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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)
Under the Securities Exchange Act of 1934
WATTAGE MONITOR INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
94274R1023
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(CUSIP Number)
Gerald R. Alderson
President
745 California Avenue
Reno, Nevada 89509
(775) 327-6000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 8, 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.
[Continued on the following page]
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SCHEDULE 13D
CUSIP No. 94274R1023 Page 2 of 5 Pages
NAME OF REPORTING PERSON Stephen D. Klein
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
BENEFICIALLY 1,303,920 shares
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
SOLE DISPOSITIVE POWER
9
1,303,920 shares
SHARED DISPOSITIVE POWER
10
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,303,920 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
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SCHEDULE 13D
SCHEDULE 13D
CUSIP No. 94274R1023 Page 3 of 5 Pages
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 94274R1023 Page 4 of 5 Pages
Item 1. Security and Issuer.
The title of the class of equity securities to which this
Statement relates is Common Stock, $.01 par value (the "Company Common Stock"),
of Wattage Monitor Inc., a Nevada corporation (the "Company"), which has its
principal executive offices at 1100 Kietzke Lane, Reno, Nevada 89502.
Item 2. Identity and Background.
Stephen D. Klein (the "Reporting Person") is the Chairman of
the Board of the Company, which provides electric rate and service information.
Mr. Klein's principal employment is as a Managing Partner and Director of Media
and Interactive Services for Kirshenbaum Bond & Partners ("Kirshenbaum"), a New
York corporation and advertising agency. Mr. Klein's principal office address at
Kirshenbaum is located at 145 6th Avenue, New York, New York 10013. During the
last five years, Mr. Klein has not been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), and has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which 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. Mr. Klein is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 below.
Item 4. Purpose of Transaction.
On February 26, 1999, WattMonitor LLC, a Delaware limited
liability company ("WMLLC"), merged (the "Merger") with and into Wattage Monitor
Inc., (the "Company"), pursuant to an Agreement and Plan of Merger, dated as of
February 26, 1999 (the "Merger Agreement"). The Company provides electric rate
and service information primarily to commercial and residential consumers.
Following the Merger, the business of the Company is the business conducted by
WMLLC prior to the Merger.
Pursuant to the terms of the Merger Agreement, all
outstanding units (the "Units") of membership interests of WMLLC were converted
into 7,550,450 shares of common stock, par value $.01 per share, of the Company.
The shares issued to the former holders of Units represent approximately 72% of
the Company following the Merger. The 960,000 Units of WMLLC held by Mr. Klein
were converted into 1,270,587 shares of Company Common Stock.
In conjunction with the Merger, all outstanding WMLLC
contingent membership interests were canceled and replaced with options to
purchase an aggregate of 874,500 shares of Company Common Stock at an exercise
price of $1.00 per share. In addition, the Company issued four (4) warrants to
the former holders of warrants of WMLLC, representing rights to acquire an
aggregate of 450,000 shares of the Company Common Stock at a
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SCHEDULE 13D
CUSIP No. 94274R1023 Page 5 of 5 Pages
purchase price of $1.50 per share. The warrant to purchase 33,333 Units of WMLLC
held by Mr. Klein were converted into a warrant to purchase 33,333 shares of
Company Common Stock.
Upon the consummation of the Merger, the number of members of
the Board of Directors of the Company was increased from 3 to 5. These 5 members
shall serve in such capacities until the next annual meeting of the stockholders
of the Company or until their earlier resignation or removal.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Mr. Klein is the record owner of 1,270,587 shares of
Company Common Stock and a warrant to purchase 33,333 shares of Company Common
Stock, representing approximately 10.6% of the outstanding Class. Mr. Klein has
sole power to vote these shares and sole power to direct the disposition of
these shares.
(c) No transaction in the issued and outstanding shares of the Company
by the Reporting Person has been effected during the past 60 days.
(d) The Reporting Person is not aware of any other person who has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Company Common Stock set forth above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as otherwise noted, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the person named in
Item 2 and any other person with respect to any securities of the Company,
including but not limited to transfer or 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. Merger Agreement, dated as of February 26, 1999.
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.
October 20, 1999 \s\ Stephen D. Klein
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STEPHEN D. KLEIN
