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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
fine.com Corporation
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
317823 10 2
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(CUSIP Number)
YASUMASA KOMEIJI
GENERAL MANAGER
TELECOMMUNICATION SERVICE BUSINESS DEPT.
TELECOMMUNICATION BUSINESS & PROJECT DIV.
INFOMATION BUSINESS GROUP.
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1-2-1 Ohtemachi Chiyoda-ku, Tokyo, Japan
Tel: 03(3285)7844
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 11, 1997
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(Date of Event Which Required Filing of This Statement)
[ ] Check box 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).
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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 317823 10 2 Schedule 13D Page 2 of 5 Pages
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1) NAMES OF REPORTING PERSON Mitsui & Co., Ltd.
S.S. OR IRS I.D. NO. OF REPORTING PERSON (not applicable)
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2) CHECK 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 WC
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5) [ ] CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR ITEM 2(e).
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6) CITIZENSHIP OR PLACE OF ORGANIZATION Company organized under laws of Japan
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 108,500 shares
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8) SHARED VOTING POWER 23,810 shares
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9) SOLE DISPOSITIVE POWER 108,500 shares
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10) SHARED DISPOSITIVE POWER 23,810 shares
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11) AGGREGATE AMOUNT IF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON 132,310 shares
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12) [ ] CHECK BOX IF AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES.
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13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11 5.6%
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14) TYPE OF REPORTING PERSON CO
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CUSIP NO. 317823 10 2 Schedule 13D Page 3 of 5 Pages
Item 1. Security and Issuer.
Title of Security.......................Common Stock
Name and Address of Issuer..............fine.com Corporation
("Issuer")
1118 Post Avenue
Seattle, Washington 98101
Item 2. Identity and Background.
Person Filing:
(a) Name....................................Mitsui & Co., Ltd.("Mitsui")
(b) Business Address........................2-1 Ohtemachi 1-chome
Chiyoda - ku, Tokyo, Japan
(c) Principal Business of Organization......Not applicable
(d) Criminal Proceedings (past five years)..(none)
(e) Civil Proceedings (past five years).....(none)
(f) Citizenship/Place of Organization.......Company organized under laws
of Japan
Officers, Directors and Controlling Persons of Mitsui:
Appendix A sets forth the name, principal occupation, business
address and citizenship of each executive officer and director of
Mitsui.
To the best knowledge of Mitsui, during the last five years none of
the persons listed on Appendix A has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is 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 as to any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The securities described in Item 5 below consist of 23,810
shares of Common Stock held by Digit, Inc., a wholly-owned subsidiary of
Mitsui ("Digit") and 108,500 shares of Common Stock held by Mitsui.
Digit acquired the 23,810 shares of Common Stock upon the
automatic conversion of 23,810 shares of Series A Preferred Stock upon
the effective date of the Issuer's registration statement for its
initial public offering of Common Stock on August 11, 1997. Digit
originally acquired the shares of preferred stock on January 27, 1997
for an aggregate purchase price of $100,002 ($4.20 per share), which was
working capital of Digit.
Subsequently, on August 12, 1997, Mitsui purchased 108,500
shares of Common Stock in the Issuer's initial public offering at the
offering price of $6.50 per share for an aggregate purchase price of
$705,250, which was working capital of Mitsui.
Item 4. Purpose of Transaction.
Mitsui acquired the securities reported herein for investment
purposes. At this time, Mitsui has no intention of acquiring additional
securities of Issuer from those reported herein, although it reserves
the right to make additional purchases from time to time. Any decision
to make such additional purchase will depend, however, on various
factors, including, without limitation, the price of Issuer's
securities, stock market conditions and the business prospects of
Issuer.
Mitsui has no present intention, arrangement or understanding to
effect any of the transactions listed in Item 4(a) - (j) of Schedule
13D. Except as set forth herein, Mitsui does not have any plans or
proposals that relate to or would result in any of the matters specified
in Item 4 of Schedule 13D.
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CUSIP NO. 317823 10 2 Schedule 13D Page 4 of 5 Pages
Item 5. Interest in Securities of the Issuer.
(a) Number of Shares Beneficially Owned...132,310 shares of Common Stock
Percentage Beneficially Owned.........5.6%
(Based on an aggregate 2,380,065 shares of common stock of
the Issuer issued and outstanding as of August 31, 1997 as
stated on the Issuer's Form 10-QSB for the quarter ended
July 31, 1997)
(b) Power of Vote and Disposition
Sole Power to Vote....................108,500 shares
Shared Power to Vote..................23,810 shares
Sole Power of Disposition.............108,500 shares
Shared Power of Disposition...........23,810 shares
(c) Transactions in Shares:
The securities described in Item 5(a) and (b) above consist of
23,810 shares of Common Stock held by Digit, Inc., a wholly-owned
subsidiary of Mitsui ("Digit") and 108,500 shares of Common Stock
held by Mitsui. Digit acquired the 23,810 shares of Common Stock
upon the automatic conversion of 23,810 shares of Series A Preferred
Stock upon the effective date of the Issuer's registration statement
for its initial public offering of Common Stock on August 11, 1997.
Digit originally acquired the shares of preferred stock on January
27, 1997 for an aggregate purchase price of $100,002 ($4.20 per
share), which was working capital of Digit. Subsequently, on August
12, 1997, Mitsui purchased 108,500 shares of Common Stock in the
Issuer's initial public offering at the offering price of $6.50 per
share for an aggregate purchase price of $705,250, which was working
capital of Mitsui.
