SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
eNote.com, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
29355N 10 9
(CUSIP Number)
John R. Varsames
185 Allen Brook Lane
P.O. Box 1138
Williston, VT 05495-1138
(802) 288-9000
with a copy to:
Thomas E. Molner, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, NY 10022
(212) 715-9100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 5, 1999
(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:
| |
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>
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CUSIP No. 29355N 10 9 13D Page 2 of 7 Pages
- ------------------------------ ---------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John R. Varsames
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) | |
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (see Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
| |
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 7,350,000 (see Item 5)
OWNED BY --------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,080,000 (see Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,350,000 (see Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
| |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.1%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Based on 10,049,481 shares outstanding of Common Stock at June 30, 1999.
<PAGE>
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CUSIP No. 29355N 10 9 13D Page 3 of 7 Pages
- ------------------------------ ----------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heidi A. Varsames
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) | |
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (see Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
| |
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None (see Item 5)
OWNED BY ------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,080,000 (see Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,080,000 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
| |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.5%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Based on 10,049,481 shares outstanding of Common Stock at June 30, 1999.
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
(a) This Statement on Schedule 13D (the "Statement") relates to the
Common Stock, $.01 par value (the "Common Stock") of eNote.com, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 185 Allen Brook Lane, P.O. Box 1138, Williston, Vermont 05495-1138.
Item 2. Identity and Background.
(a) This statement is filed on behalf of John R. Varsames ("Mr. Varsames")
and Heidi A. Varsames ("Mrs. Varsames" and together with Mr. Varsames,
the "Reporting Persons").
(b) The business address of the Reporting Persons is c/o John R. Varsames,
185 Allen Brook Lane, P.O. Box 1138, Williston, Vermont 05495-1138.
(c) Mr. Varsames is the President and Chief Executive Officer of the
Issuer. Mrs. Varsames is a real estate broker at Lang Associates, with
residential and commercial real estate brokerage as its principal
business and offices at 550 Hiensberg Road, South Burlington, Vermont
05403.
(d) The Reporting Persons have not, during the five years prior to the
date hereof, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) The Reporting Persons have not, during the five years prior to the
date hereof, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which
they were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation
with respect to such laws.
(f) The Reporting Persons are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On April 5, 1999, the Issuer acquired all of the stock of
Navis Technologies, Ltd. ("Navis") in a transaction whereby the stockholders of
Navis exchanged all of their Navis stock with the Issuer for 8,000,000 shares of
Common Stock (the "Navis Transaction"). As the holder of 93.28% of the then
outstanding Navis stock, the Reporting Persons received 7,100,000 shares of
Common Stock in the Navis Transaction.
Page 4 of 7 Pages
<PAGE>
Item 4. Purpose of Transaction.
Pursuant to a Reorganization Agreement, dated April 5, 1999,
(the "Navis Agreement"), between and among the Issuer, Navis and the
stockholders of Navis, promptly after compliance with Section 14(f) of the
Securities Exchange Act of 1934, as amended, the Issuer's Board of Directors
shall have a meeting at which all of the then-directors shall elect as members
of the Issuer's Board of Directors (the "Board") such individuals as the former
stockholders of Navis shall designate to the Issuer in writing (the "Navis
Designation Right") and shall then resign. It is anticipated that as a result of
the Navis Designation Right, Mr. Varsames shall be appointed a director of the
Issuer. The Navis Designation Right is expressly subject to the provisions of a
Purchase and Sale Agreement, dated April 6, 1999 (the "Friedlander Agreement"),
between the Issuer and Friedlander International Limited ("Friedlander"), which
provides that: (A) until the sooner of (i) the fifth anniversary of the date of
the Friedlander Agreement and (ii) such time as Friedlander is the beneficial
owner of less than 10% of the issued and outstanding voting securities of the
Issuer, Friedlander shall be entitled to appoint two members of the Board; and
(B) the Issuer shall promptly take such action as may be required to amend its
By-laws to provide that, for so long as Friedlander has a right to appoint two
members of the Board, the total number of members constituting the entire Board
shall not exceed seven.
