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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
REGENT GROUP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.06 2/3 PER SHARE
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(Title of Class of Securities)
629193 30 1
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(CUSIP Number)
ROBERT M. LONG
REGENT GROUP, INC.
720 MILTON ROAD, SUITE J3
RYE, NEW YORK 10580
(914) 921-6389
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 14, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box .
NOTE. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. SEE
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
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CUSIP NO. 629193 30 1 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GREGORY F. MARTINI (###-##-####)
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2 CHECK THE 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
SC (SEE ITEM 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER 1,040,541 (SEE ITEM 5)
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,040,541 (SEE ITEM 5)
REPORTING
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10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,541(SEE ITEM 5)
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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)
7.5% (SEE ITEM 5)
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to shares of
common stock, par value $ .06 2/3 per share (the "Issuer Common Stock"), of
Regent Group, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 720 Milton Road, Suite J3, Rye,
New York 10580.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Gregory F. Martini (the "Reporting
Person").
(b) The Reporting Person resides at 10826 Omaha Trace Drive, Union,
Kentucky 41091.
(c) The Reporting Person's principal occupations are President of
Intram Investment located at 10826 Omaha Trace Drive, Union, Kentucky 41091,
President of Plymouth Partners, Inc. located at 10826 Omaha Trace Drive, Union,
Kentucky 41091 and President of Light Touch Vein and Laser located at 10663
Montgomery Road, Cincinnati, Ohio 45242.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding.
(e) During the last five years, the Reporting Person was not a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction.
(f) The Reporting Person is a citizen of the United State of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Securities Purchase Agreement (the "Purchase Agreement"),
dated as of July 1, 1999, by and between the Issuer and the individuals set
forth on Exhibit 99.1 attached hereto (the "Sellers"), the Issuer acquired from
the Sellers all of the outstanding membership interest in Stock Siren.com, LLC
("Siren") in exchange for an aggregate of 11,550,000 shares of the Issuer Common
Stock. The number of shares of Issuer Common Stock received by each Seller
pursuant to the Purchase Agreement is listed on Exhibit 99.1 attached hereto.
The transactions contemplated by the Purchase Agreement were consummated on July
14, 1999. Giving effect to the completion of the transactions contemplated by
the Purchase Agreement, the Reporting Person beneficially owns an aggregate of
1,040,541 shares of Issuer Common Stock (representing 7.5% of the outstanding
shares of the Issuer Common Stock on July 14, 1999).
A copy of the Purchase Agreement is attached as an Exhibit to the
Issuer's Current Report on Form 8-K, dated July 14, 1999 (the "8-K") and is
specifically incorporated herein by reference as Exhibit 99.2. The descriptions
herein of such Purchase Agreement are qualified in their respective entirety by
reference to such Exhibit.
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ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired his shares of the Issuer Common Stock for
investment purposes and not with the view to or for sale in connection with any
distribution thereof. The Reporting Person does not have any present intention
or plan to effect any distribution of his shares of the Issuer Common Stock.
Such Reporting Person from time to time may review the merits of his investment
in the Issuer and evaluate his options with respect thereto.
Except as set forth in this Item 4, the Reporting Person does not have
any plans or proposals which relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Notwithstanding anything to the contrary contained herein, the
Reporting Person reserves the right, depending on all relevant factors, to
change his intention with respect to any and all of the matters referred to
above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a). By reason of the execution of the Purchase Agreement and the
simultaneous consummation of the transactions contemplated thereby, the
Reporting Person is the beneficial owner of 1,040,541 shares of the Issuer
Common Stock, which represent 7.5% of the total number of shares of the Issuer
Common Stock outstanding as of July 14, 1999.
(b). The Reporting Person has sole voting and dispositive power with
respect to all of the shares of the Issuer Common Stock set forth in response to
Item 5(a) above which he beneficially owns or is deemed to beneficially own. The
Reporting Person does not share voting and/or dispositive power with respect to
any of the shares of the Issuer Common Stock set forth in response to Item 5(a)
above which he beneficially owns or is deemed to beneficially own.
(c). Except for the execution of the Purchase Agreement and the
simultaneous consummation of the transactions contemplated thereby, the
Reporting Person has not effected any transactions in the Issuer Common Stock
during the past 60 days.
(d) and (e). Not Applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Purchase Agreement provides for various rights and restrictions
with respect to the shares of the Issuer Common Stock beneficially owned by the
Reporting Person. The Purchase Agreement is incorporated herein by reference as
Exhibit 99.2 and is incorporated in this Item 6 by reference, and the
descriptions herein of such agreements are qualified in their respective
entireties by reference to such agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are being filed as Exhibits to this Statement
and are each incorporated by reference herein.
EXHIBIT NO. DOCUMENT
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99.1 Name, address and number of shares of Issuer Common Stock
owned by each Seller following the consummation of the
transactions contemplated by the Purchase Agreement.
99.2 Securities Purchase Agreement, dated as of July 1, 1999. (1)
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(1) Incorporated by reference to the Exhibit of the Current Report on Form
8-K of Regent Group, Inc. filed with the Securities and Exchange
Commission on July 14, 1999.
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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: August 17, 1999
/s/ Gregory F. Martini
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GREGORY F. MARTINI
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INDEX TO EXHIBITS
EXHIBIT NO. DOCUMENT
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99.1 Name, address and number of shares of Issuer Common Stock
owned by each Seller following the consummation of the
transactions contemplated by the Purchase Agreement.
99.2 Securities Purchase Agreement, dated as of July 1, 1999. (1)
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(1) Incorporated by reference to the Exhibit of the Current Report on Form
8-K of Regent Group, Inc. filed with the Securities and Exchange
Commission on July 14, 1999.
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EXHIBIT 99.1
Name and address of each Seller and the number of shares of Issuer Common Stock
acquired pursuant to the Purchase Agreement
Name and Number of Shares of Issuer Common
Address Stock Acquired
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Anthony Escamilla
200 West 85th Street, Apt. 2B 1,040,541
New York, NY 10024
James Platek
45 Robin Street 416,216
Rockaway Twp., NJ 07866
Gregory F. Martini
10826 Omaha Trace Drive 1,040,541
Union, KY 41091
LongView Partners, Inc.
RD 2, Box 401 693,694
Rhinebeck, NY 12572
Spencer Levy
11 Waverly Place, #6H 345,847
New York, NY 10003
Robert M. Platek
5 Halls Lane 2,185,135
Rye, NY 10580
Redstone Partners, Inc.
720 Milton Road, Suite J3 1,040,541
Rye, NY 10580
Ajay K. Arora
42-52 Layton Street, Suite 2E 728,376
Elmhurst, NY 11373
Helen Go Ong Hai
2503 El Dorado Ave. 3,017,568
Rancho Viejo, TX 78575
SRU Inc.
8962 E. Hampton Ave., #186 1,040,541
Denver, CO 80237
