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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
ReSourcePhoenix.com
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(Name of Issuer)
Class A Common Stock, $0.001 par value
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(Title of Class of Securities)
76122L 10 6
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1745 (3-98)
Page 1 of 4 pages
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CUSIP No. 76122L 10 6
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gus Constantin
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
NOT APPLICABLE
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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(5) SOLE VOTING POWER
1,890
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NUMBER OF (6) SHARED VOTING POWER
SHARES 7,172,000
BENEFICIALLY --------------------------------------------------
OWNED BY (7) SOLE DISPOSITIVE POWER
EACH 1,890
REPORTING --------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
7,172,000
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,173,890
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) Not applicable. [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
64.0%
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(12) TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 2 of 4 pages
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ITEM 1.
(a) Name of Issuer
ReSourcePhoenix.com
(b) Address of Issuer's Principal Executive Offices
2401 Kerner Boulevard
San Rafael, CA 94901
ITEM 2.
(a) Name of Person Filing
Gus Constantin
(b) Address of Principal Business Office or, if none, Residence
2401 Kerner Boulevard
San Rafael, CA 94901
(c) Citizenship
United States
(d) Title of Class of Securities
Class A Common Stock, $0.001 par value
(e) CUSIP Number
76122L 10 6
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount of beneficially owed: 7,173,890
(b) Percent of class: 64.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote. 1,890
(ii) Shared power to vote or to direct the vote. 7,172,000
(iii) Sole power to dispose or to direct the disposition of. 1,890
(iv) Shared power to dispose or to direct the disposition of.
7,172,000
The shares as to which Mr. Constantin has sole voting and dispositive
power consist of options to purchase Class A Common Stock that are exercisable
within 60 days of December 31, 1999.
The shares as to which Mr. Constantin has shared voting and dispositive
power consist of shares of Class B Common Stock that are held by the Gus and
Mary Constantin 1978 Living Trust, of which Mr. Constantin and his wife are
trustees. The living trust can be amended or revoked at any time at the option
of Mr. Constantin and his wife. Mr. Constantin and his wife, as trustees of the
living trust, are authorized to exercise all rights with respect to the Class B
Common Stock held by the living trust, including the right to vote and dispose
of such shares. Each share of Class B Common Stock is convertible at any time at
the option of the holder into one share of Class A Common Stock and will so
convert automatically upon any transfer of beneficial ownership. The percent of
class figure assumes conversion of all outstanding shares of Class B Common
Stock into shares of Class A Common Stock.
Each share of Class B Common Stock is entitled to five (5) votes per
share. Accordingly, Mr. Constantin shares the power to control 89.3% of the
Company's total voting power.
Page 3 of 4 pages
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.
February 8, 2000
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Date
Gus Constantin
By: /s/ LISA OLSEN/Attorney-in-Fact
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Signature
LISA OLSEN/Attorney-In-Fact
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Name/Title
Page 4 of 4 pages