Except as indicated in this Schedule 13D, the Reporting
Persons currently have no plans or proposals that relate to, or would result in,
any of the matters described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. The Reporting Persons may from time to time acquire, or dispose
of, Common Stock and/or other securities of the Issuer if and when they deem it
appropriate. The Reporting Persons may formulate other purposes, plans or
proposals relating to any of such securities of the Issuer to the extent deemed
advisable in light of market conditions, investment policies and other factors.
Item 5. Interest in Securities of Issuer.
(a) The Reporting Persons are husband and wife, and share
beneficial ownership of 7,080,000 shares of the Issuer
reported herein. Mr. Varsames may be deemed beneficially to
own 7,350,000 shares or 73.1%* of the Common Stock. Mrs.
Varsames may be deemed beneficially to own 7,080,000 shares
or 70.5%* of the Common Stock.
(b) Mr. Varsames has the sole power to vote or to direct the
vote of the shares reported herein as beneficially owned by
Mr. Varsames pursuant to the proxies, which are attached
hereto as Exhibit B, of James D. Richards III ("Mr.
Richards"), Mrs. Varsames and Mr. and Mrs. Varsames'
daughters, Kristen Varsames and Lori A. Varsames ("Kristen
and Lori Varsames"), granting him such power. Of the shares
reported herein as beneficially owned by Mr. Varsames, Mr.
Varsames shares the power to dispose or direct the
disposition of 7,080,000 shares of Common Stock with Mrs.
Varsames. Mr.
----------------
* Based on 10,049,481 shares outstanding of common stock at June 30, 1999.
Page 5 of 7 Pages
<PAGE>
Varsames does not have the power to dispose or direct the
disposition of the 250,000 shares of Common Stock held of
record by Mr. Richards or the 20,000 shares of Common Stock
held of record by Kristen and Lori Varsames.
(c) Other than the Navis Transaction, the Reporting Persons have
not engaged in any transactions in the Common Stock of the
Issuer in the past 60 days.
(d)&(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Mr. Varsames has the sole power to vote or to direct the vote
of the shares reported herein as beneficially owned by Mr. Varsames pursuant to
the proxies, which are attached hereto as Exhibit B, of Mr. Richards, Mrs.
Varsames and Kristen and Lori Varsames, granting him such power. Mr. Richards'
proxy expires upon the occurrence of certain events defined therein, and, in any
event, upon the expiration of one year from April 13, 1999.
7,100,000 shares of the Common Stock reported herein as
beneficially owned by the Reporting Persons were transferred to the Reporting
Persons in the Navis Transaction pursuant to the Navis Agreement (see Items 3
and 4). The Navis Agreement and the Friedlander Agreement provide the Reporting
Persons, as former stockholders of Navis, with the right to have certain
designees elected to the Board of Directors of the Issuer (see Item 4).
Except as indicated in this Schedule 13D and the exhibits
hereto, there is no contract, arrangement, understanding or relationship between
the Reporting Persons and any other person, with respect to any securities of
the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A(1): Agreement of Joint Filing of Schedule 13D dated as of
September 9, 1999.
Exhibit B(1): Proxies of Heidi A. Varsames, Kristen Varsames and Lori
A. Varsames, each dated as of April 5, 1999, and the
Proxy of James D. Richard III, dated April 13, 1999.
Exhibit C(2): Reorganization Agreement, dated April 5, 1999, between
and among the Issuer, Navis and the stockholders of
Navis.
Exhibit D(2): Purchase and Sale Agreement, dated April 6, 1999,
between the Issuer and Friedlander.
- -----------------------------
(1) Exhibits A and B are filed herewith.
(2) Exhibits C and D were previously filed with, and are incorporated
herein by reference to, the Company's Current Report on Form 8-K filed
April 20, 1999.
