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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)
(Amendment No. ____)
booktech.com, inc.
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(Name of Issuer)
Common Stock, Par Value $.00042 per share
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(Title of Class of Securities)
098583 10 7
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(CUSIP Number)
Ted Bernhardt, 42 Cummings Park, Woburn, Massachusetts 01801 (781) 933-5400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 31, 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(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 pages]
PAGE 1 OF 8
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SCHEDULE 13D
CUSIP NO. 098583 10 7 PAGE 2 OF 8
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NAME OF REPORTING PERSONS - Morris A. Shepard
1
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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SOLE VOTING POWER
7
NUMBER OF 0 (See Item 5)
SHARES -----------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 2,639,762 (See Item 5)
REPORTING -----------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
9
0 (See Item 5)
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,639,762 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,639,762 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* / /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.2%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 098583 10 7 PAGE 3 OF 8
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NAME OF REPORTING PERSONS - Ruth Anne Shepard
1
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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SOLE VOTING POWER
7
NUMBER OF 0 (See Item 5)
SHARES -----------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 1,899,425 (See Item 5)
REPORTING -----------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
9
0 (See Item 5)
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SHARED DISPOSITIVE POWER
10
1,899,425 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,899,425 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* / /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.2%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 098583 10 7 PAGE 4 OF 8
Item 1. Security and Issuer.
The title of the class of equity securities to which this Statement
relates is common stock, par value $.00042 per share (the "Company Common
Stock") of booktech.com, inc., a Nevada corporation (the "Company"), which has
its principal executive offices at 42 Cummings Park, Woburn, Massachusetts
01801.
Item 2. Identity and Background.
This statement is a joint filing on behalf of Morris A. Shepard and
Ruth Anne Shepard (the "Reporting Persons"). The Reporting Persons are making
this filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
and, as such, each of the Reporting Persons may be deemed to have beneficial
ownership of the Company Common Stock owned by each of the other Reporting
Persons.
Information with respect to each of the Reporting Persons is set
forth below. Each of the Reporting Persons is responsible for the completeness
and accuracy of the information concerning such Reporting Person and no
Reporting Person is responsible for the completeness or accuracy of the
information concerning any of the other Reporting Persons.
Mr. Shepard is principally employed as the President and Chief
Executive Officer of the Company. Ms. Shepard is principally employed as the
Chief Product Development Officer of the Operating Company (as defined in Item
4). The business address for both individuals is 42 Cummings Park, Woburn,
Massachusetts 01801.
During the last five years, neither Mr. Shepard nor Ms. Shepard
have been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), nor have they been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he or she 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. and Ms. Shepard are each citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 below.
Item 4. Purpose of Transaction.
On March 31, 2000, EG Acquisitions Corporation, a Nevada
corporation and wholly-owned subsidiary of the Company, merged (the "Merger")
with and into booktech.com, inc., a Massachusetts corporation (the "Operating
Company"), pursuant to an Agreement and Plan of Merger dated as of March 31,
2000 (the "Merger Agreement"). Following the Merger, the business of the Company
is the business conducted by the Operating Company prior to the Merger. The
Operating Company is a company principally engaged in the business of producing
digital on demand educational content. The Operating Company provides services
which allow educators to create and facilitate delivery of superior hard text
and digitally customized text books called `coursepacks' totally online.
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CUSIP NO. 098583 10 7 PAGE 5 OF 8
Pursuant to the terms of the Merger Agreement, the Company issued
7,520,690 shares of authorized but unissued Company Common Stock and 1,100,000
shares of its Series B Preferred Stock to the former holders of common stock of
the Operating Company. The shares issued to the former stockholders of the
Operating Company carry approximately 57.1% of the voting rights in the Company
following the Merger. In connection with the Merger, the Company also acquired
all the assets of Virtuosity Press LLC, a Delaware limited liability company
("Virtuosity"). The members of Virtuosity were issued 1,379,310 shares of
Company Common Stock.
In addition, all outstanding options and warrants to purchase
common stock of the Operating Company were converted into options and warrants
to purchase Company Common Stock. The sole outstanding option to purchase an
aggregate of 1,000 shares of common stock of the Operating Company was converted
into a option to purchase an aggregate of 344,828 shares of the Company Common
Stock at an exercise price of $0.29 per share.
Debt totaling $3,216,171 owed by the Operating Company to certain
debtholders was converted into 2,135,301 shares of Series A Preferred Stock of
the Company.
Also in connection with the Merger, Morris A. Shepard, Sherry
Turkle and Barry Romeril, designees of the former stockholders of the Operating
Company, were elected to the Board of Directors of the Company.
Mr. and Ms. Shepard received Company Common Stock as a result of
the conversion of the shares of common stock that they held in the Operating
Company (pursuant to the Merger).
Item 5. Interest in Securities of the Issuer.
(a) and (b) Mr. Shepard is the record owner jointly with Ms.
Shepard of 1,899,425 shares of Company Common Stock and Mr. Shepard is a
beneficial owner of an additional 740,337 shares of Company Common Stock
representing an aggregate of approximately 14.2% of the outstanding Company
Common Stock. Those shares of Common Stock are held by his two children Heather
Shepard and Aaron Shepard. Mr. Shepard has power to vote and to direct the
disposition of these additional shares.
(c) No transactions in the issued and outstanding shares of the
Company by any of the Reporting Persons have been effected during the past 60
days.
(d) None of the Reporting Persons are 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 in Item 5, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
persons 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
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CUSIP NO. 098583 10 7 PAGE 6 OF 8
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 March 31, 2000.
Exhibit B. Joint Filing Agreement between the Reporting Persons.
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SCHEDULE 13D
CUSIP NO. 098583 10 7 PAGE 7 OF 8
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.
May 8, 2000 /s/ Morris A. Shepard
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MORRIS A. SHEPARD
May 8, 2000 /s/ Ruth Anne Shepard
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RUTH ANNE SHEPARD
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SCHEDULE 13D
CUSIP NO. 098583 10 7 PAGE 8 OF 8
Exhibit B
Rule 13d-1(f) AGREEMENT
The undersigned (together, the "Reporting Persons"), on this 8th day of
May, 2000, do hereby agree and consent to the joint filing of this Schedule 13D
on behalf of each of the Reporting Persons, in connection with their beneficial
ownership of the common stock, par value $.00042 per share, of booktech.com,
inc. This Agreement may be executed in one or more counterparts, all of which,
when taken together, will be deemed to constitute one and the same Agreement.
May 8, 2000 /s/ Morris A. Shepard
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MORRIS A. SHEPARD
May 8, 2000 /s/ Ruth Anne Shepard
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RUTH ANNE SHEPARD
