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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)
ZDG Holdings Inc.
23 Sandfield Road
Toronto, Ontario M3B 2B5
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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 9 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 12877P109 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
ZDG Holdings Inc.
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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)
WC - Working Capital
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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
Province of Ontario
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7 SOLE VOTING POWER
6,155,250
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,651,250
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,155,250
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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)
53.9%
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14 TYPE OF REPORTING PERSON*
CO
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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>
SCHEDULE 13D
CUSIP No. 12877P109 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Robert G. Landau
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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
904,323
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7,059,573
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 904,323
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,059,573
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,059,573
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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)
61.2%
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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>
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 ZDG Holdings Inc., an Ontario
corporation ("ZDG"). ZDG's business address is 23 Sandfield Road, Toronto,
Ontario, Canada, M3B 2B5. ZDG is a private investment company.
This statement is also filed on behalf of Robert G. Landau ("Landau").
ZDG and Landau are collectively referred to as the "Reporting Persons."
Landau is a Canadian citizen, and the business address of Landau is 133
Richmond Street West, # 401, Toronto, Ontario, Canada M5H 2L3. Landau is the
sole director and president of ZDG. Landau is a director and the president of
the Company and of its wholly-owned subsidiary, Level Jump Financial Group, Inc.
None of the Reporting Persons has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
None of the Reporting Persons has 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.
Page 4 of 9 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
ZDG acquired 6,155,250 shares of the Common Stock reported upon in this
Schedule 13D as owned by it by exchange of shares in a transaction between the
Company and all the common stockholders of Level Jump Financial Group, Inc. ZDG
acquired 504,000 shares of the Common Stock pursuant to currently exerciseable
options with two of the stockholders of the Company. Landau used personal funds
to acquire the outstanding Common Stock reported upon in this Schedule 13D as
owned by him and 123,750 shares are beneficially owned by Landau pursuant to an
employee option. Each of these persons, if they make future purchases of the
Common Stock, will use their corporate or personal funds, as the case may be.
To acquire 780,573 shares of Common Stock, Landau borrowed the sum
$117,522 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.
The Reporting Persons may borrow funds in the future to acquire shares
of Common Stock, but they do not have any commitments or arrangements for
borrowing funds.
Item 4. Purpose of Transactions
ZDG acquired 2,103,750 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. ZDG has the right
to acquire up to 3,547,500 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.
Landau acquired 780,573 shares of Common Stock from former shareholders
of the Company after the consummation of the Exchange Transaction.
(a) The Reporting Persons may from time to time, in the ordinary
course, purchase or sell any of their shares of Common Stock, subject to
applicable securities laws and reporting obligations. The Reporting Persons do
not have any agreements to acquire or dispose of any shares of Common Stock at
this time, other than the Option Agreements between ZDG and each of Messrs.
Brice Scheschuk and Glen Akselrod.
(b) The Reporting Persons do not plan to cause any extraordinary
corporate transaction such as a merger, reorganization or liquidation involving
the Company. The Reporting Persons do 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.
Page 5 of 9 Pages
<PAGE>
Alternatively, a transaction may require a corporate merger or reorganization.
Currently, the Reporting Persons do not contemplate any transaction that must be
reported under this subsection.
(c) The Reporting Persons do not plan to cause the sale or transfer of
a material amount of the assets of the Company.
(d) The Reporting Persons do 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, the
Reporting Persons may act to increase the number of directors in connection with
development of the Company and acquisitions by the Company.
(e) The Reporting Persons do 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
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) The Reporting Persons do 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
ZDG beneficially owns an aggregate of 6,155,250 shares of Common Stock.
This is comprised of (i) 2,103,750 shares issued and outstanding received in the
Exchange Transaction, (ii) 3,547,500 shares issuable in respect of the
Exchangeable Shares, once the reorganization of the Company and Level Jump is
completed, (iii) 252,000 shares subject to a Voting Agreement between ZDG and
Mr. Brice Scheschuk giving ZDG the right to vote all the shares until October
26, 2004, on all matters before the stockholders and subject to an Option
Agreement giving ZDG the right to buy the shares at $.25 at any time, and from
time to time, until October 26, 2004, and (iv) 252,000 shares subject to a
Voting Agreement between ZDG and Mr. Glen Akselrod giving ZDG the right to vote
all the shares until October 26, 2004, on all matters before the stockholders
and subject to an Option Agreement giving ZDG the right to buy the shares at
$.25 at any time, and from time to time, until October 26, 2004.
