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UNITED STATES |OMB Number: 3235-0145|
SECURITIES AND EXCHANGE COMMISSION |Expires: October 31, 1997|
WASHINGTON, D.C. 20549 |Estimated average burden |
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SCHEDULE 13D/A
(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. 3*)
GLOBALNET FINANCIAL.COM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
37937R
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(CUSIP Number)
STANLEY HOLLANDER, GLOBALNET FINANCIAL.COM, INC.,
2425 OLYMPIC BOULEVARD - SUITE 660E,
SANTA MONICA, CALIFORNIA 90404
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 2, 2000
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(Date of Event which Requires Filing of this Statement)
If the 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), 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.
* 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).
1 of 4
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SCHEDULE 13D
CUSIP NO. 37937R PAGE 2 OF 4 PAGES
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| 1 | NAME OF REPORTING PERSON
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
| | Telescan, Inc.
| | (IRS No. 061489574)
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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 *
| |
| |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| | TO ITEMS 2(d) OR 2(e) |_|
| |
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| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| |
| | United States of America, State of Delaware
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| 7 | SOLE VOTING POWER
| |
| | 1,950,001
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NUMBER OF | 8 | SHARED VOTING POWER
SHARES | |
BENEFICIALLY | | 0
OWNED BY EACH ---------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | |
| | 1,950,001
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|10 | SHARED DISPOSITIVE POWER
| |
| | 0
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| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| | 1,950,001
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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)
| |
| | 12.4%
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| 14 | TYPE OF REPORTING PERSON *
| |
| | CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT NO. 3
TO
SCHEDULE 13D
This Amendment No. 3 (this "Amendment") amends the Schedule 13D filed on
May 19, 1999 (as amended by Amendment No. 1 thereto filed on April 10, 2000 and
Amendment No. 2 thereto filed on April 10, 2000) (the "Schedule 13D"), which
relates to shares of common stock, par value $0.001 per share ("Issuer Common
Stock"), of GlobalNet Financial.com, Inc., a Delaware corporation (the
"Issuer"). Capitalized terms used herein but not defined shall have the meanings
attributed to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 25, 2000, Telescan, Inc., a Delaware corporation
("Telescan"), the Issuer and Texas Acquisition Corp. entered into a Termination
Agreement (the "Termination Agreement") terminating the Agreement and Plan of
Merger dated as of August 16, 2000 by and among such parties. Pursuant to the
Termination Agreement, on October 2, 2000 Telescan delivered to the Issuer
272,500 shares of Issuer Common Stock in exchange for 545,000 shares of Telescan
common stock then owned by the Issuer. In addition, pursuant to the Termination
Agreement, on October 2, 2000 the Issuer purchased from Telescan 276,496 shares
of Issuer Common Stock at a purchase price of $6.00 per share. The Termination
Agreement also provides that Telescan shall not sell, transfer or otherwise
dispose of any shares of Issuer Common Stock currently owned by Telescan without
the prior written consent of the Issuer; provided, however, that such
restriction shall terminate with respect to 50,000 shares of Issuer Common Stock
on the first day of each of the six consecutive months beginning on October 1
2000. Pursuant to this proviso, Telescan sold an aggregate of 50,000 shares of
Issuer Common Stock during the month of October 2000 for prices ranging from
$5.00 to $5.39 per share.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The responses of the Reporting Persons on Rows (11) through (13) of
the cover pages of this Amendment are incorporated herein by reference. As of
October 17, 2000, after giving effect to (i) the transactions contemplated by
the Termination Agreement and (ii) the sale of 50,000 shares of Issuer Common
Stock during the month of October 2000, Telescan beneficially owned and had sole
power to vote and dispose of 1,950,001 shares of Issuer Common Stock,
representing approximately 12.4% of the shares of Issuer Common Stock
outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Issuer and Telescan have entered into the Termination Agreement
as set forth above in Item 3. The Termination Agreement is incorporated herein
by reference.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Termination Agreement dated September 25, 2000 among the Issuer,
Texas Acquisition Corp. and Telescan (filed as Exhibit 99.2 to
Telescan's Current Report of Form 8-K dated September 28, 2000 and
incorporated herein by reference)
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
October 20, 2000 TELESCAN, INC.
By:/s/ ROGER C. WADSWORTH
Name: Roger C. Wadsworth
Title: Senior Vice President
