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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Caldera Corporation
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(Name of Issuer)
Common Stock, $.0025 par value
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(Title Class of Securities)
12877P109
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(CUSIP Number)
David Roff
133 Richmond Street West #401
Toronto, Ontario M5H 2L3
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 28, 1999
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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.
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 1 of 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 12877P109 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
David Roff
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*(See Instructions)
PF - Personal Funds
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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
Canadian Citizen
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7 SOLE VOTING POWER
4,712,000
NUMBER OF ----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 4,376,000
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,712,000
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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)
45.7%
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14 TYPE OF REPORTING PERSON*
IN
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*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 2 of 7 Pages
<PAGE>
Item 1. Securities and Issuer
The class of equity securities to which this statement relates is the
Common Stock, $.0025 par value, of Caldera Corporation ("Company"), a Florida
corporation, whose principal executive offices are located at 133 Richmond
Street West, #401, Toronto, Ontario Canada M5H 2L3.
Item 2. Identity and Background
This statement is filed on behalf of David Roff ("Roff"). Roff
is a Canadian citizen, and the business address of Roff is 133 Richmond Street
West, # 401, Toronto, Ontario, Canada M5H 2L3. Roff is a director and the
treasurer of the Company and of its wholly-owned subsidiary, Level Jump
Financial Group, Inc.
Roff has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years.
Roff has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in any judgment, decree
or final order enjoining it from engaging in future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws during the last five years.
Item 3. Source and Amount of Funds or Other Consideration
Roff acquired 4,293,500 shares of the Common Stock reported upon in
this Schedule 13D as owned by him by exchange of shares in a transaction between
the Company and all the common stockholders of Level Jump Financial Group, Inc.
Roff acquired 336,000 shares of the Common Stock pursuant to option agreements
that are currently exercisable from two stockholders of the Company. Roff
acquired 82,500 shares of the Common Stock pursuant to currently exercisable
employee stock options. If Roff makes future purchases of the Common Stock, he
will use personal funds.
To acquire 526,000 shares of Common Stock, Roff borrowed the sum
$79,194 from Level Jump Financial Group, Inc., a wholly-owned subsidiary of the
Company. The loan is evidenced by an unsecured promissory note, due March 31,
2000, without interest.
Roff may borrow funds in the future to acquire shares of Common Stock,
but he does not have any commitments or arrangements for borrowing funds.
Page 3 of 7 Pages
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Item 4. Purpose of Transactions
Roff acquired 4,293,500 shares of Common Stock pursuant to a Plan and
Agreement of Exchange between the Company and the stockholders of Level Jump
Financial Group, Inc., a Colorado corporation ("Level Jump") in a transaction
where the Company acquired Level Jump as a subsidiary ("Exchange Transaction")
by the purchase of the outstanding Common Stock of LevelJump. Roff has the right
to acquire up to 2,365,000 shares pursuant to the ownership of Exchangeable
Shares of thestockpage.com inc., a wholly-owned Ontario subsidiary of Level
Jump, which will be the subject of a further reorganization transaction to be
undertaken among the Company, Level Jump and thestockpage.com inc. and the
holders of the Exchangeable Shares.
Roff acquired 526,000 shares of Common Stock from a former shareholder
of the Company after the consummation of the Exchange Transaction.
(a) Roff may from time to time, in the ordinary course, purchase or
sell shares of Common Stock, subject to applicable securities laws and reporting
obligations. Roff does not have any agreements to acquire or dispose of any
shares of Common Stock at this time, other than the Option Agreements between
Roff and each of Messrs. Brice Scheschuk and Glen Akselrod.
(b) Roff does not plan to cause any extraordinary corporate transaction
such as a merger, reorganization or liquidation involving the Company. Roff does
intend to cause the Company to acquire assets, operating businesses or other
entities from time to time. One or more of these transactions may result in
changes in the capitalization of the Company. Alternatively, a transaction may
require a corporate merger or reorganization. Currently, Roff does not
contemplate any transaction that must be reported under this subsection.
(c) Roff does not plan to cause the sale or transfer of a material
amount of the assets of the Company.
(d) Roff does not plan to cause any immediate change in the board of
directors or management of the Company other than has occurred pursuant to the
Exchange Transaction. Notwithstanding the foregoing, Roff may act to increase
the number of directors in connection with development of the Company and
acquisitions by the Company.
