SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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. 1)
Uproar Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
916706104
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(CUSIP Number)
David J. Johnson, Jr., Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071
(213) 430-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 14, 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 [ ].
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.
Page 1 of 6 pages
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CUSIP NO. 916706104 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Frederick R. Krueger
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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 OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 5,343,775
SHARES -----------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -----------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
5,343,775
REPORTING -----------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,343,775
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 916706104 13D Page 3 of 6 Pages
This Amendment No. 1 (the "Amendment No. 1") amends,
supplements, and, where indicated, restates the statement
on Schedule 13D relating to the common stock, par value
$0.01 per share, of Uproar Inc., a Delaware corporation,
filed by Frederick R. Krueger with the Securities and Exchange
Commission on October 30, 2000 (the "Initial Schedule 13D").
Capitalized terms used in this Amendment No. 1 but
not otherwise defined herein have the meanings given to
them in the Initial Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended to add the following:
Mr. Krueger is the former Chairman of the Board of
Trafficmarketplace.com, Inc., a Delaware corporation
("Trafficmarketplace"). Effective as of December 14, 2000,
Trafficmarketplace merged with a wholly-owned subsidiary
of the Issuer and became a wholly-owned subsidiary
of the Issuer (the "Trafficmarketplace Merger").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended to add the following:
Mr. Krueger acquired an aggregate of 1,311,386 shares of
the Common Stock as a result of the Trafficmarketplace Merger
in exchange for his prior holdings of shares of the capital
stock of Trafficmarketplace. In connection with the
Trafficmarketplace Merger, each previously outstanding share
of the capital stock of Trafficmarketplace was converted into
and exchanged for 0.17909 shares of the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following:
Mr. Krueger's holdings of shares of the Common Stock as a
result of the Trafficmarketplace Merger represent a continuing
investment position in the operations formerly conducted by
Trafficmarketplace as an independent entity.
Except insofar as the acquisition of Trafficmarketplace
by the Issuer (which gave rise to increased holdings of shares
of the Common Stock by Mr. Krueger) itself represents an
extraordinary corporate transaction for the Issuer, the
transaction does not have as its purpose:
(i) any future extraordinary transactions;
(ii) the sale or transfer of a material amount
of the assets of the Issuer or any of its
subsidiaries;
(iii) any change in the present Board of Directors
or management of the Issuer;
(iv) any material change in the capitalization
or dividend policy of the Issuer;
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CUSIP NO. 916706104 13D Page 4 of 6 Pages
(v) any other material changes in the Issuer's
business or corporate structure;
(vi) any changes in the Issuer's charter,
bylaws or instruments corresponding thereto
or other actions which may impede the
acquisition of control of the Issuer by
any person;
(vii) causing a class of securities of the
Issuer to be delisted from a national securities
exchange, to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered
national securities association, or to become
eligible for termination of registration under
Section 12(g)(4) of the Securities Exchange Act
of 1934; or
(viii) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The first two paragraphs of Item 5 are hereby amended
and restated in their entirety as follows:
Mr. Krueger owns 5,343,775 shares, or 11.5% of the
outstanding Common Stock. The percentage of class is
based upon: (i) the number of shares of the Common Stock
outstanding immediately prior to the Trafficmarketplace
Merger plus (ii) 0.17909 times the number of shares of
Trafficmarketplace capital stock outstanding immediately
prior to the Trafficmarketplace Merger. Mr. Krueger has
the sole power to vote or to direct the vote, and the sole
power to dispose or direct the disposition of, the Common
Stock to which this statement on Schedule 13D relates.
Other than as set forth in this statement on
Schedule 13D, Mr. Krueger has not effected any transactions
in the Common Stock since 60 days prior to the Merger.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to add the following:
Pursuant to the Trafficmarketplace Merger, Mr.
Krueger entered into an Escrow Agreement, a lock-up
agreement and a Registration Rights Agreement with
respect to the Common Stock. The following summary
descriptions of these agreements are qualified in
their entirety by reference to the full text of the
agreements, copies of which are filed herewith as
Exhibits 4, 5 and 6, respectively, and are incorporated
herein by reference.