(d) Right to Dividends or Sale Proceeds......Not applicable
(e) Beneficial Ownership of 5% or Less.....Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of Issuer.
Except as described above, neither Mitsui, nor any of its
subsidiaries or affiliates, nor any of the executive officers,
directors or controlling persons of Mitsui, has any contract,
arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of Issuer, finder's fee,
joint venture, loan or option agreement, put or calls, guarantee of
profit, division of profit or loss, or the giving or withholding of
proxies.
Item 7. Material to Be Filed as Exhibits.
None.
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.
Dated: December 7, 1997
MITSUI & CO., LTD.
By /s/ YASUMASA KOMEIJI
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YASUMASA KOMEIJI
GENERAL MANAGER
TELECOMMUNICATION SERVICE BUSINESS DEPT.
TELECOMMUNICATION BUSINESS & PROJECT DIV.
INFOMATION BUSINESS GROUP.
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APPENDIX A
EXECUTIVE OFFICERS AND DIRECTORS OF MITSUI & CO., LTD.
* ALL PERSONS LISTED HAVE A BUSINESS ADDRESS OF: MITSUI & CO., LTD., 2-1
OTEMACHI, 1-CHOME, CHIYODA-KU, TOKYO 100 JAPAN.
** ALL PERSONS LISTED ARE CITIZENS OF JAPAN.
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CHAIRMAN AND EXECUTIVE DIRECTOR
Naohiko Kumagi
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Shigeji Ueshima
EXECUTIVE VICE PRESIDENTS
Mutsubu Uchida
Takeo Tsuchikawa
Goro Watanabe
Kazuo Sato
Masayoshi Furuhata President and Chief Executive Officer of Mitsui & Co. (U.S.A.), Inc.
SENIOR EXECUTIVE MANAGING DIRECTORS
Toshikatsu Fukuma
Naomichi Suzuki
Shigeru Endo
Yoshiaki Onuki Chairman and Managing Director of Mitsui & Co. Europe Ltd,; Managing
Director of Mitsui & Co. UK PLC; Chairman of Mitsui & Co.
International (Europe) B.V.
Makoto Ejima General Manager, Osaka Office
EXECUTIVE MANAGING DIRECTORS
Kanji Miyazaki Chief Operating Officer, Marine & Aerospace Group
Osamu Fukumuro Chief Operating Officer, Electronics & Information Business Group
Noboru Kishida Chief Operating Officer, Property, Service, Construction & Housing
Business Development Group
Seiichi Shimada General Manager, Corporate Planning Division
Shinjiro Shimizu Chief Operating Officer, Communications, Transportation & Industrial
Project Group
Seiji Kawarabayashi General Manager, Nagoya Office
Hiroyuki Maruko Chief Operating Officer, Iron & Steel Products Group
Shuzo Uematsu General Representative in China; Chairman of Mitsui & Co. (Shanghai)
Ltd.; Chairman of Mitsui & Co. (China) Ltd.
Takahiro Ienaga President of Mitsui & Co. (Thailand) Ltd.
Retsu Imaizumi Chief Operating Officer, Iron & Steel Raw Materials Group
Hisayoshi Toda Chief Operating Officer, Electric Machinery Group
Nobuo Ohashi Chief Operating Officer, Foods Group
DIRECTORS
Susumu Miyamoto President of Mitsui & Co. (Canada), Ltd.
Tetsuo Murakami General Manager, General Accounting Division
Isamu Ijiri General Manager, Fukuoka Office
Shinichi Kimura General Manager, Seoul Branch
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<TABLE>
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Jun Tashiro Chief Operating Officer, Motor Vehicles Group
Katsumaru Kikushima Chief Operating Officer, Plant & Project Group
Junji Sato Representative of Mitsui & Co., Ltd. in Indonesia
Kinji Nakano Chief Operating Officer, Petrochemicals & Polymers Group
Haruo Hoshizaki Operating Officer, Electronics & Information Business Group
Hiroshi Uno Chief Operating Officer, Non-Ferrous Metals Group
Hiroshi Shiraiwa Senior Deputy General Manager, Osaka Office
Nobuyuki Shimizu Chief Operating Officer, General Merchandise Group
Toshio Yamashita Chief Operating Officer, Textile Group
Hisayuki Mitsunaga Operating Officer, Property, Service, Construction & Housing
Business Development Group
Itsuzo Kinoshita Operating Officer, Iron & Steel Products Group
Hiroshi Nagata Chief Operating Officer, Fertilizer & Inorganic Chemicals Group
Hiroshi Otaka Deputy General Representative in China; General Manager of Peking
Office; Director of Mitsui & Co. (Shanghai) Ltd.; Vice Chairman of
Mitsui & Co. (China) Ltd.
Norio Shoji Chief Operating Officer, Energy Group
Tasuka Kondo General Manager, Finance Division
Toshihiko Sasahira General Manager, Chemical Administrative Division
Toshimitsui Hosoya Chief Operating Officer, Transportation Logistics Group
Katsuto Momii Operating Officer, Iron & Steel Raw Materials Group
Kazumi Nakagawa General Manager, Personnel Division
Shoei Utsuda General Manager, Machinery & Information Administrative Division
Atsumi Shiraka Chief Operating Officer, Speciality Chemicals & Plastics Group
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