Page 6 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: September 9, 1999
Williston, VT /s/ John R. Varsames
-----------------------------------
JOHN R. VARSAMES
HEIDI A. VARSAMES
/s/ John R. Varsames
-----------------------------------
By: John R. Varsames
Authorized signatory(pursuant to the
proxy of Heidi A. Varsames
attached hereto as Exhibit B)
Page 7 of 7 Pages
<PAGE>
EXHIBIT A
AGREEMENT OF
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree jointly to prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of eNote.com, Inc.
and hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned.
Dated: September 9, 1999
Williston, VT /s/ John R. Varsames
--------------------
JOHN R. VARSAMES
HEIDI A. VARSAMES
/s/ John R. Varsames
-----------------------------------
By: John R. Varsames
Authorized signatory (pursuant to the
proxy of Heidi A. Varsames
attached hereto as Exhibit B)
<PAGE>
Exhibit B
PROXY
The undersigned, Heidi A. Varsames, being the joint holder of
7,080,000 shares of common stock, $.01 par value, of eNote.com, Inc., a Delaware
corporation (the "Company") (together with any shares of the Company which the
undersigned may acquire subsequent to the date hereof, the "Shares"), held
jointly with John R. Varsames, does hereby irrevocably constitute and appoint
John R. Varsames her true and lawful attorney, agent and proxy, to vote any or
all of the Shares on her behalf and in her name, place and stead, as her proxy
and representative, including without limitation to vote the Shares in any
election of directors of the Company and on any proposal submitted to
shareholders of the Company which may result in the merger, consolidation,
liquidation, reorganization or sale of all or substantially all of the assets of
the Company, and otherwise to exercise all voting rights and to enter into
agreements, on her behalf, with respect to the Shares in the same manner and to
the same extent as if he were the sole and absolute owner thereof in his own
right; and full power and authority are hereby conferred upon John R. Varsames
to do all such things within the power of a shareholder as may be incident to
the foregoing, including without limitation to attend meetings of the
shareholders of the Company or any continuations or adjournments thereof on the
undersigned's behalf, with full power of substitution and revocation and with
all the powers she would possess if personally present thereat, or to consent in
writing on the undersigned's behalf to any action of the shareholders of the
Company, or to file, on her behalf, any reports, forms or other such documents
regarding the Shares required under the Securities Exchange Act of 1934, as
amended.
This proxy is irrevocable, is coupled with an interest in the stock
itself and an interest in the Company generally, and given for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged.
Any proxy or proxies heretofore given by the undersigned to any
person or persons with respect to the foregoing matters are hereby revoked. This
Proxy shall remain in full force and effect until terminated by an instrument in
writing signed by the undersigned or her heirs, legal representatives,
successors or assigns, as the case may be.
Dated as of April 5, 1999
---------------------------
\s\ Heidi A. Varsames
<PAGE>
Exhibit B
PROXY
The undersigned, Kristen Varsames, being the holder of 10,000 shares
of common stock, $.01 par value, of eNote.com, Inc., a Delaware corporation (the
"Company") (together with any shares of the Company which the undersigned may
acquire subsequent to the date hereof, the "Shares"), does hereby irrevocably
constitute and appoint John R. Varsames her true and lawful attorney, agent and
proxy, to vote any or all of the Shares on her behalf and in her name, place and
stead, as her proxy and representative, including without limitation to vote the
Shares in any election of directors of the Company and on any proposal submitted
to shareholders of the Company which may result in the merger, consolidation,
liquidation, reorganization or sale of all or substantially all of the assets of
the Company, and otherwise to exercise all voting rights and to enter into
agreements, on her behalf, with respect to the Shares in the same manner and to
the same extent as if he were the sole and absolute owner thereof in his own
right; and full power and authority are hereby conferred upon John R. Varsames
to do all such things within the power of a shareholder as may be incident to
the foregoing, including without limitation to attend meetings of the
shareholders of the Company or any continuations or adjournments thereof on the
undersigned's behalf, with full power of substitution and revocation and with
all the powers she would possess if personally present thereat, or to consent in
writing on the undersigned's behalf to any action of the shareholders of the
Company, or to file, on her behalf, any reports, forms or other such documents
regarding the Shares required under the Securities Exchange Act of 1934, as
amended.
