stock.
The shares exclude 50,000 shares of Class A Common Stock subject to options
granted to Mr. Levine in connection with the Merger not exercisable within 60
days of the date hereof.
(b) Number of shares of Common Stock as to which Martin D.
Levine has:
(i) Sole power to vote or direct the vote: 1,229,922
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition: 1,229,992
(iv) Shared power to dispose or to direct the
disposition: 0
(c) None
(d) Each trust referred to in Item 5(a) above, with
respect to the shares owned directly by it, have the
right to receive dividends from or the proceeds of
the sale of the securities.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of The Issuer
In accordance with Section 4.12 of the Agreement and Plan of
Merger, Mr. Levine is prohibited from transferring any shares of Class A Common
Stock owned by him or by the trusts referred to in Item 3 above for the
following periods: (i) 100% of the shares may not be transferred prior to two
trading days after the public release of the Issuer's results of operations for
the quarter ending October 31, 1999, (ii) 50% of the shares may not be
transferred until April 30, 2000, and (iii) 25% of the shares may not be
transferred until September 1, 2000.
Item 7. Material to be Filed as Exhibits
1. Agreement and Plan of Merger dated as of August 9, 1999 by
and among the Issuer, iTurf Acquisition Corporation, T@PONLINE, MarketSource
Corporation, and the shareholders of T@PONLINE (incorporated herein by reference
to Exhibit 10.17 of the Issuer's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1999, filed on September 1, 1999).
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: September 13, 1999
/s/ Martin D. Levine
-----------------------------
Martin D. Levine
<PAGE>
/s/ Martin D. Levine
-----------------------------------------------------
Martin D. Levine, as Trustee of the Lauren E.
Levine Grantor Trust, u/t/a/d January 1, 1995
/s/ Martin D. Levine
------------------------------------------------------
Martin D. Levine, as Trustee of the Jonathan L.
Levine Grantor Trust, u/t/a/d January 1, 1995
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 his purpose which
is already on file with the Commission may be incorporated by reference. The
name of any title of each person who signed this 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).
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