UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Envision Development Corporation
---------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
------------------------------
(Title of Class of Securities)
29410N 10 2
-----------------------------
(CUSIP Number)
James Weinstock
Chief Executive Officer
ZERO.NET, Inc.
650 Mission Street
San Francisco, CA 94105
(415) 369-3969
------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 13, 2000
-----------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g)
check the following box /_/.
Note: Schedules filed in paper format shall include a signed original and
five copies are to be sent. See Section 240.13d-7 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.
<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 2 of 11 PAGES
<PAGE>
SCHEDULE 13D
CUSIP No. 294010N 10 2 Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
ZERO.NET, Inc. 94-3327594
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
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
Delaware
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
3,224,567; 35.9%
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
3,224,567; 35.9%
10
SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,224,567
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
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>
Item 1. Security and Issuer
This Statement on Schedule 13D (the "Statement") relates to the
Common Stock, $0.01 par value ("Shares"), of Envision Development
Corporation, a Florida corporation ("Envision"). Envision's principal
executive offices is located at 11701 NW 101st Road, Miami, FL 33178.
Item 2. Identity and Background
The name and principal business and office address of the person
filing this Statement is ZERO.NET, Inc. (formerly known as ZeroDotNet, Inc.),
a Delaware corporation ("ZERO.NET"), 650 Mission Street, San Francisco,
California 94105. ZERO.NET is an Internet operating company primarily
engaged in the development and implementation of a next-generation corporate
portal. Its strategy involves the development and operation of Internet
companies in which it has strategic equity positions.
During the last five years, ZERO.NET has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, ZERO.NET has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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.
Information concerning the directors and executive officers of
ZERO.NET is set forth on Appendix 1 to this Statement.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to three Contribution Commitment Agreements, dated January
20, 2000, (the "Contribution Agreements") between ZERO.NET and Alta Limited
("Alta"), ZERO.NET and Dominion Income Management Corp. ("Dominion Corp.")
and ZERO.NET and Dominion Income Management Corp. Profit Sharing Plan
("Dominion Plan"), ZERO.NET acquired 1,745,567 Shares from Alta for
16,538,586 shares of ZERO.NET Preferred A Stock, 679,000 Shares from Dominion
Corp. for 4,258,136 shares of ZERO.NET Preferred A Stock and 800,000 Shares
from Dominion Plan for 6,271,186 shares of ZERO.NET Preferred A Stock,
respectively. Securities of ZERO.NET were issued pro rata to Alta, Dominion
Corp. and Dominion Plan according to their respective pecuniary interests in
the Shares, and transfer of the Shares was completed on April 13, 2000. No
funds were used for the transaction. The transaction was a formation
capitalization transaction to provide the initial capitalization for ZERO.NET.
The only material assets of ZERO.NET after the transaction were the securities
acquired from Alta, Dominion Corp. and Dominion Plan, who received the pro rata
securities of ZERO.NET in exchange for the Shares, and were in the same
pecuniary position before and after the transaction.
<PAGE>
Item 4. Purpose of Transaction
ZERO.NET acquired the Shares to provide for the initial
capitalization of ZERO.NET.
Except as provided in this Statement, or in any amendment hereto,
and except as already provided for by the Contribution Agreements, ZERO.NET
does not currently have any plans or proposals which relate to or would
result in (a) an acquisition by any person of additional securities of
Envision or the disposition of securities of Envision, (b) an extraordinary
corporate transaction involving Envision or any of its subsidiaries, (c) a
sale or transfer of a material amount of assets of Envision or any of its
subsidiaries, (d) any change in the present board or directors or management
of Envision, (e) any material change in the present capitalization or
dividend policy of Envision, (f) any other material change in Envision's
business or corporate structure, (g) changes in Envision's charter, bylaws or
corresponding instruments or other actions that may impede the acquisition or
control of Envision by any person, (h) causing a class of securities of
Envision 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 Envision
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act, or (j) any action similar to the foregoing.
Item 5. Interest in Securities of the Issuer
ZERO.NET owns an aggregate of 3,224,567 Shares, which represents
approximately 35.9% of the outstanding Shares. ZERO.NET has the sole power
to vote or to dispose of the Shares.
Except as disclosed on this Statement, there was no other
transaction in the Shares that was effected during the past 60 days or since
the most recent filing of Schedule 13D. 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 Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
On April 20, 2000, Garrick Hileman, a former member of the Board of
Directors (the "Board") of Envision, resigned, and James Weinstock, the Chief
Executive Officer and a member of the Board of ZERO.NET, was elected by the
Envision's Board for the balance of Garrick Hileman's unexpired term. Sunny
Vanderbeck and Dean Willard were elected by Envision's Board as members since
January, 2000. Dean Willard has been a member of the Board of ZERO.NET since
its inception. Sunny Vanderbeck has been a member of the Board of ZERO.NET
since January, 2000.
