UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. 2 )*
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)
April 4, 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 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 / /.
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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 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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SCHEDULE 13D/A
CUSIP No. 37937R Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telescan, Inc. (IRS No. 061489574)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) /x/
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3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3)
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,548,994
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,548,994
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,548,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
CO
*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. 2
TO
SCHEDULE 13D
This Amendment No. 2 (this "Amendment") amends the Schedule 13D
filed on May 19, 1999 (as amended by Amendment No. 1 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 April 4, 2000, Telescan, Inc., a Delaware corporation
("Telescan"), exercised its remaining option under the Stock Option Agreement
and obtained 118,417 shares (the "Option Shares") of Issuer Common Stock at
an exercise price per share of $12.00 (the "Exercise Price"). The source of
funds with respect to the Option Shares was the proceeds from the sale of
50,000 shares of Issuer Common Stock then owned by Telescan ("Existing
Shares") in a private sale to Liberty View Funds, L.P. at a per share price
of $28.42, representing aggregate proceeds of $1,421,000.
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 April 4, 2000, after giving effect to (i) the acquisition of the Option
Shares and (ii) the sale of 50,000 Existing Shares, Telescan beneficially
owned and had sole power to vote and dispose of 2,548,994 shares of Issuer
Common Stock, representing approximately 14.8% of the shares of Issuer Common
Stock outstanding.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
In connection with the sale of the 50,000 Existing Shares, (i) the
Issuer and Telescan entered into the Agreement relating to the terms of the
exercise of the option under the Stock Option Agreement (filed as Exhibit A
to Amendment No. 1 to the Schedule 13D) and (ii) Telescan entered into a
stock purchase agreement with Liberty View Funds, L.P. (the "Existing Shares
Purchase Agreement"), under which it sold 50,000 of the Existing Shares as
described in Item 3.
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Item 7. Material to be Filed as Exhibits
Exhibit A Agreement, dated March 23, 2000, between the Issuer and
Telescan (filed as Exhibit A to Amendment No. 1 to the
Schedule 13D)
Exhibit B Existing Shares Purchase Agreement, dated April 4, 2000,
between Liberty View Funds, L.P. and Telescan
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SIGNATURES
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.
TELESCAN, INC.
By: /s/ Roger C. Wadsworth
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Name: Roger C. Wadsworth
Title: Senior Vice President
Dated: April __, 2000
Exhibit B
EXECUTION COPY
Stock Purchase Agreement
This Stock Purchase Agreement, dated as of April 4, 2000 (this
"Agreement"), is entered into by and among Telescan, Inc., a Delaware
corporation ("Seller"), and Liberty View Funds, L.P. ("Purchaser").
WHEREAS, Seller as of the date hereof owns shares of common stock,
par value $0.001 per share (the "Common Stock"), of GlobalNet Financial.com,
Inc. (the "Company"); and
WHEREAS, Seller desires to sell and Purchaser desires to purchase
an aggregate of 50,000 shares of Common Stock (the "Shares") on the terms
and conditions set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Sale of Shares.
(a) Transfer of Shares. On April 4, 2000 (or such other date as
may be agreed by the parties hereto, the "Closing Date") and subject to the
terms and conditions set forth in this Agreement, Seller shall sell, transfer
and convey to Purchaser, without recourse to Seller (other than recourse for
the breach by Seller of the representations and warranties made by Seller in
Section 2 hereof), all of its right, title and interest in and to the Shares,
free and clear of all liens, security interests and encumbrances. Upon
delivery, the Shares will be registered in the name of Purchaser but shall
bear a restrictive legend thereon as contemplated by Rule 144 under the
Securities Act of 1933.
(b) Payment of Purchase Price. On the Closing Date and subject to
the terms and conditions set forth in this Agreement, Purchaser agrees to pay
to Seller, by wire transfer of immediately available funds to the account
designated in writing by Seller at least two business days prior to the
Closing Date, an aggregate purchase price (the "Purchase Price") equal to the
number of Shares sold hereunder multiplied by 85% of the closing price of the
Common Stock on the trading day immediately preceding the Closing Date, as
quoted on NASDAQ; provided, however, that in no event shall the Purchase
Price paid to Seller exceed $33 on a per share basis.
2. Representations and Warranties of Seller. Seller represents and
warrants to Purchaser as follows:
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(a) Seller has full power and authority to execute and deliver
this Agreement and to carry out the transactions contemplated hereby. The
execution and delivery by Seller of
this Agreement and the consummation by Seller of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action. This Agreement has been duly and validly executed by Seller and,
assuming this Agreement constitutes the valid and binding agreement of
Purchaser, constitutes a valid and binding agreement of Seller, enforceable
against Seller in accordance with its terms, subject to applicable laws of
bankruptcy, insolvency and similar laws affecting creditors' rights generally
and the application of general rules of equity.
(b) Seller has valid title to the Shares, free and clear of all
liens, security interests and encumbrances. Seller acquired the Shares from
the Company and paid full consideration therefor on March 31, 1999.
(c) Seller is not now, nor has it been since acquiring the Shares
on March 31, 1999, an "affiliate" of the Company, as such term is defined in
Rule 144 of the Securities Act of 1933, as amended (the "Securities Act").
(d) The representations and warranties set forth in this Section 2
are the only representations and warranties made by Seller. EXCEPT AS SET
FORTH HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND
EXCLUDED.
3. Representations and Warranties of Purchaser. Purchaser represents
and warrants to Seller as follows:
(a) Purchaser has full power and authority to execute and deliver
this Agreement and to carry out the transactions contemplated hereby. The
execution and delivery by Purchaser of this Agreement and the consummation by
Purchaser of the transactions contemplated hereby have been duly authorized
by all necessary actions. This Agreement has been duly and validly executed
by Purchaser and, assuming this Agreement constitutes the valid and binding
agreement of Seller, constitutes a valid and binding agreement of Purchaser,
enforceable against Purchaser in accordance with its terms, subject to
applicable laws of bankruptcy, insolvency and similar laws affecting
creditors' rights generally and the application of general rules of equity.
(b) Purchaser either meets the definition of "qualified
institutional buyer" under Rule 144A of the Securities Act or has total
assets in excess of $5 million.
4. Miscellaneous.
(a) Further Assurances. Each party hereto shall from time to
time, at the request of the other party and without further cost or expense
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to the party to whom such request is made, execute and deliver such other
instruments of conveyance and transfer and take such other actions as such
other party may reasonably request in order to more effectively consummate
the transactions contemplated hereby.
(b) Opinion of Simpson Thacher & Bartlett. Purchaser's obligation
to consummate the transactions contemplated by this Agreement shall be
subject to the delivery on or prior to the Closing Date of an opinion by
Simpson Thacher & Bartlett, counsel to Seller, substantially in the form
attached as Exhibit A hereto.
(b) Governing Law. This Agreement shall be construed under and
governed by the laws of the State of New York without regard to the conflicts
of laws provisions thereof.
(c) Amendment. This Agreement may not be amended, modified or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
(d) Complete Agreement. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
each of which shall be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written by their respective duly
authorized officers.
TELESCAN, INC.
By: /s/ Roger C. Wadsworth
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Name: Roger C. Wadsworth
Title: Senior V.P.
LIBERTY VIEW FUNDS, L.P.
By: /s/ Steven S. Rogers
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Name: Steven S. Rogers
Title: Authorized Signatory
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