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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)(1)
Networks North Inc.
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(Name of Issuer)
Common Stock, par value $.0467 per share
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(Title of Class of Securities)
629409-40-0
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(CUSIP Number)
Astrid Zimmer
NetStar Enterprises Inc.
Suite 100
2225 Sheppard Avenue East
Toronto, Ontario
Canada M2J 5C2
(416) 490-7077
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(Address)
April 3, 2000
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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.
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(1) 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 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. 629409-40-0 SCHEDULE 13D Page 2 of 3 Pages
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NetStar Enterprises Inc.
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 0
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0
_______________|_____|________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
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_______________________________________________________________________________
CUSIP No. 629409-40-0 SCHEDULE 13D Page 3 of 3 Pages
_______________________________________________________________________________
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends the
Schedule 13D dated October 4, 1994 (the "Original Schedule") filed by Labatt
Communications Inc. ("LCI"), with respect to shares of Common Stock, par value
$.0467 per share (the "Common Stock"), of Networks North, Inc. (formerly known
as "NTN Canada, Inc.") (the "Issuer"), a New York corporation, as previously
amended by Amendment No. 1 to Schedule 13D ("Amendment No. 1) dated January 12,
2000.
Item 5 Interest in Securities of the Issuer
As of the date of this filing, NetStar Enterprises Inc. ("NetStar")
does not own any shares of Common Stock of the Issuer.
Item 6 Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer
The transaction referenced in Amendment No. 1 was terminated.
Pursuant to Agreements of Purchase And Sale attached as Exhibits A
and B to this Amendment No. 2, NetStar sold all of its Common Stock
in the Issuer on April 3, 2000 in privately negotiated transactions
to two purchasers for U.S. $3.00 per share.
Item 7 Material to Be Filed as Exhibits
Attached as Exhibit A to this Amendment No. 2 is the Agreement of
Purchase And Sale between NetStar and Chell.Com Ltd. Attached as
Exhibit B to this Amendment No. 2 is the Agreement of Purchase And
Sale between NetStar and Hammock Group Ltd.
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.
April 5, 2000
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(Date)
NetStar Enterprises Inc.
/s/ Astrid Zimmer
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(Signature)
Senior Legal Counsel and Assistant Secretary
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(Title)
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EXHIBIT A
AGREEMENT OF PURCHASE AND SALE
DATED this 3rd day of April, 2000
B E T W E E N:
CHELL.COM LTD., a company incorporated under the laws of Alberta,
with registered offices at 114-1215 13th Avenue SE, Calgary, Alberta
(hereinafter referred to as the "Purchaser")
and -
NETSTAR ENTERPRISES INC., a company incorporated under the laws of
Canada with registered offices at 2225 Sheppard Avenue East, Suite
100, Toronto, Ontario M2J 5C2
(hereinafter referred to as the "Vendor")
WHEREAS Vendor beneficially owns 925,787 shares of the capital stock of
Networks North, Inc. (the "Company");
AND WHEREAS The Purchaser wishes to purchase 462,894 shares (the
"Shares") from the Vendor and the Vendor wishes to sell the Shares to Purchaser;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT:
1. Purchase and Sale of Shares
a) On the terms and subject to the fulfilment of the conditions hereof,
the Vendor will sell and transfer to the Purchaser, and the Purchaser
will purchase and accept from Vendor, all, and not less than all, the
Shares in consideration of the Purchase Price (as defined in
subparagraph (b) below).
b) The price payable by the Purchaser to the Vendor for the Shares is U.S.
$3.00 per Share for a total purchase price of U.S. $1,388,682 (the
"Purchase Price").
c) At 12:00pm (EST) on April 3, 2000 at the offices of the Vendor, the
Purchaser will pay to the Vendor, by certified cheque, the Purchase
Price and the Vendor will deliver to the Purchaser a share certificate
representing the Shares.
d) Immediately following payment by the Purchaser to the Vendor
(satisfactory to the Vendor) of the Purchase Price, Vendor will deliver
to the Purchaser, resignations of the following directors of the
Company: Lorne Stephenson and Mary Currie.