<PAGE>
Item 7.
Exhibit 1 Contribution Commitment Agreement, dated January 20, 2000, between
ZERO.NET, Inc. and Alta Limited
Exhibit 2 Contribution Commitment Agreement, dated January 20, 2000, between
ZERO.NET, Inc. and Dominion Income Management Corp.
Exhibit 3 Contribution Commitment Agreement, dated January 20, 2000, between
ZERO.NET, Inc. and Dominion Income Management Corp. Profit Sharing
Plan
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.
Date: April 24, 2000
ZERO.NET, INC.
By: /s/ James Weinstock
---------------------
Name: James Weinstock
Title: Chief Executive Officer
<PAGE>
APPENDIX 1
NAME, PRINCIPAL OCCUPATION AND BUSINESS ADDRESS OF EACH DIRECTOR OF ZERO.NET
Sunny Vanderbeck, Chairman and Chief Executive Officer, Data Return
Corporation; Millennium Center, 222 West Las Colinas Boulevard, Suite 450 E,
Irving, Texas 75039
Davis Weinstock, Chairman and Managing Partner, Clark and Weinstock, Inc.; 52
Vanderbilt Avenue, New York, New York 10017-3705
James Weinstock, Chief Executive Officer, ZERO.NET, Inc.; 650 Mission Street,
San Francisco, California 94105
Dean M. Willard, Chairman of the Board and Chief Executive Officer,
Automotive Performance Group; 7341 Anaconda Avenue, Garden Grove, California
91801
John Wren, Chief Executive Officer and President, Omnicom Group, Inc.; 437
Madison Avenue, New York, New York 10022
<PAGE>
NAME, PRINCIPAL OCCUPATION AND BUSINESS ADDRESS OF EACH EXECUTIVE OFFICER OF
ZERO.NET
The business address of each executive officer of ZERO.NET is 650 Mission
Street, San Francisco, California 94105.
James B. Weinstock, Chief Executive Officer
Douglas Moore, President and Chief Operating Officer
Cindy Seremek, Vice President and Chief Financial Officer
All of the foregoing officers and directors of ZERO.NET are U.S. citizens.
During the last five years, none of the foregoing officers and directors of
ZERO.NET has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years, none of
the foregoing officers and directors of ZERO.NET has been a party to a civil
proceeding of judicial or administrative body of competent jurisdiction and
as a result of such proceeding 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.
<PAGE>
Exhibit 1
CONTRIBUTION COMMITMENT AGREEMENT
THIS AGREEMENT, by and between ZeroDotNet, Inc. ("ZERO.NET") and Alta Ltd.
("Alta") witnesses as follows:
Recitals
WHEREAS ZERO.NET is engaged in an initial capitalization transaction
whereby it is to exchange its shares on the effective date for a portion of
the shares of Envision Development Corp. ("EDV") (the "Contribution
Transaction"); And
WHEREAS after the Contribution Transaction the shares of EDV received
are to constitute all the material assets of ZERO.NET; And
WHEREAS the Contribution Transaction is to be structured such that
each initial contributing party shall receive a pro rata portion of the
shares of ZERO.NET such that a contributing party, although no longer direct
owner of EDV, shall have the same pecuniary interest in the shares of EDV
after the Contribution Transaction as prior to the Contribution Transaction;
And
WHEREAS, Alta (the "Contributing Party") desires to exchange an
interest it owns in EDV (the "Contributed Shares") as a part of the
Contribution Transaction in exchange for an interest in ZERO.NET, which shall
leave the Contributing Party's pecuniary position in EDV the same both before
and after the exchange so that as to the Contributing Party there is no
change in pecuniary position immediately before or after the transaction on
the effective date;
WHEREAS, the parties desire to memorialize this exchange as provided
herein, it is now therefore agreed as follows:
Agreement
1. Contributions. The Contributing Party agrees to commit to contribute
as part of the Contribution Transaction 1,745,567 shares of EDV to
ZERO.NET in exchange for which ZERO.NET agrees to accept any margin
debt relating to these shares and to issue to Contributing Party
16,538,586 shares of ZERO.NET Preferred A Stock, which as of the
effective date shall not change the Contributing Party's pecuniary
interest in EDV. This contribution is subject to approval by the
Board of Directors of EDV that they shall approve transfer of voting
rights to ZERO.NET on these shares, pursuant to Florida law relative
to EDV.
