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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._____)*
FragranceNet.com, Inc.
(f/k/a National Capital Management Corporation)
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
351684 10 5
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(CUSIP Number)
John J. Butler, Esq.
Haythe & Curley
237 Park Avenue
New York, New York 10017
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 28, 1999
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(Date of Event which Requires Filing of this Amendment)
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 [ ].
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* 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).
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1. NAME OF REPORTING PERSON
Growth Capital Partners, L.L.C., a Delaware Limited Liability Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 4,559,390
REPORTING PERSON
WITH
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
4,559,390
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,559,390*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9 %
14. TYPE OF REPORTING PERSON
OO
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to the common
stock, par value $.01 per share (the "Common Stock"), of FragranceNet.com, Inc.,
a Delaware corporation ("the Issuer") (f/k/a National Capital Management
Corporation). The principal executive offices of the Issuer are located at 2070
Deer Park Avenue, Deer Park, New York 11729.
Item 2. Identity and Background.
(a)-(c) The reporting person filing this Statement is Growth Capital
Partners, L.L.C. (the "Reporting Person"), a Delaware limited
liability company. The principal executive offices of the
Reporting Person are c/o Growth Capital Partners, Inc., located
at 520 Madison Avenue, 40th Floor, New York, New York 10022.
(d) During the last five years, neither the Reporting Person, to
the best knowledge of the Reporting Person, nor any of the
executive officers or directors of the Reporting Person, has been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person, to
the best knowledge of the Reporting Person, nor any of the
executive officers or directors of the Reporting Person has been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final
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* The shares of Common Stock covered by this item include 1,470,000
shares of Common Stock and 308,939 shares of Series A Preferred Stock which are
convertible into 3,089,390 shares of Common Stock.
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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 Person is organized in Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to July 28, 1999, the Reporting Person was the owner of 30 shares of
the outstanding capital stock of Telescents, Inc. ("Telescents"). In connection
with the merger (the "Merger") of FAC, Inc., a Delaware corporation and wholly
owned subsidiary of the Issuer, with and into Telescents on July 28, 1999, the
Reporting Person received 1,470,000 shares of the Issuer's Common Stock and
308,939 shares of the Issuer's Series A Preferred Stock ("Preferred"). The
Preferred Stock is convertible into Common Stock on a 1 for 10 basis at such
time as the Certificate of Incorporation of the Issuer is amended to increase
the authorized shares of Common Stock to a number of shares of Common Stock
sufficient to effect the conversion.
Item 4. Purpose of Transaction.
The Common Stock held by the Reporting Person was acquired, and is being
held, as an investment.
(a) The Reporting Person does not have any present plans or proposals
which relate to or would result in the acquisition or disposition
by any person of additional securities of the Issuer, except for
shares of Common Stock to be acquired upon the conversion of the
Preferred Stock as described in Item 6 below (however, the
Reporting Person retains the right to acquire and dispose of
securities in open market transactions from time to time).
(b) The Reporting Person does not have any present plans or proposals
which relate to or would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation.
(c) The Reporting Person does not have any present plans or proposals
which relate to or would result in a sale or transfer of a
material amount of assets of the Issuer or any of its
subsidiaries.
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(d) In connection with the Merger, the Issuer, Telescents, the
Reporting Person, Jason S. Apfel and Dennis M. Apfel entered into
an Agreement Regarding Certain Closing and Post-Closing Matters
(the "Post-Closing Agreement") which provides, among other
things, that the Issuer will hold a meeting of its stockholders
as soon as practicable to (i) elect new directors, (ii) amend the
Issuer's Certificate of Incorporation to increase the number of
authorized shares of Common Stock, (iii) adopt a Stock Option
Plan and (iv) ratify the Board of Directors' selection of the
independent auditor for the Issuer. The Post-Closing Agreement
has been filed with the Commission by the Issuer as an Exhibit to
its Current Report on Form 8-K dated as of July 28, 1999. As of
July 28, 1999, Jason S. Apfel will serve as the Chief Executive
Officer and President of the Issuer and Dennis M. Apfel will
serve as the Chief Financial Officer and Secretary of the Issuer.
As of July 28, 1999, John C. Shaw, David Faulkner and Herbert J.