A-1
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2. Representations and Warranties of Purchaser
The Purchaser hereby represents and warrants to Vendor that:
a) this Agreement, when executed and delivered by Purchaser, will
constitute a valid and binding agreement of Purchaser in accordance
with its terms. None of the execution and delivery of this Agreement,
the consummation of the transactions contemplated by this Agreement and
the compliance with or fulfilment of the terms and provisions of this
Agreement, will conflict with or result in a breach of the terms,
conditions or provisions of or constitute a default under the
Purchaser's constating documents or by-laws, any instrument, agreement,
mortgage, judgement, order, award or decree;
b) the Purchaser is not insolvent, has not committed an act of bankruptcy,
proposed a compromise or arrangement of its creditors generally, had
any petition or receiving order in bankruptcy filed against it, taken
any proceedings with respect to a compromise or arrangement or to have
a receiver appointed over any part of its assets, had an encumbrancer
take possession of any of its property, or had an execution or distress
become enforceable or levied upon any of its property; and
c) the Purchaser is buying the Shares as principal for its own account
without a view to distribution.
3. Representations and Warranties of Vendor
The Vendor hereby represents and warrants to Purchaser that:
a) this Agreement, when executed and delivered by Vendor, will constitute
a valid and binding agreement of Vendor in accordance with its terms.
None of the execution and delivery of this Agreement, the consummation
of the transactions contemplated by this Agreement and the compliance
with or fulfilment of the terms and provisions of this Agreement ,will
conflict with or result in a breach of the terms, conditions or
provisions of or constitute a default under the Vendor's constating
documents or by-laws, any instrument, agreement, mortgage, judgement,
order, award or decree;
b) the Vendor is not insolvent, has not committed an act of bankruptcy,
proposed a compromise or arrangement of its creditors generally, had
any petition or receiving order in bankruptcy filed against it, taken
any proceedings with respect to a compromise or arrangement or to have
a receiver appointed over any part of its assets, had an encumbrancer
take possession of any of its property, or had an execution or distress
become enforceable or levied upon any of its property;
c) there are no outstanding agreements, calls, commitments, options,
subscriptions, warrants or other rights or privileges held by a third
party and granted by Vendor entitling it to acquire the Shares;
d) Vendor is the registered and beneficial owner and holder of the Shares
and has good and marketable title to the Shares, free and clear of all
encumbrances or claims of any kind and Vendor has not received any
notice of any adverse claim with respect to the Shares;
e) Vendor is not a "non-resident" of Canada under the Income Tax Act
(Canada);
f) Vendor acquired the Shares for its own account and not with a view to
distribution. In offering and selling the Shares to Purchaser, Vendor
is acting for its own account, and not as agent of the Company or as an
underwriter or distributor of the Shares.
A-2
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4. Receipt for Shares
The Purchaser hereby authorizes Morrison Brown Sosnovitch LLP to receive the
certificate representing the Shares on the Purchaser's behalf and to execute the
Vendor's form of receipt on behalf of the Purchaser.
5. Agreement Conditional
The obligations of the Vendor hereunder, are conditional upon the Vendor's
successful completion of a sale of 462,893 shares to Hammock Group Ltd. on April
3, 2000.
6. Governing Laws
This Agreement shall be interpreted and construed in accordance with the laws of
the Province of Ontario and the parties attorn to the jurisdiction of the Courts
of the Province of Ontario.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of day and year first written above.
CHELL.COM LTD.
Per: /s/ Cameron Chell
Name: Cameron Chell
Title: CEO and Chairman
NETSTAR ENTERPRISES INC.
Per: /s/ Lorne Stephenson
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Name: Lorne Stephenson
Title: Executive Vice President, Administration
Per: /s/ Mary Currie
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Name: Mary Currie
Title: Vice President, Finance and Planning
A-3
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EXHIBIT B
AGREEMENT OF PURCHASE AND SALE
DATED this 3rd day of April, 2000
B E T W E E N:
HAMMOCK GROUP LTD., a company incorporated under the laws of British
Virgin Islands, with registered offices at c/o Voyager Financial
Services, 129 Front Street, Penthouse, Hamilton, Bermuda
(hereinafter referred to as the "Purchaser")
and -
NETSTAR ENTERPRISES INC., a company incorporated under the laws of
Canada with registered offices at 2225 Sheppard Avenue East, Suite
100, Toronto, Ontario M2J 5C2
(hereinafter referred to as the "Vendor")
WHEREAS Vendor beneficially owns 925,787 shares of the capital stock of
Networks North, Inc. (the "Company");
AND WHEREAS The Purchaser wishes to purchase 462,893 shares (the
"Shares") from the Vendor and the Vendor wishes to sell the Shares to Purchaser;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT:
1. Purchase and Sale of Shares
a) On the terms and subject to the fulfilment of the conditions hereof,
the Vendor will sell and transfer to the Purchaser, and the Purchaser
will purchase and accept from Vendor, all, and not less than all, the
Shares in consideration of the Purchase Price (as defined in
subparagraph (b) below).
b) The price payable by the Purchaser to the Vendor for the Shares is U.S.