Page 6 of 9 Pages
<PAGE>
Landau beneficially owns all the shares of ZDG as a consequence of his
being the sole director and president of ZDG. Mr. Landau also beneficially owns
an aggregate of 904,323 shares of Common Stock, represented by (i) 780,573
shares issued and outstanding and (ii) 123,750 shares subject to an option
issued by Level Jump under the 1999 Performance Equity Plan which will be
assumed by the Company upon the reorganization of the Company and Level Jump.
Together the Reporting Persons have the beneficial ownership of an
aggregate of 7,059,573 shares of Common Stock representing a beneficial
ownership of 61.2% of the outstanding shares of Common Stock.
Item 6. Contracts, Agreements, Understandings or Relationship with
Respect to Securities of Issuer
There are no agreements, contracts or arrangements among the Reporting
Persons with respect to the Common Stock. There are, however, agreements between
ZDG and each of Messrs. Brice Scheschuk and Glen Akselrod regarding the voting
and right to acquire up to an aggregate of 504,000 shares of Common Stock,
described in Item 5 of this Schedule.
Item 7. Materials to be Filed as Exhibits
(10.1) Joint Filing Agreement dated November 3, 1999 between ZDG
Holdings Inc. and Robert G. Landau.
(10.2) Voting Agreement between ZDG Holdings Inc. and Brice Scheschuk
dated October 21, 1999. (Incorporated by reference from Exhibit
4.1 of Form 8-K filed by Caldera Corporation for an event date
of October 28, 1999.)
(10.3) Voting Agreement between ZDG Holdings Inc. and Glen Akselrod
dated October 21, 1999. (Incorporated by reference from Exhibit
4.2 of Form 8-K filed by Caldera Corporation for an event date
of October 28, 1999.
(10.4) Option Agreement between ZDG Holdings Inc. and Brice Scheschuk
dated October 26, 1999 (Incorporated by reference from Exhibit
4.5 of Form 8-K filed by Caldera Corporation for an event date
of October 28, 1999.)
(10.5) Option Agreement between ZDG Holdings Inc. and Glen Akselrod
dated October 26, 1999 (Incorporated by reference from Exhibit
4.6 of Form 8-K filed by Caldera Corporation for an event date
of October 28, 1999.)
(10.6) Note between Level Jump Financial Group, Inc. and Robert Landau
dated October 28, 1999.
Page 7 of 9 Pages
<PAGE>
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
ZDG Holdings Inc.
/s/ Robert G. Landau
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By: Robert G. Landau, Authorized Signatory
/s/ Robert G. Landau
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Robert G. Landau, Authorized Signatory
Page 8 of 9 Pages
EXHIBIT 10.1
Joint Filing Agreement
Agreement dated as of November 3, 1999, between ZDG Holdings Inc. and
Robert G. Landau (collectively, the "Parties").
Each of the Parties hereto represents to the other Parties that it is
eligible to use Schedule 13D ("Schedule 13D") to report its beneficial interest
in shares of common stock, $.0025 par value per share, of Caldera Corporation
owned of record by ZDG Holdings Inc. and Robert Landau and it will file the
Schedule 13D on behalf of itself.
Each of the Parties agrees to be responsible for the timely filing of
the Schedule 13D and any and all amendments thereto and for the completeness and
accuracy of the information concerning itself contained in the Schedule 13D, and
the other Parties to the extent it knows or has reason to believe that any
information about the other Parties is inaccurate.
ZDG Holdings Inc.
/s/ Robert G. Landau
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By: Robert G. Landau, Authorized Signatory
/s/ Robert G. Landau
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Robert G. Landau
EXHIBIT 10.6
PROMISSORY NOTE
Toronto, Ontario
October 28, 1999
USD $117,522
The undersigned promises to pay to the order of Level Jump Financial Group, Inc.
by March 31st, 2000, the sum of ONE HUNDRED AND SEVENTEEN THOUSAND FIVE HUNDRED
AND TWENTY TWO DOLLARS (USD$117,522.00) 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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Robert Landau