Jaffe resigned as Directors of the Issuer and Jason S. Apfel,
Dennis M. Apfel and Philip D. Gunn, who is a principal of the
Reporting Person, have been appointed to fill the vacancies
created by the resignations. In connection with the Merger, the
Issuer has also changed its name to FragranceNet.com, Inc. and
has changed its ticker symbol to "FRGN".
The Reporting Person has entered into a Stockholders Agreement
with Dennis M. Apfel and Jason S. Apfel relating to election of a
designee of GCP to the Board of Directors of the Issuer through
July 31, 2002 or such earlier date on which the Reporting Person
no longer beneficially owns 10% of the aggregate voting power of
the Issuer. See Exhibit A to this Statement.
(e)-(j) The Reporting Person does not have any present plans or
proposals which relate to or would result in any material change
in the present capitalization or dividend policy of the Issuer,
any other material change in the Issuer's business or corporate
structure, changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, causing a
class of securities of the Issuer to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association, a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934 or any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person may be deemed to be the beneficial owner of
4,559,390 shares of Common Stock.
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(b) The Reporting Person has sole power to vote or direct the voting
and to dispose or direct the disposition of 4,559,390 shares of
Common Stock.
(c) Neither the Reporting Person nor, to the Reporting Person's
knowledge, any subsidiary or affiliate of the Reporting Person or
any of the Reporting Person's executive officers or directors has
effected a transaction in the Common Stock during the past 60
days.
(d) No person other than the Reporting Person has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, shares of Common Stock
beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
In connection with the Merger, the Reporting Person is entitled to
convert 308,939 shares of Preferred Stock into 3,089,390 shares of Common Stock
at such time as the Certificate of Incorporation of the Issuer is amended to
increase the authorized shares of Common Stock to a number of shares of Common
Stock sufficient to effect the conversion.
As set forth in Item 4(d), in connection with the Merger, the Issuer,
Telescents, the Reporting Person, Jason S. Apfel and Dennis M. Apfel entered
into an Agreement Regarding Certain Closing and Post-Closing Matters (the "Post-
Closing Agreement") which provides, among other things, that the Issuer will
hold a meeting of its stockholders as soon as practicable to (i) elect new
directors, (ii) amend the Issuer's Certificate of Incorporation to increase the
number of authorized shares of Common Stock, (iii) adopt a Stock Option Plan and
(iv) ratify the Board of Directors' selection of the independent auditor for the
Issuer. As of July 28, 1999, Jason S. Apfel will serve as the Chief Executive
Officer and President of the Issuer and Dennis M. Apfel will serve as the Chief
Financial Officer and Secretary of the Issuer. As of July 28, 1999, John C.
Shaw, David Faulkner and Herbert J. Jaffe resigned as Directors of the Issuer
and Jason S. Apfel, Dennis M. Apfel and Philip D. Gunn, who is a principal of
the Reporting Person, have been appointed to fill the vacancies created by the
resignations. In connection with the Merger, the Issuer has also changed its
name to FragranceNet.com, Inc. and has changed its ticker symbol to "FRGN".
As set forth in Item 4(d), the Reporting Person has entered into a
Stockholders Agreement with Dennis M. Apfel and Jason S. Apfel relating to
election of a designee of the Reporting Person to the Board of Directors of the
Issuer through July 31, 2002 or such earlier date on which the Reporting Person
no longer beneficially owns 10% of the aggregate voting power of the Issuer.
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Item 7. Material to be Filed as Exhibits.
A Stockholders Agreement dated as of July 28, 1999 among Dennis M.
Apfel, Jason S. Apfel and the Reporting Person.
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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 is true, complete and correct.
Dated: August 9, 1999
/s/ Philip D. Gunn
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Name: Philip D. Gunn
Title: Principal
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EXHIBIT A
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STOCKHOLDERS AGREEMENT dated as of July 28, 1999 (this "Agreement")
among Dennis M. Apfel, Jason S. Apfel and Growth Capital Partners, L.L.C., a
Delaware limited liability company ("GCP") (collectively, the "Stockholders").
W I T N E S S E T H:
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WHEREAS, each of the Stockholders is the beneficial owner of the
number of shares of common stock, $.01 par value ("Common Stock"), and Series A
preferred stock (the "Preferred Stock") of FragranceNet.com, Inc., a Delaware
corporation (the "Corporation"), set forth opposite such Stockholder's name on
the signature page hereto.