This proxy is irrevocable, is coupled with an interest in the stock
itself and an interest in the Company generally, and given for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged.
Any proxy or proxies heretofore given by the undersigned to any
person or persons with respect to the foregoing matters are hereby revoked. This
Proxy shall remain in full force and effect until terminated by an instrument in
writing signed by the undersigned or her heirs, legal representatives,
successors or assigns, as the case may be.
Dated as of April 5, 1999
---------------------------
\s\ Kristen Varsames
<PAGE>
Exhibit B
PROXY
The undersigned, Lori A. Varsames, being the holder of 10,000 shares
of common stock, $.01 par value, of eNote.com, Inc., a Delaware corporation (the
"Company") (together with any shares of the Company which the undersigned may
acquire subsequent to the date hereof, the "Shares"), does hereby irrevocably
constitute and appoint John R. Varsames her true and lawful attorney, agent and
proxy, to vote any or all of the Shares on her behalf and in her name, place and
stead, as her proxy and representative, including without limitation to vote the
Shares in any election of directors of the Company and on any proposal submitted
to shareholders of the Company which may result in the merger, consolidation,
liquidation, reorganization or sale of all or substantially all of the assets of
the Company, and otherwise to exercise all voting rights and to enter into
agreements, on her behalf, with respect to the Shares in the same manner and to
the same extent as if he were the sole and absolute owner thereof in his own
right; and full power and authority are hereby conferred upon John R. Varsames
to do all such things within the power of a shareholder as may be incident to
the foregoing, including without limitation to attend meetings of the
shareholders of the Company or any continuations or adjournments thereof on the
undersigned's behalf, with full power of substitution and revocation and with
all the powers she would possess if personally present thereat, or to consent in
writing on the undersigned's behalf to any action of the shareholders of the
Company, or to file, on her behalf, any reports, forms or other such documents
regarding the Shares required under the Securities Exchange Act of 1934, as
amended.
This proxy is irrevocable, is coupled with an interest in the stock
itself and an interest in the Company generally, and given for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged.
Any proxy or proxies heretofore given by the undersigned to any
person or persons with respect to the foregoing matters are hereby revoked. This
Proxy shall remain in full force and effect until terminated by an instrument in
writing signed by the undersigned or her heirs, legal representatives,
successors or assigns, as the case may be.
Dated as of April 5, 1999
---------------------------
\s\ Lori A. Varsames
<PAGE>
Exhibit B
PROXY
BE IT KNOWN, that I, the undersigned Shareholder of eNote.Com, Inc. a Delaware
corporation (the "Corporation"), and registered owner of 250,000 shares of
common stock in the Corporation (the "Stock"), hereby constitute and appoint
John Varsames as my true and lawful attorney and agent for me and in my name,
place and stead, to vote as my proxy for such Stock at the meetings of the
shareholders of the Corporation, for the transaction of any business which may
legally come before such meetings, and for me and in my name, to act as fully as
I could do if personally present, with respect to said Stock. This proxy shall
expire upon the earlier of (1) the date any of the undersigned's registration
under applicable securities laws of the Stock in the Corporation, (2) the date
upon which the undersigned may request the registration of such Stock under a
letter agreement dated on or about the date hereof between the Corporation and
the undersigned, or (3) the date that John Varsames is no longer the majority
and controlling shareholder of the Corporation, and, in any event, upon the
expiration of one year from the date hereof.
WITNESS my hand and seal this 13th day of April, 1999.
Signed: /s/James D. Richards III