The Issuer, Trafficmarketplace, Mr. Krueger,
as the representative of former Trafficmarketplace
stockholders, and The Chase Manhattan Bank, as escrow agent
(the "Trafficmarketplace Escrow Agent"), entered into an
Escrow Agreement (the "Trafficmarketplace Escrow Agreement")
on December 14, 2000, pursuant to which 10% of the
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CUSIP NO. 916706104 13D Page 5 of 6 Pages
Common Stock otherwise deliverable to the former
Trafficmarketplace stockholders as a result of the
Trafficmarketplace Merger, including 10% of the shares of
Common Stock received by Mr. Krueger as a result of the
Trafficmarketplace Merger, was withheld and delivered into
escrow with the Trafficmarketplace Escrow Agent (the
"Trafficmarketplace Escrow Shares"). The Trafficmarketplace
Escrow Shares are subject to any claims that the Issuer and the
surviving corporation of the Trafficmarketplace Merger may have
against the former Trafficmarketplace stockholders. As the
representative of the former Trafficmarketplace stockholders
under the Trafficmarketplace Escrow Agreement, Mr. Krueger
has the power, among other things, to give orders and
instructions to the Trafficmarketplace Escrow Agent with
respect to (i) any claims made against the Trafficmarketplace
Escrow Shares and (ii) the pro rata distribution
of any remaining Trafficmarketplace Escrow Shares to the
former Trafficmarketplace stockholders, including Mr. Krueger,
upon termination of the escrow arrangement. This termination,
and any consequent distribution, is expected to occur on or
about December 14, 2001, unless any unresolved claim is pending
on such date.
Mr. Krueger entered into a lock-up agreement with
the Issuer on December 14, 2000, pursuant to which Mr. Krueger
agreed not to effect any disposition of the shares of Common
Stock received by him as a result of the Trafficmarketplace
Merger for a period of 180 days following the effective date
of the Trafficmarketplace Merger.
The Issuer entered into a Registration Rights Agreement
for the benefit of former Trafficmarketplace stockholders,
including Mr. Krueger, on December 14, 2000 (the "Registration
Rights Agreement"). Under the Registration Rights Agreement,
the Issuer agreed that if the Issuer proposes to register any
of its securities under the Securities Act in connection with
the public offering of such securities or for the account of
its stockholders (other than a registration relating solely to
the sale of securities to participants in an Issuer stock
plan, or a registration relating to a corporate reorganization
or other transaction under Rule 145 of the Securities Act),
the Issuer shall use best efforts, subject to certain
exceptions, to register under the Securities Act all of the
registerable shares of Common Stock that each former
Trafficmarketplace stockholder requests to be registered. No
former Trafficmarketplace stockholder may exercise registration
rights after the earlier of (i) December 14, 2002 or (ii) such
time as such person can sell all of such person's registerable
shares of the Common Stock in any three-month period without
registration, in compliance with Rule 144 of the Securities Act.
However, if Mr. Krueger is deemed to be an "affiliate" of the
Issuer, the Registration Rights Agreement will continue in
effect with respect to him for so long as he holds registerable
shares of the Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following:
Exhibit 4 Escrow Agreement, dated as of
December 14, 2000, among the
Issuer, Trafficmarketplace,
Frederick R. Krueger, as the
representative of Trafficmarketplace
stockholders, and The Chase
Manhattan Bank, as escrow agent.
Exhibit 5 Lock-up agreement, dated as of
December 14, 2000, between Frederick
R. Krueger and the Issuer.
Exhibit 6 Registration Rights Agreement, dated
as of December 14, 2000, of the Issuer.
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CUSIP NO. 916706104 13D Page 6 of 6 Pages
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.
Date: January 17, 2001
/s/ FREDERICK R. KRUEGER
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Frederick R. Krueger
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 4 Escrow Agreement, dated as of December 14, 2000,
among the Issuer, Trafficmarketplace, Frederick R.
Krueger, as the representative of Trafficmarketplace
stockholders, and The Chase Manhattan Bank, as
escrow agent.
Exhibit 5 Lock-up agreement, dated as of December 14, 2000,
between Frederick R. Krueger and the Issuer.
Exhibit 6 Registration Rights Agreement, dated as of
December 14, 2000, of the Issuer.
