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. 1 )*
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)
March 31, 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 / /.
--
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 2,598,994
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,598,994
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10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,598,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1%
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. 1
TO
SCHEDULE 13D
This Amendment No. 1 (this "Amendment") amends the Schedule 13D
filed on May 19, 1999 (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 March 31, 2000, Telescan, Inc., a Delaware corporation
("Telescan"), partially exercised its option under the Stock Option Agreement
and obtained 2,650,478 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 1,664,267 of the Option Shares was the proceeds from
the sale of 702,713 shares of Issuer Common Stock then owned by Telescan
("Existing Shares") in a series of private sales at a per share price of
$28.42, representing aggregate proceeds of $19,971,205. With respect to the
remaining 986,211 Option Shares (the "Cashless Shares"), such shares were
obtained through a cashless exercise pursuant to an Agreement, dated March
23, 2000 (the "Agreement"), between the Issuer and Telescan, a copy of which
is attached hereto as Exhibit A. The cashless exercise reduced the number of
Cashless Shares issued by the Issuer to Telescan from 986,211 shares to
656,329 shares.
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 1, 2000, after giving effect to (i) the acquisition of the Option
Shares, (ii) the sale of 702,713 Existing Shares and (iii) the cashless
exercise with respect to the Cashless Shares, Telescan beneficially owned and
had sole power to vote and dispose of 2,480,577 shares of Issuer Common
Stock, representing approximately 14.4% of the shares of Issuer Common Stock
outstanding. In addition, under the Stock Purchase Agreement, Telescan has
the option to purchase an additional 118,417 shares of Issuer Common Stock,
which when added to the 2,480,577 shares of Issuer Common Stock already owned
by Telescan, represents approximately 15.1% of the shares of Issuer Common
Stock outstanding.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer
In connection with the acquisition of the Option Shares and the
sale of certain of the Existing Shares, (i) the Issuer and Telescan entered
into the Agreement described in Item 3, relating to the terms of the exercise
of the option under the Stock Option Agreement and (ii) Telescan entered into
individual stock purchase agreements with 23 separate purchasers (the
"Existing Shares Purchase Agreements"), under which it sold 702,713 of the
Existing Shares as described in Item 3.
Item 7. Material to be Filed as Exhibits
Exhibit A Agreement, dated March 23, 2000, between the Issuer and
Telescan.
Exhibit B Form of Existing Shares Purchase Agreement
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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
---------------------------------------
Name: Roger C. Wadsworth
Title: Senior Vice President
Dated: April 10, 2000
Exhibit A
EXECUTION COPY
Agreement
This Agreement, dated as of March 23, 2000 (this "Agreement"), is
entered into between Telescan, Inc., a Delaware corporation ("Telescan"), and
GlobalNet Financial.com, Inc., a Delaware corporation (the "Company").
WHEREAS, Telescan owns as of the date hereof 862,694 shares of
common stock, par value $0.001 per share ("Common Stock") of the Company
(such shares, the "Existing Shares");
WHEREAS, pursuant to the Stock Option Agreement, dated March 31,
1999 (the "Option Agreement"), Telescan has an option (the "Option") to
purchase 2,768,895 shares of Common Stock (such shares, the "Option Shares")
at a purchase price of $12.00 per share (the "Exercise Price"), for an
aggregate purchase price of $33,226,740;
WHEREAS, Telescan desires to exercise the Option on the terms set
forth herein and in the Option Agreement; and
WHEREAS, the parties hereto desire to set forth additional terms of
the Option, the Existing Shares, the Option Shares and certain other
agreements of the parties.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Option Agreement. (a) The terms of the Option Agreement
are incorporated herein. To the extent the terms of the Option Agreement
conflict with or are inconsistent with the terms hereof, the terms hereof
shall supersede the terms of the Option Agreement.
(b) The Company represents that the number of shares currently
subject to issuance to Telescan under the Option Agreement is 2,768,895
(which, together with the 862,694 shares now owned by Telescan, represent
19.9% of the outstanding shares of the Company's common stock) and that the
current per share exercise price is $12.