<PAGE>
2. Contributing Party's Representations and Warranties. The
Contributing Party represents and warrants as follows:
2.1 It is the legal owner of the Contributed Shares and has the
right and authority to transfer the same to ZERO.NET in
exchange for an interest in ZERO.NET, so that the
Contributing Party's pecuniary interest in EDV immediately
after the transfer is equivalent to its pecuniary interest
in EDV immediately before the transfer.
2.2 It has made or shall make and carry out all arrangements to,
and at its expense, shall obtain any and all corporate,
contractual, state, federal and any other legal authority
necessary to transfer the Contributed Shares to ZERO.NET.
2.3 It either has executed and delivered or shall execute and
deliver all assignments, requests and documents, and
otherwise take all other action necessary to transfer the
Contributed Shares to ZERO.NET on the books of EDV.
3. ZERO.NET's Agreement to Comply With All Applicable Laws and
Restrictions. ZERO.NET covenants that
3.1 It qualifies as and is an "accredited investor" as that term
is described in Rule 501 of Regulation D.
3.2 ZERO.NET further covenants and agrees that it shall adhere
to any and all covenants and restrictions in connection with
the Contributed Shares, and that it shall hold the
Contributed Shares as required under Rule 144.
3.3 The shares ZERO.NET shall issue in exchange for EDV
constitute, as to Contributing Party, an equivalent pecuniary
interest with respect to EDV as Contributing Party had prior
to the contribution.
4. Effective Date. The Effective Date of this transaction is January
20, 2000.
DATED THIS 20th day of January, 2000
ZERODOTNET, Inc.
ALTA LTD.
By /s/ Ann L. Evans
----------------
Ann L. Evans, Secretary
By /s/ Diane Stanley
-----------------
Diane Stanley, Director
<PAGE>
Exhibit 2
CONTRIBUTION COMMITMENT AGREEMENT
THIS AGREEMENT, by and between ZeroDotNet, Inc. ("ZERO.NET") and Dominion
Income Management Corp. ("Dominion") witnesses as follows:
Recitals
WHEREAS ZERO.NET is engaged in an initial capitalization transaction
whereby it is to exchange its shares on the effective date for a portion of
the shares of Envision Development Corp. ("EDV") (the "Contribution
Transaction"); And
WHEREAS after the Contribution Transaction the shares of EDV received
are to constitute all the material assets of ZERO.NET; And
WHEREAS the Contribution Transaction is to be structured such that
each initial contributing party shall receive a pro rata portion of the
shares of ZERO.NET such that a contributing party, although no longer direct
owner of EDV, shall have the same pecuniary interest in the shares of EDV
after the Contribution Transaction as prior to the Contribution Transaction;
And
WHEREAS, Dominion (the "Contributing Party") desires to exchange an
interest it owns in EDV (the "Contributed Shares") as a part of the
Contribution Transaction in exchange for an interest in ZERO.NET, which shall
leave the Contributing Party's pecuniary position in EDV the same both before
and after the exchange so that as to the Contributing Party there is no
change in pecuniary position immediately before or after the transaction on
the effective date;
WHEREAS, the parties desire to memorialize this exchange as provided
herein, it is now therefore agreed as follows:
Agreement
1. Contributions. The Contributing Party agrees to commit to contribute as
part of the Contribution Transaction 679,000 shares of EDV to ZERO.NET in
exchange for which ZERO.NET agrees to accept any margin debt relating to
these shares and to issue to Contributing Party 4,258,136 shares of
ZERO.NET Preferred A Stock, which as of the effective date shall not
change the Contributing Party's pecuniary interest in EDV. This
contribution is subject to approval by the Board of Directors of EDV that
they shall approve transfer of voting rights to ZERO.NET on these shares,
pursuant to Florida law relative to EDV.
<PAGE>
2. Contributing Party's Representations and Warranties. The Contributing
Party represents and warrants as follows:
2.1 It is the legal owner of the Contributed Shares and has the right
and authority to transfer the same to ZERO.NET in exchange for an
interest in ZERO.NET, so that the Contributing Party's pecuniary
interest in EDV immediately after the transfer is equivalent to
its pecuniary interest in EDV immediately before the transfer.
2.2 It has made or shall make and carry out all arrangements to, and
at its expense, shall obtain any and all corporate, contractual,
state, federal and any other legal authority necessary to
transfer the Contributed Shares to ZERO.NET.
2.3 It either has executed and delivered or shall execute and deliver
all assignments, requests and documents, and otherwise take all
other action necessary to transfer the Contributed Shares to
ZERO.NET on the books of EDV.
3. ZERO.NET's Agreement to Comply With All Applicable Laws and Restrictions.
ZERO.NET covenants that
3.1 It qualifies as and is an "accredited investor" as that term is
described in Rule 501 of Regulation D.