NOW, THEREFORE, in consideration of the mutual benefits to be derived
and the conditions and promises herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. GCP Director; Required Consent. During the period commencing on
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the date hereof and continuing until the first to occur of (a) July 31, 2002 or
(b) the date on which GCP beneficially owns (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934 (the "Exchange Act")) shares of Common
Stock and/or Preferred Stock of the Corporation representing less than ten
percent (10%) of the aggregate voting power of the outstanding capital stock of
the Corporation:
(i) Each Stockholder shall use his or its best efforts to cause the
Board of Directors of the Corporation to nominate such of Philip D. Gunn or
Theodore V. Buerger as shall be designated by GCP (the "GCP Director") for
election as a director of the Corporation, and shall vote all shares of Common
Stock and Preferred Stock beneficially owned by such Stockholder for election of
the GCP Director as a director of the Corporation, at each annual meeting of the
Corporation's stockholders; and
(ii) Without the written consent of GCP, Dennis M. Apfel and Jason S.
Apfel shall not (a) take any action to increase their respective salaries,
bonuses or other compensation over the amounts provided in their respective
employment agreements dated as of the date hereof or (b) except on terms which
are at arms length and approved by a majority of the disinterested directors of
the Corporation, enter into any transaction with the Corporation including with
respect to the sale or lease of property, including shares of capital stock of
the Corporation.
2. For so long as GCP beneficially owns (within the meaning of Rule
13d-3 under the Exchange Act) shares of Common Stock and/or Preferred Stock of
the Corporation representing more than ten percent (10%) of the aggregate voting
power of the outstanding capital stock of the Corporation, the compensation of
Dennis M. Apfel and Jason S. Apfel shall be as determined by agreement between
GCP and such person or, if GCP and such person cannot agree, then as determined
by a nationally recognized compensation consulting firm.
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3. Reorganization, Etc. The provisions of this Agreement shall apply
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mutatis mutandi to any shares of capital stock resulting from any stock split or
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reverse split, stock dividend, reclassification of the capital stock of the
Corporation, consolidation, merger or reorganization of the Corporation.
4. Notices. Any notice or other communication under this Agreement
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shall be in writing and sufficient if delivered personally, by telecopy or sent
by registered or certified mail, postage prepaid, to the address for the
Stockholder set forth on the signature page hereof.
5. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
6. Entire Agreement. This Agreement contains the entire agreement
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among the parties hereto with respect to the subject matter hereof. All of the
parties hereto agree that this Agreement may be amended or modified or any
provision hereof may be waived only by a written agreement among the parties
hereto. This Agreement supersedes all prior understandings, negotiations and
agreements relating to the subject matter hereof.
7. Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely within such State, without regard to any
conflict of laws principles of such State which would apply the laws of any
other jurisdiction.
8. Headings. The headings in this Agreement are solely for
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convenience of reference and shall not affect the interpretation of any of the
provisions hereof.
9. Severability. If any provision herein contained shall be held to
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be illegal or unenforceable, such holding shall not affect the validity or
enforceability of the other provisions of this Agreement.
10. Specific Performance. Each of the parties hereto hereby consents
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and agrees that, in the event of a breach or threatened breach by any party of
any provision this Agreement, the other party or parties shall be entitled to an
injunction or similar equitable relief restraining the party breaching or
threatening a breach from committing or continuing any such breach or threatened
breach or granting specific performance of any act required to be performed
under this Agreement by the party breaching or threatening a breach, without the
necessity of showing any actual damage or that money damages would not afford an
adequate remedy and without the necessity of posting any bond or other security.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Stockholders Agreement on the date first above written.
Shares of Shares of
Common Preferred
Stock Stock
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1,960,000 411,636 /s/ Dennis M. Apfel
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Dennis M. Apfel
2070 Deer Park Avenue
Deer Park, New York 11729
1,470,000 308,939 /s/ Jason A. Apfel
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Jason S. Apfel
2070 Deer Park Avenue
Deer Park, New York 11729
GROWTH CAPITAL PARTNERS, L.L.C
1,470,000 308,939 By: /s/ Theodore V. Beurger
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Name: Theodore V. Beurger
Title: Managing Director
520 Madison Avenue, 40th Floor
New York, New York 10022
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