Section 2. Exercise of Option. Subject to Section 3 hereof, the
Option shall be exercised in full by Telescan on or prior to April 4, 2000
(as such date may be extended pursuant to Section 3(b) hereof, the
"Expiration Date") at an exercise price per share equal to the Exercise Price
and upon such other terms and conditions set forth in the Option Agreement;
provided, however, that, with respect to 986,211 Option Shares (the "Cashless
Shares"), in lieu of paying the Exercise Price therefor, the number of such
Cashless Shares issued by the Company to Telescan shall be reduced to a
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number equal to (A) 986,211 multiplied by (B) a fraction, the numerator of
which is the excess of the Market Price on the date of exercise over the
Exercise Price and the denominator of which is the Market Price on the date
of exercise. Telescan shall pay to the Company an aggregate Exercise Price
of $21,392,205 (the "Cash Exercise Price") with respect to the remaining
1,782,684 Option Shares. For purposes hereof, "Market Price" shall mean,
with respect to a share of Common Stock on any date, the closing price of the
Common Stock on the immediately preceding trading day, as quoted on Nasdaq.
Section 3. Placement of Existing Shares. (a) The Company shall
assist Telescan in identifying purchasers to purchase such number of
Telescan's Existing Shares (the "Sales Shares") as are necessary to raise
aggregate proceeds equal to the Cash Exercise Price; provided, that such
purchasers shall pay an average per share purchase price of not less than 85%
of the Market Price (but not more than $33 per share) on the date of such
purchase. Telescan shall enter into agreements, substantially in the form of
Exhibit A hereto, with such identified purchasers to provide for the sale of
the such Existing Shares; provided that, in the event such agreements have
not been entered into on or prior to March 29, 2000, Telescan may, in its
sole discretion, choose not to sell all or part of the Sales Shares to such
identified purchasers.
(b) All of the proceeds up to $21,392,205 received by Telescan from
the sale of the Sales Shares to purchasers identified by the Company shall be
paid over to the Company as part of the Cash Exercise Price. In the event
that any such identified purchaser of the Sales Shares fails to make payment
in full in immediately available funds to Telescan at least one business day
prior to the Expiration Date or the sale by Telescan to such identified
purchasers yields less than $21,392,205, then the Expiration Date shall be
extended as reasonably necessary for Telescan to receive such funds or to
make alternative arrangements to finance the remainder of the Cash Exercise
Price, but in no event shall the Expiration Date be later than May 1, 2000.
Section 4. Transfer Restrictions. (a) Prior to January 1, 2001,
Telescan agrees not to sell, transfer or otherwise dispose of any Existing
Shares (other than the sale of Existing Shares necessary to finance the Cash
Exercise Price pursuant to Section 3(a) hereof or otherwise) without the
prior written consent of the Company (which consent shall not be unreasonably
withheld in the case of any private sale in which the transferee is subject
to these same restrictions); provided; however, that the restriction
contained in this Section 4(a) shall not prohibit Telescan from pledging the
Existing Shares to a lender, subject to these same restrictions, as
collateral for a loan.
(b) Prior to July 1, 2001, Telescan agrees not to sell, transfer
or otherwise dispose of any Option Shares without the prior written consent
of the Company (which consent shall not be unreasonably withheld in the case
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<PAGE>
of any private sale in which the transferee is subject to these same
restrictions); provided; however, that the restriction contained in this
Section 4(b) shall not prohibit Telescan from pledging the Option Shares to a
lender, subject to these same restrictions, as collateral for a loan.
Section 5. Relationship of Parties. Each party hereby represents
and warrants that it is not an "affiliate" of the other party, as such term
is defined in Rule 144 of the Securities Act of 1933, as amended.
Section 6. Miscellaneous.
(a) Further Assurances. Each party hereto shall from time to
time, at the request of another party and without further cost or expense to
the party to whom such request is made, execute and deliver such other
instruments and take such other actions as such other party may reasonably
request in order to more effectively consummate the transactions contemplated
hereby.
(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 and the other instruments
or agreements referred to herein contains the entire understanding of the
parties with respect to the subject matter hereof and thereof and supersedes
all prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof and thereof.
(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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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written by their duly authorized
officers.
TELESCAN, INC.
By: /s/ Roger C. Wadsworth
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Name: Roger C. Wadsworth
Title: Senior V.P.
GLOBALNET FINANCIAL.COM, INC.
By: /s/ Michael Jacobs
------------------------------------------
Name: Michael Jacobs
Title: Chief Financial Officer/Secretary
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Exhibit B
EXECUTION COPY
Form of Stock Purchase Agreement
This Stock Purchase Agreement, dated as of March 28, 2000 (this
"Agreement"), is entered into by and among Telescan, Inc., a Delaware
corporation ("Seller"), and ____________ ("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 _________ shares of Common Stock (the "Shares") on the terms
and conditions set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
. Sale of Shares.
(a) Transfer of Shares. On March 31, 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:
<PAGE>
(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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<PAGE>
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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<PAGE>
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:---------------------------------------
Name:
Title:
[PURCHASER]
By:-------------------------------------
Name:
Title:
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