SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE VIOLA GROUP, INC.
(NAME OF ISSUER)
Common Stock, par value $0.01 per share
(TITLE OF CLASS OF SECURITIES)
92759N 10 9
CUSIP Number of Class of Securities)
Andrew Benson
3148 Dumbarton Street, N.W.
Washington, D.C. 20007
(202) 965-2448
Copy To:
Matthew A. Clary
3110 Fairview Park Drive
Suite 900
Falls Church, Virginia 22042
NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
August 18, 2000
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
If the filing person has previously filed a statement Schedule 13G
to report the acquisition which is the subject of this Schedule 13D
and if filing this schedule because of Rule 13d-1(b)(3)
or (4), check the following box. [ ]
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew Benson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)
(B) X
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
10,917,642 (1)
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
0
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
10,917,642
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,917,642
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33%
14. TYPE OF REPORTING PERSON
IN
(1) On August 17, 2000, Mr. Benson was awarded options to purchase
187,500 shares of Viola Common Stock. 50% of the award vested at the
time of grant, 25% vests 08/17/01 and 25% vest 08/17/02. The numbers
reflected in response to items 7, 9, and 11 include options exercised
on August 18, 2000 to purchase 93,750 shares.
1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reggie L. Phillips
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)
(B) X
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
10,917,642 (2)
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
0
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
10,917,642
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,917,642
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33%
14. TYPE OF REPORTING PERSON
IN
(2)On August 17, 2000, Mr. Phillips was awarded options to purchase 187,500
shares of Viola Common Stock. 50% of the award vested at the time of grant,
25% vests 08/17/01 and 25% vest 08/17/02. The numbers reflected in response
to items 7, 9, and 11 include options exercised on August 18, 2000 to
purchase 93,750 shares.
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John P. Cairns
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)
(B) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5.CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6.CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
4,362,057 (2)
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
0
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
4,362,057
10.NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,362,057
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13%
14. TYPE OF REPORTING PERSON
IN
(3) On August 17, 2000, Mr. Cairns was awarded options to purchase 65,000
shares of Viola Common Stock. 50% of the award vested at the time of grant,
25% vests 08/17/01 and 25% vest 08/17/02. The numbers reflected in
response to items 7, 9, and 11 include options exercised on August 18,
2000 to purchase 32,500 shares.
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates
to shares of common stock, par value $0.01 per share
("Common Stock"), of The Viola Group, Inc.a New York
corporation (the "Issuer"). The address of the
Issuer's principal executive office is 1653 Haight Avenue,
Bronx, New York 10461-1503.
Item 2. Identity and Background
The Statement is filed jointly on behalf of
Andrew Benson, Reggie L. Phillips, and John P.
Cairns (the "Joint Filers").
Mr. Benson is President of the Issuer's wholly-owned
subsidiary DataMEG, Corp. ("DataMEG"). Mr. Phillips
is DataMEG's Chief Operating Officer. Mr. Cairns is
the DataMEG's Vice-President for Development.
The addresses for the Joint Filers are as follows:
Andrew Benson
3148 Dumbarton Street, NW
Washington, DC 20007
Reggie L. Phillips
3148 Dumbarton Street, NW
Washington, DC 20007
John P. Cairns
3148 Dumbarton Street, NW
Washington, DC 20007
During the past five years, no Joint Filer has been convicted in a
criminal proceeding or been 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 any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Each of the Joint Filers acquired his shares requiring the filing of
this statement in a share exchange (the "Share Exchange") between the Viola
Group, Inc. ("Viola") and DataMEG Corporation ("DataMEG"). In the Share
Exchange, all of the issued and outstanding shares of DataMEG were exchanged
for shares of Viola's common stock, equaling upon completion of the Share
Exchange, ninety percent (90%) of the issued and outstanding voting capital
stock of Viola. In the Share Exchange stockholders of DataMEG were issued
29,700,000 shares of Viola common stock and DataMEG became a wholly owned
subsidiary of Viola.
Item 4. Purpose of Transaction
The Joint Filers acquired 25,977,341 Viola shares pursuant to the Share
Exchange.