(e) Roff does not plan to cause any change in the charter, by-laws or
similar instruments of the Company or to take other actions which may impede the
acquisition of control of the Company by any person, except for (i) the creation
of various series of preferred stock to implement the reorganization of Level
Jump and thestockpage in connection with the merger of Level Jump into the
Company and (ii) to update the charter and bylaws which will include various
pre-notification provisions for shareholder nominations and proposals and
limitations on shareholders ability to call special meetings.
The reorganization in part will permit the Exchangeable Shares
to be extinguishable on issuance of up to 5,912,500 shares of Common Stock of
the Company, and issuance of preferred stock of the Company to duplicate voting
Page 4 of 7 Pages
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rights of the preferred stock of Level Jump equal in number shares of Common
Stock issuable to extinguish the Exchangeable Shares. The reorganization will
also cause the 1999 Performance Equity Plan of Level Jump to be assumed by the
Company on a ratio of 1.375 for one for an aggregate of 2,750,000 subject to the
plan, of which 1,375,000 shares are subject to outstanding stock options.
(f) Roff does not plan to cause any class of the securities of the
Company to be delisted from any trading medium or to cause the equity securities
of the Company to be terminated from registration under Section 12(g)(4) of the
Securities Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer
Roff beneficially owns an aggregate of 4,712,000 shares of Common
Stock. This is comprised of (i) 1,928,500 shares issued and outstanding,
(ii)2,365,000 shares issuable in respect of the Exchangeable Shares, once the
reorganization of the Company and Level Jump is completed, (iii) 168,000 shares
subject to a Voting Agreement between Roff and Mr. Brice Scheschuk giving Roff
the right to vote all the shares until October 26, 2004, on all matters before
the stockholders and subject to an Option Agreement giving Roff the right to buy
the shares at $.25 at any time, and from time to time, until October 26, 2004,
(iv) 168,000 shares subject to a Voting Agreement between Roff and Mr. Glen
Akselrod giving Roff the right to vote all the shares until October 26, 2004, on
all matters before the stockholders and subject to an Option Agreement giving
Roff the right to buy the shares at $.25 at any time, and from time to time,
until October 26, 2004, and (v) 82,500 shares of Common Stock subject to an
option issued by Level Jump under the 1999 Performance Equity Poan which wil be
assumed by the Company upon the reorganization of the Comnpany and Level Jump.
Together, Roff has a beneficial ownership of 45.7% of the outstanding shares of
Common Stock.
Item 6. Contracts, Agreements, Understandings or Relationship with
Respect to Securities of Issuer
Roff has agreements with each of Messrs. Brice Scheschuk and Glen
Akselrod regarding the voting and right to acquire up to an aggregate of 336,000
shares of Common Stock, described in Item 5 of this Schedule.
Item 7. Materials to be Filed as Exhibits
(10.1) Voting Agreement between David Roff and Brice
Scheschuk dated October 21, 1999. (Incorporated by
reference from Exhibit 4.3 of Form 8-K filed by
Caldera Corporation for an event date of October 28,
1999.)
Page 5 of 7 Pages
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(10.2) Voting Agreement between David Roff and Glen Akselrod
dated October 21, 1999. (Incorporated by reference
from Exhibit 4.4 of Form 8-K filed by Caldera
Corporation for an event date of October 28, 1999.
(10.3) Option Agreement between David Roff and Brice
Scheschuk dated October 26, 1999 (Incorporated by
reference from Exhibit 4.7 of Form 8-K filed by
Caldera Corporation for an event date of October 28,
1999.)
(10.4) Option Agreement between David Roff and Glen Akselrod
dated October 26, 1999 (Incorporated by reference
from Exhibit 4.8 of Form 8-K filed by Caldera
Corporation for an event date of October 28, 1999.)
(10.5) Note between Level Jump Financial Group, Inc. and
David Roff dated October 28, 1999.
Page 6 of 7 Pages
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SIGNATURES
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.
Dated: November 12, 1999
/s/ David Roff
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David Roff
Page 7 of 7 Pages
PROMISSORY NOTE
Toronto, Ontario
October 28, 1999
USD $79,195
The undersigned promises to pay to the order of Level Jump Financial Group, Inc.
by March 31st, 2000, the sum of SEVENTY NINE THOUSAND ONE HUNDRED AND NINETY
FIVE DOLLARS (USD$79,195.00) of lawful money of the United States.
The undersigned shall have the privilege of prepaying the whole or any part or
parts of the principal sum hereby secured at any time or times without notice or
bonus.
The undersigned hereby waives presentment for payment, protest, notice of
protest and notice of nonpayment of this note.
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David Roff