3.2 ZERO.NET further covenants and agrees that it shall adhere to any
and all covenants and restrictions in connection with the
Contributed Shares, and that it shall hold the Contributed Shares
as required under Rule 144.
3.3 The shares ZERO.NET shall issue in exchange for EDV constitute,
as to Contributing Party, an equivalent pecuniary interest with
respect to EDV as Contributing Party had prior to the
contribution.
4. Effective Date. The Effective Date of this transaction is January 20,
2000.
DATED THIS 20th day of January, 2000
ZERODOTNET, Inc.
DOMINION INCOME MANAGEMENT
CORP.
By /s/ Ann L. Evans
--------------------
Ann L. Evans, Secretary
By /s/ Andrew L. Evans
----------------------
Andrew L. Evans, CEO
<PAGE>
Exhibit 3
CONTRIBUTION COMMITMENT AGREEMENT
THIS AGREEMENT, by and between ZeroDotNet, Inc. ("ZERO.NET") and Dominion
Income Management Corp. Profit Sharing Plan ("Profit Sharing") witnesses as
follows:
Recitals
WHEREAS ZERO.NET is engaged in an initial capitalization transaction
whereby it is to exchange its shares on the effective date for a portion of
the shares of Envision Development Corp. ("EDV") (the "Contribution
Transaction"); And
WHEREAS after the Contribution Transaction the shares of EDV received
are to constitute all the material assets of ZERO.NET; And
WHEREAS the Contribution Transaction is to be structured such that
each initial contributing party shall receive a pro rata portion of the
shares of ZERO.NET such that a contributing party, although no longer direct
owner of EDV, shall have the same pecuniary interest in the shares of EDV
after the Contribution Transaction as prior to the Contribution Transaction;
And
WHEREAS, Profit Sharing (the "Contributing Party") desires to
exchange an interest it owns in EDV (the "Contributed Shares") as a part of
the Contribution Transaction in exchange for an interest in ZERO.NET, which
shall leave the Contributing Party's pecuniary position in EDV the same both
before and after the exchange so that as to the Contributing Party there is
no change in pecuniary position immediately before or after the transaction
on the effective date;
WHEREAS, the parties desire to memorialize this exchange as provided
herein, it is now therefore agreed as follows:
Agreement
1. Contributions. The Contributing Party agrees to commit to contribute as
part of the Contribution Transaction 800,000 shares of EDV to ZERO.NET in
exchange for which ZERO.NET agrees to accept any margin debt relating to
these shares and to issue to Contributing Party 6,271,186 shares of
ZERO.NET Preferred A Stock, which as of the effective date shall not
change the Contributing Party's pecuniary interest in EDV. This
contribution is subject to approval by the Board of Directors of EDV that
they shall approve transfer of voting rights to ZERO.NET on these shares,
pursuant to Florida law relative to EDV.
<PAGE>
2. Contributing Party's Representations and Warranties. The Contributing
Party represents and warrants as follows:
2.1 It is the legal owner of the Contributed Shares and has the right
and authority to transfer the same to ZERO.NET in exchange for an
interest in ZERO.NET, so that the Contributing Party's pecuniary
interest in EDV immediately after the transfer is equivalent to
its pecuniary interest in EDV immediately before the transfer.
2.2 It has made or shall make and carry out all arrangements to, and
at its expense, shall obtain any and all corporate, contractual,
state, federal and any other legal authority necessary to
transfer the Contributed Shares to ZERO.NET.
2.3 It either has executed and delivered or shall execute and deliver
all assignments, requests and documents, and otherwise take all
other action necessary to transfer the Contributed Shares to
ZERO.NET on the books of EDV.
3. ZERO.NET's Agreement to Comply With All Applicable Laws and Restrictions.
ZERO.NET covenants that
3.1 It qualifies as and is an "accredited investor" as that term is
described in Rule 501 of Regulation D.
3.2 ZERO.NET further covenants and agrees that it shall adhere to any
and all covenants and restrictions in connection with the
Contributed Shares, and that it shall hold the Contributed Shares
as required under Rule 144.
3.3 The shares ZERO.NET shall issue in exchange for EDV constitute,
as to Contributing Party, an equivalent pecuniary interest with
respect to EDV as Contributing Party had prior to the
contribution.
4. Effective Date. The Effective Date of this transaction is January 20,
2000.
DATED THIS 20th day of January, 2000
ZERODOTNET, Inc.
DOMINION INCOME MANAGEMENT
CORP. PROFIT SHARING PLAN
By /s/ Ann L. Evans
---------------------
Ann L. Evans, Secretary
By /s/ Andrew L. Evans
---------------------
Andrew L. Evans, CEO