As contemplated by the Agreement and Plan of Share Exchange, promptly
upon compliance with the requirements of Section 14(f) of the Securities
Exchange Act of 1934, as amended, and Rule 14(f)-1 promulgated thereunder,
two additional designees of DataMEG will be appointed to serve the vacant
unexpired terms of office of former member of the Issuer's Board of
Directors.
Each of the Joint Filers intends to exercise his rights as a
substantial stockholder of the Issuer.
Apart from the foregoing, none of the Joint Filers have any other plans
or proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Issuer or the disposition of
securities of the Issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries; (c) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries; (d) any change in the present Board
of Directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies
on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's articles of
incorporation, constitution, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer
by any person; (h) causing a class of securities of the Issuer to be
deleted from a national securities exchange or to cease to be authorized or
quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
In the future, each of the Joint Filers may determine to purchase
additional shares of the Issuer's Common Stock or may determine to sell
shares of the Issuer's Common Stock. Any such determination will depend
on a number of factors, including market prices, the Issuer's prospects
and alternative investments.
Item 5. Interest in Securities of the Issuer
(a) and (b) The Issuer's total issued and outstanding capital stock
is 33,245,000 shares of Common Stock. In the aggregate, the Joint Filers
acquired 25,977,341 shares or 78.7% of the Issuer's issued and outstanding
Common Stock in the transaction requiring the filing of this statement.
(c) Pursuant to the Share Exchange between Viola and DataMEG, the Joint
Filers acquired 25,977,341 shares of Common Stock, in the aggregate.
Mr. Benson obtained 10,823,892 Viola shares in exchange for 5,437,500
DataMEG shares. Mr. Phillips obtained 10,823,892 Viola shares in exchange
for 5,437,500 DataMEG shares. Mr. Cairns obtained 4,329,557 Viola shares
in exchange for 2,175,000 DataMEG shares. On August 18, 2000 Messrs.
Benson, Phillips and Cairns exercised options to purchase, respectively,
93,750 shares, 93,750 shares and 32,500 share of Common Stock.
There have been no other transactions in the Issuer's Common Stock
that were effected by or on behalf of the Filing Group in the past 60 days.
(d) The Agreement and Plan of Share Exchange provides that promptly
upon compliance with the requirements of Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14(f)-1 promulgated thereunder, two designees
of DataMEG shall be appointed to serve the vacant unexpired terms of office
of former Directors of Viola's Board of Directors. The effect of the
forgoing would be to put designees of DataMEG, the acquired corporation,
in control of the Company's Board of Directors, without a vote of the
stockholders. Rule 14(f)-1 requires the dissemination of certain
information regarding the director designees who will take control of the
Viola Board to all Viola stockholders ten (10) days prior to their taking
office, however, it does not empower stockholders to vote on such matter.
DataMEG has not determined who its designees to the Viola Board of
Directors will be.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
No member of the Filing Group is a party to any contract, arrangement,
understanding or relationship with any person, with respect to securities
of the Issuer.
Item 7. Material to Be Filed as Exhibits
Agreement and Plan of Share Exchange (the "Agreement") dated April
24, 2000, by and between DataMEG Corporation, a Virginia corporation and
The Viola Group, Inc., a New York corporation.
EXHIBIT INDEX
Exhibit #1: Agreement and Plan of Share Exchange (the "Agreement")
dated April 24, 2000, by and between DataMEG Corporation, a Virginia
corporation and The Viola Group, Inc., a New York corporation.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set
forth in this First Amended Statement on Schedule 13D is true, complete
and correct.
/s/ Andrew Benson
________________
Andrew Benson
Dated: August 18, 2000
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set
forth in this Statement on Schedule 13D is true, complete and correct.
/s/ Reggie L. Phillips
______________________
Reggie L. Phillips
Dated: August 18, 2000
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this Statement on Schedule 13D is true, complete and correct.
/s/ John P. Cairns
_______________________
John P. Cairns
Dated: August 18, 2000
