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SEC 1472 Potential persons who are to respond to the collection of information
(7-97) contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
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==============================
OMB APPROVAL
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OMB Number: 3235-0104
==============================
Expires: December 31, 2001
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Estimated average burden
hours per response. . . 0.5
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
The Commission is authorized to solicit the information required by this Form
pursuant to Sections 16(a) and 23(a) of the Securities Exchange Act of 1934,
Sections 17(a) and 20(a) of the Public Utility Holding Company Act of 1935, and
Sections 30(f) and 38 of the Investment Company Act of 1940, and the rules and
regulations thereunder.
Disclosure of information specified on this form is mandatory, except for
disclosure of the I.R.S. identification number of the reporting person if such
person is an entity, which is voluntary. If such numbers are furnished, they
will assist the Commission in distinguishing reporting persons with similar
names and will facilitate the prompt processing of the form. The information
will be used for the primary purpose of disclosing the holdings of directors,
officers, and beneficial owners of registered companies. Information disclosed
will be a matter of public record and available for inspection by members of the
public. The Commission can use it in investigations or litigation involving the
federal securities laws or other civil, criminal, or regulatory statutes or
provisions, as well as for referral to other governmental authorities and
self-regulatory organizations. Failure to disclose required information may
result in civil or criminal action against persons involved for violations of
the federal securities laws and rules.
GENERAL INSTRUCTIONS
1. Who Must File
(a) This Form must be filed by the following persons ("reporting person"):
(i) any director or officer of an issuer with a class of equity
securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934 ("Exchange Act"); (Note: Title is not
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determinative for purposes of determining "officer" status. See
Rule 16a-1(f) for the definition of "officer");
(ii) any beneficial owner of greater than 10% of a class of equity
securities registered under Section 12 of the Exchange Act, as
determined by voting or investment control over the securities
pursuant to Rule 16a-1(a)(l) ("ten percent holder");
(iii) any officer or director of a registered holding company pursuant
to Section 17 of the Public Utility Holding Company Act of 1935;
(iv) any officer, director, member of an advisory board, investment
adviser, affiliated person of an investment adviser or
beneficial owner of more than 10% of any class of outstanding
securities (other than short-term paper) of a registered
closed-end investment company, under Section 30(f) of the
Investment Company Act of 1940; and
(v) any trust, trustee, beneficiary or settlor required to report
pursuant to Rule 16a-8.
(b) If a reporting person is not an officer, director, or ten percent
holder, the person should check "other" in Item 5 (Relationship of
Reporting Person to Issuer) and describe the reason for reporting
status in the space provided.
(c) If a person described above does not beneficially own any securities
required to be reported (See Rule 16a-1 and Instruction 5), the person
is required to file this Form and state that no securities are
beneficially owned.
2. When Form Must be Filed
(a) This Form must be filed within 10 days after the event by which the
person becomes a reporting person (i.e., officer, director, ten
percent holder or other person). This Form and any amendment is deemed
filed with the Commission or the Exchange on the date it is received
by the Commission or the Exchange, respectively. See, however, Rule
16a-3(h) regarding delivery to a third party business that guarantees
delivery of the filing no later than the specified due date.
(b) A reporting person of an issuer that is registering securities for the
first time under Section 12 of the Exchange Act must file this Form no
later than the effective date of the registration statement.
(c) A separate Form shall be filed to reflect beneficial ownership of
securities of each issuer, except that a single statement shall be
filed with respect to the securities of a registered public utility
holding company and all of its subsidiary companies.
3. Where Form Must be Filed
(a) File three copies of this Form or any amendment, at least one of which
is manually signed, with the Securities and Exchange Commission, 450
5th Street, N.W., Washington, D.C. 20549. (Note: Acknowledgment of
receipt by the Commission may be obtained by enclosing a
self-addressed stamped postcard identifying the Form or amendment
filed.) Alternatively, this Form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to ss.232.101(b)(4) of this chapter.
(b) At the time this Form or any amendment is filed with the Commission,
file one copy with each Exchange on which any class of securities of
the issuer is registered. If the issuer has designated a single
Exchange to receive Section 16 filings, the copy shall be filed with
that Exchange only.
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(c) Any person required to file this Form or amendment shall, not later
than the time the Form or amendment is transmitted for filing with the
Commission, send or deliver a copy to the person designated by the
issuer to receive the copy or, if no person is so designated, the
issuer's corporate secretary (or person performing similar functions)
in accordance with Rule 16a-3(e).