$3.00 per Share for a total purchase price of U.S. $1,388,679 (the
"Purchase Price").
c) At 12:00pm (EST) on April 3, 2000 at the offices of the Vendor, the
Purchaser will pay to the Vendor, by certified cheque, the Purchase
Price and the Vendor will deliver to the Purchaser a share certificate
representing the Shares.
d) Immediately following payment by the Purchaser to the Vendor
(satisfactory to the Vendor) of the Purchase Price, Vendor will deliver
to the Purchaser, resignations of the following directors of the
Company: Lorne Stephenson and Mary Currie.
B-1
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2. Representations and Warranties of Purchaser
The Purchaser hereby represents and warrants to Vendor that
a) this Agreement, when executed and delivered by Purchaser, will
constitute a valid and binding agreement of Purchaser in accordance
with its terms. None of the execution and delivery of this Agreement,
the consummation of the transactions contemplated by this Agreement and
the compliance with or fulfilment of the terms and provisions of this
Agreement, will conflict with or result in a breach of the terms,
conditions or provisions of or constitute a default under the
Purchaser's constating documents or by-laws, any instrument, agreement,
mortgage, judgement, order, award or decree;
b) the Purchaser is not insolvent, has not committed an act of bankruptcy,
proposed a compromise or arrangement of its creditors generally, had
any petition or receiving order in bankruptcy filed against it, taken
any proceedings with respect to a compromise or arrangement or to have
a receiver appointed over any part of its assets, had an encumbrancer
take possession of any of its property, or had an execution or distress
become enforceable or levied upon any of its property; and
c) the Purchaser is buying the Shares as principal for its own account
without a view to distribution.
3. Representations and Warranties of Vendor
The Vendor hereby represents and warrants to Purchaser that:
a) this Agreement, when executed and delivered by Vendor, will constitute
a valid and binding agreement of Vendor in accordance with its terms.
None of the execution and delivery of this Agreement, the consummation
of the transactions contemplated by this Agreement and the compliance
with or fulfilment of the terms and provisions of this Agreement, will
conflict with or result in a breach of the terms, conditions or
provisions of or constitute a default under the Vendor's constating
documents or by-laws, any instrument, agreement, mortgage, judgement,
order, award or decree;
b) the Vendor is not insolvent, has not committed an act of bankruptcy,
proposed a compromise or arrangement of its creditors generally, had
any petition or receiving order in bankruptcy filed against it, taken
any proceedings with respect to a compromise or arrangement or to have
a receiver appointed over any part of its assets, had an encumbrancer
take possession of any of its property, or had an execution or distress
become enforceable or levied upon any of its property;
c) there are no outstanding agreements, calls, commitments, options,
subscriptions, warrants or other rights or privileges held by a third
party and granted by Vendor entitling it to acquire the Shares;
d) Vendor is the registered and beneficial owner and holder of the Shares
and has good and marketable title to the Shares, free and clear of all
encumbrances or claims of any kind and Vendor has not received any
notice of any adverse claim with respect to the Shares;
e) Vendor is not a "non-resident" of Canada under the Income Tax Act
(Canada);
f) Vendor acquired the Shares for its own account and not with a view to
distribution. In offering and selling the Shares to Purchaser, Vendor
is acting for its own account, and not as agent of the Company or as an
underwriter or distributor of the Shares.
B-2
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4. Receipt for Shares
The Purchaser hereby authorizes Morrison Brown Sosnovitch LLP to receive the
certificate representing the Shares on the Purchaser's behalf and to execute the
Vendor's form of receipt on behalf of the Purchaser.
5. Agreement Conditional
The obligations of the Vendor hereunder, are conditional upon the Vendor's
successful completion of a sale of 462,894 shares to Chell.com Ltd. on April 3,
2000.
6. Governing Laws
This Agreement shall be interpreted and construed in accordance with the laws of
the Province of Ontario and the parties attorn to the jurisdiction of the Courts
of the Province of Ontario.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of day and year first written above.
HAMMOCK GROUP LTD.
Per: /s/ Paul Lemmon
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Name: Paul Lemmon
Title: Director
NETSTAR ENTERPRISES INC.
Per: /s/ Lorne Stephenson
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Name: Lorne Stephenson
Title: Executive Vice President, Administration
Per: /s/ Mary Currie
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Name: Mary Currie
Title: Vice President, Finance and Planning
B-3