4. Class of Securities Reported
(a) (i) Persons reporting pursuant to Section 16(a) of the Exchange
Act shall include information as to their beneficial ownership
of any class of equity securities of the issuer, even though one
or more of such classes may not be registered pursuant to
Section 12 of the Act.
(ii) Persons reporting pursuant to Section 17(a) of the Public
Utility Holding Company Act of 1935 shall include information as
to their beneficial ownership of any class of securities (equity
or debt) of the registered holding company and all of its
subsidiary companies and specify the name of the parent or
subsidiary issuing the securities.
(iii) Persons reporting pursuant to Section 30(f) of the Investment
Company Act of 1940 shall include information as to their
beneficial ownership of any class of securities (equity or debt)
of the registered closed-end investment company (other than
"short-term paper" as defined in Section 2(a)(38) of the
Investment Company Act).
(b) The title of the security should clearly identify the class, even if
the issuer has only one class of securities outstanding; for example,
"Common Stock," "Class A Common Stock," "Class B Convertible Preferred
Stock," etc.
(c) The amount of securities beneficially owned should state the face
amount of debt securities (U.S. Dollars) or the number of equity
securities, whichever is appropriate.
5. Holdings Required to be Reported
(a) General Requirements. Report holdings of each class of securities of
the issuer beneficially owned as of the date of the event requiring
the filing of this Form. See Instruction 4 as to securities required
to be reported.
(b) Beneficial Ownership Reported (Pecuniary Interest).
(i) Although for purposes of determining status as a ten percent
holder, a person is deemed to beneficially own securities over
which that person has voting or investment control (see Rule
16a-1(a)(1)), for reporting purposes, a person is deemed to be
the beneficial owner of securities if that person has or shares
the opportunity, directly or indirectly, to profit or share in
any profit derived from a transaction in the securities
("pecuniary interest"). See Rule 16a-1(a)(2). See also Rule
16a-8 for the application of the beneficial ownership definition
to trust holdings and transactions.
(ii) Both direct and indirect beneficial ownership of securities
shall be reported. Securities beneficially owned directly are
those held in the reporting person's name or in the name of a
bank, broker or nominee for the account of the reporting person.
In addition, securities held as joint tenants, tenants in
common, tenants by the entirety, or as community property are to
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be reported as held directly. If a person has a pecuniary
interest, by reason of any contract, understanding or
relationship (including a family relationship or arrangement) in
securities held in the name of another person, that person is an
indirect beneficial owner of those securities. See Rule
16a-1(a)(2)(ii) for certain indirect beneficial ownerships.
(iii) Report securities beneficially owned directly on a separate line
from those beneficially owned indirectly. Report different forms
of indirect ownership on separate lines. The nature of indirect
ownership shall be stated as specifically as possible; for
example, "By Self as Trustee for X," "By Spouse," "By X Trust,"
"By Y Corporation," etc.
(iv) In stating the amount of securities owned indirectly through a
partnership, corporation, trust, or other entity, report the
number of securities representing the reporting person's
proportionate interest in securities beneficially owned by that
entity. Alternatively, at the option of the reporting person,
the entire amount of the entity's interest may be reported. See
Rule 16a-1(a)(2)(ii)(B) and Rule 16a-1(a)(2)(iii).
(v) Where more than one person beneficially owns the same equity
securities, such owners may file Form 3 individually or jointly.
Joint and group filings may be made by any designated beneficial
owner. Holdings of securities owned separately by any joint or
group filer are permitted to be included in the joint filing.
Indicate only the name and address of the designated filer in
Item 1 of Form 3 and attach a listing of the names and IRS or
social security numbers (or addresses in lieu thereof) of each
other reporting person. Joint and group filings must include all
required information for each beneficial owner, and such filings
must be signed by each beneficial owner, or on behalf of such
owner by an authorized person. If the space provided for
signatures is insufficient, attach a signature page. Submit any
attached listing of names or signatures on another Form 3, copy
of Form 3 or separate page of 8 1/2 by 11 inch white paper,
indicate the number of pages comprising the report (Form plus
attachments) at the bottom of each report page (e.g., 1 of 3, 2
of 3, 3 of 3), and include the name of the designated filer and
information required by Items 2 and 4 of the Form on the
attachment.
(c) Non-Derivative and Derivative Securities.
(i) Report non-derivative securities beneficially owned in Table I
and derivative securities (e.g., puts, calls, options, warrants,
convertible securities, or other rights or obligations to buy or
sell securities) beneficially owned in Table II. Derivative
securities beneficially owned that are both equity securities
and convertible or exchangeable for other equity securities
(e.g., convertible preferred securities) should be reported only
on Table II.
(ii) The title of a derivative security and the title of the equity
security underlying the derivative security should be shown
separately in the appropriate columns in Table II. The "puts"
and "calls" reported in Table II include, in addition to
separate puts and calls, any combination of the two, such as
spreads and straddles. In reporting an option in Table II, state
whether it represents a right to buy, a right to sell, an
obligation to buy, or an obligation to sell the equity
securities subject to the option.
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(iii) Describe in the appropriate columns in Table II characteristics
of derivative securities, including title, exercise or
conversion price, date exercisable, expiration date, and the
title and amount of securities underlying the derivative
security.
(iv) Securities constituting components of a unit shall be reported
separately on the applicable table (e.g., if a unit has a
non-derivative security component and a derivative security
component, the non-derivative security component shall be
reported in Table I and the derivative security component shall
be reported in Table II). The relationship between individual
securities comprising the unit shall be indicated in the space
provided for explanation of responses.
6. Additional Information
If the space provided in the line items of this Form or space provided for
additional comments is insufficient, attach another Form 3, copy of Form 3
or separate page of 8 1/2 by 11 inch white paper to Form 3, completed as
appropriate to include the additional comments. Each attached page must
include information required in Items 1, 2 and 4 of the Form. The number of
pages comprising the report (Form plus attachments) shall be indicated at
the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3). If
additional information is not reported in this manner, it will be assumed
that no additional information was provided.
7. Signature
(a) If the Form is filed for an individual, it shall be signed by that
person or specifically on behalf of the individual by a person
authorized to sign for the individual. If signed on behalf of the
individual by another person, the authority of such person to sign the
Form shall be confirmed to the Commission in writing in an attachment
to the Form or as soon as practicable in an amendment by the
individual for whom the Form is filed, unless such a confirmation
still in effect is on file with the Commission. The confirming
statement need only indicate that the reporting person authorizes and
designates the named person or persons to file the Form on the
reporting person's behalf, and state the duration of the
authorization.
(b) If the Form is filed for a corporation, partnership, trust, or other
entity, the capacity in which the individual signed shall be set forth
(e.g., John Smith, Secretary, on behalf of X Corporation).
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--------------------------------------------------------------------------------
SEC 1473 Potential persons who are to respond to the collection of information
(7-97) contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
--------------------------------------------------------------------------------
OMB APPROVAL
OMB Number: 3235-0104
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 3 Washington, DC 20549 Expires: October 31, 2001
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF Estimated average burden
SECURITIES hours per response...0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940
<TABLE>
<S> <C> <C> <C>
(Print or Type Responses)
|=====================|=====================|============================================|
|1. | 2. | 4. |
|Name and Address of | Date of Event | Issuer Name and Tickler or Trading |
|Reporting Person* | Requiring Statement | Symbol |
| | (Month/Day/Year) | |
| | | Central Capital Venture Corporation |
| | | |
| | | Trading Symbol: CTCV |
| | May 10, 2000 | |
|=====================|=====================| |
|(Last)(First)(Middle)| | |
| | | |
| Kekich, David A. | | |
|=====================|=====================|=====================================|======|====================|
| (Street) | 3. | 5. | 6. |
| | I.R.S.Identification| Relationship of Reporting Person(s) | If Amendment, Date of |
| 1533 Via Leon | Number of Reporting | to Issuer | Original (Month/Day/Year) |
| | Person, if an entity| (Check all applicable) | |
| | (voluntary) | | |
| | | | |
| | | --- Director | |
| | | | |
| | | X 10% Owner | |
| | | | |
| | | | |
| | | | |
| | | X Officer (give title below) | |
| | | | |
| | | --- Other (specify below) | |
| | | | |
| | | | |
| | | --------------------------- | |
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C>
|=====================|=====================|=====================================|===========================|
|(City)(State) (Zip) | | |7. |
| | | |Individual or |
|Palos Verdes Estates | | |Joint/Group Filing |
| CA 90274 | | |(Check Applicable Line) |
| | | |--- |
| | | |Form filed by One |
| | | |Reporting Person |
| | | | |
| | | | |
| | | |X |
| | | |Form filed by More than |
| | | |One Reporting Person |
| | | | |
| | | | |
| | | | |
|=====================|=====================|=====================================|===========================|
| Table I -- Non-Derivative Securities Beneficially Owned |
|=====================|=====================|=====================================|===========================|
|1. |2. |3. |4. |
|Title of Security |Amount of Securities |Ownership Form: Direct (D) or |Nature of Indirect |
|(Instr. 4) |Beneficially Owned |Indirect (I) |Beneficial Ownership |
| |(Instr. 4) |(Instr. 5) |(Instr. 5) |
| | | | |
|=====================|=====================|=====================================|===========================|
|Common Stock |4,000 | D | |
|=====================|=====================|=====================================|===========================|
|Common Stock |218,671 | I |Red Tree International,LLC |
|=====================|=====================|=====================================|===========================|
|Common Stock |80,000 | I |Lions Holding Company |
|=====================|=====================|=====================================|===========================|
|Common Stock |9,916 | I |The Arkad Group, LLC |
|=====================|=====================|=====================================|===========================|
| | | | |
|=====================|=====================|=====================================|===========================|
| | | | |
|=====================|=====================|=====================================|===========================|
| | | | |
|=====================|=====================|=====================================|===========================|
| | | | |
|=====================|=====================|=====================================|===========================|
| | | | |
|=====================|=====================|=====================================|===========================|
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
===============================================================================================================
| Table II -- Derivative Securities Beneficially Owned (e.g., puts, |
| calls, warrants, options, convertible securities) |
|==========|================|========================|=========|==================|===========================|
|1. |2. |3. |4. |5. |6. |
|Title of |Date Exer- |Title and Amount of |Conver- |Owner- |Nature of Indirect |
|Derivative|cisable and |Securities Underlying |sion or |ship |Beneficial Ownership |
|Security |Expiration |Derivative Security |Exercise |Form of |(Instr. 5) |
|(Instr. 4)|Date |(Instr. 4) |Price of |Deriv- | |
| |(Month/Day/Year)| |Deri- |ative | |
| | | |vative |Securities: | |
| | | |Security |Direct | |
| | | | |(D) or | |
| | | | |Indirect | |
| | | | |(I) | |
| | | | |(Instr. 5) | |
|==========|=======|========|===============|========| | | |
| |Date |Expira- | Title |Amont | | | |
| |Exer- |tion | |or | | | |
| |cisable|Date | |Number | | | |
| | | | |of | | | |
| | | | |Shares | | | |
|==========|=======|========|===============|========|=========|==================|===========================|
|Class A |June 1,|June 1, |Common Stock |4,000 |$5.00 per|D | |
|Warrant | 2000 |2001 | | |share | | |
|==========|=======|========|===============|========|=========|==================|===========================|
|Class B |June 1,|June 1, |Class B Warrant|4,000 |TBD by |D | |
|Warrant |2000 |2002, | | |June 1, | | |
| | |unless | | |2001 | | |
| | |extended| | | | | |
|==========|=======|========|===============|========|=========|==================|===========================|
|Class A |June 1,|June 1, |Common Stock |218,671 |$5.00 per|I |Red Tree International, LLC|
|Warrant |2000 |2001 | | |share | | |
|==========|=======|========|===============|========|=========|==================|===========================|
|Class B |June 1,|June 1, |Class B Warrant|218,671 |TBD by |I | |
|Warrant |2000 |2002, | | |June 1, | | |
| | |unless | | |2001 | | |
| | |extended| | | | | |
|==========|=======|========|===============|========|=========|==================|===========================|
|Class A |June 1,|June 1, |Common Stock |80,000 |$5.00 per|I |Lions Holding Company |
|Warrant | 2000 |2001 | | |share | | |
|==========|=======|========|===============|========|=========|==================|===========================|
|Class B |June 1,|June 1, |Common Stock |80,000 |$5.00 per|I | |
|Warrant |2000 |2002, | | |share | | |
| | |unless | | | | | |
| | |extended| | | | | |
|==========|=======|========|===============|========|=========|==================|===========================|
|Class A |June 1,|June 1, |Common Stock |9,916 |$5.00 per|I |The Arkad Group, LLC |
|Warrant |2000 |2001 | | |share | | |
|==========|=======|========|===============|========|=========|==================|===========================|
|Class B |June 1,|June 1, |Class B Warrant|9,916 |TBD by |I | |
|Warrant |2000 |2002, | | |June 1, | | |
| | |unless | | |2001 | | |
| | |extended| | | | | |
|==========|=======|========|===============|========|=========|==================|===========================|
</TABLE>
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Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
Explanation of Responses: Please note that upon the exercise of the Class A
Warrant set forth above, the holder is entitled to receive for each Class A
Warrant, one (1) share of common stock at the price indicated above and one (1)
Class B Warrant entitling the holder to purchase one (1) share of common stock
at a price established by the company's board of directors within one year after
June 1, 2000.
/s/David A. Kekich June 1, 2000
------------------ ------------
**Signature of Reporting Person Date
* If the form is filed by more than one reporting person, see
Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
9
