-----------------------------
OMB APPROVAL
-----------------------------
OMB Number:
Expires:
Estimated average burden
hours per form . . . .
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
eGlobe, Inc.
------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
------------------------------------------------------------------------
(Title of Class of Securities)
301601 10 0
---------------------------------------------
(CUSIP Number)
GRAEME BROWN, eGLOBE, INC.,
1250 24TH STREET, NW, SUITE 725, WASHINGTON, DC 20037
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
MARCH 23, 2000
---------------------------------------------
(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: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following pages)
* 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).
<PAGE>
SCHEDULE 13D
- -------------------------- -------------------------
CUSIP No. 301601 10 0 Page 2 of 5 Pages
----------- ----- -----
- -------------------------- -------------------------
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Arnold Gumowitz
eGlobe, Inc.
1250 24th Street, NW
Washington, DC 20037
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
N/A (b) /_/
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
SC
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 10,640,000
SHARES ------ --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ------ --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10,640,000
WITH ------ --------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,640,000
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
*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>
- -------------------------- -------------------------
CUSIP No. 301601 10 0 Page 3 of 5 Pages
----------- ----- -----
- -------------------------- -------------------------
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.001 (the
"Common Stock"), of eGlobe, Inc., a Delaware corporation (the "Company"), the
principal executive offices of which are located at 1250 24th Street, NW,
Washington, DC 20037.
Item 2. Identity and Background
This statement is being filed by Arnold Gumowitz (the "Reporting
Person"). Effective March 24, 2000, the Reporting Person's principal occupation
is Co-Chairman of the Board of Directors of the Company and his business address
is eGlobe, Inc., 1250 24th Street, NW, Washington, DC 20037.
During the last five years, the Reporting Person has not been (i)
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final 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.
The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person received 10,640,000 shares of Common Stock on
March 23, 2000 in exchange for his ownership interest in Trans Global
Communications, Inc. ("Trans Global"). Trans Global was merged with a wholly
owned subsidiary of the Company on March 23, 2000, pursuant to which Trans
Global became a wholly owned subsidiary of the Company.
Item 4. Purpose of Transaction
The Reporting Person has acquired for investment purposes those shares
of Common Stock that he owns directly. The Reporting Person may, from time to
time, depending upon market conditions and other factors deemed relevant by the
Reporting Person, acquire additional shares of Common Stock. The Reporting
Person has entered into a Company Affiliate Agreement (as described in Item 6
below) with the Company pursuant to which the Reporting Person has agreed that
he will not sell or otherwise dispose of shares of the Company's Common Stock
until the date that is one business day after publication by the Company of its
results of post-merger combined operations for a period that includes at least
thirty days of post-merger operations.
Except as described in this Schedule 13D report, the Reporting Person
has no current plans or proposals that relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Person, however, reserves the right to, and may in the
future choose to, change his purpose with respect to his investment and take
such actions as he deems appropriate in light of the circumstances including,
without limitation, to dispose of all or a portion of the Common Stock which he
now owns or may hereafter acquire.
<PAGE>
- -------------------------- -------------------------
CUSIP No. 301601 10 0 Page 4 of 5 Pages
----------- ----- -----
- -------------------------- -------------------------
Item 5. Interest in Securities of the Issuer
(a) As of the date of this report, the Reporting Person beneficially
owns an aggregate of 10,640,000 shares of Common Stock, which represents
approximately 12.0% of the shares of Common Stock outstanding on March 23, 2000,
the date of the closing of the Merger (as defined below).
(b) The number of shares of Common Stock as to which the Reporting
Person has
<TABLE>
<S> <C>
(i) sole power to vote or direct the vote is 10,640,000
(ii) shared power to vote or direct the vote is 0
(iii) sole power to dispose or direct the disposition is 10,640,000
(iv) shared power to dispose or direct the disposition is 0
</TABLE>
(c) On March 23, 2000, a wholly-owned subsidiary of the Company merged
with and into Trans Global, with Trans Global surviving as a wholly-owned
subsidiary of the Company (the "Merger"). In connection with the Merger, the
Reporting Person, as well as the other holders of Trans Global common stock,
received shares of the Company's Common Stock.
(d) Not applicable.
(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 has entered into an
agreement (the "Company Affiliate Agreement") with the Company pursuant to which
the reporting person has agreed not to sell or otherwise dispose of any equity
security of the Company prior to the date that is one business day after
publication by the Company of its results of post-merger combined operations for
a period that includes at least thirty days of post-merger operations.
The foregoing description of the Company Affiliate Agreement is
qualified in its entirety by reference to the Company Affiliate Agreements which
is filed as an exhibit to this Schedule and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
1. Company Affiliate Agreement between Arnold Gumowitz and eGlobe,
Inc., dated March 23, 2000.
<PAGE>
- -------------------------- -------------------------
CUSIP No. 301601 10 0 Page 5 of 5 Pages
----------- ----- -----
- -------------------------- -------------------------
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.
Date: April 3, 2000
Arnold Gumowitz
/s/ Arnold Gumowitz
- ------------------------------
COMPANY AFFILIATE AGREEMENT
MARCH 23, 2000
eGlobe, Inc.
1250 24th Street, NW, Suite 725
Washington, D.C. 20037
Ladies and Gentlemen:
The undersigned is a stockholder of Trans Global Communications, Inc.,
a New York corporation (the "Company"), and will become a stockholder of eGlobe,
Inc., a Delaware corporation ("Acquiror"), upon consummation of the transactions
contemplated by that certain Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 16, 1999, by and among the Company, Acquiror,
the stockholders of the Company and eGlobe Merger Sub No. 6, Inc. ("Merger
Sub"), a Delaware corporation and a wholly owned subsidiary of Acquiror. Under
the terms of the Merger Agreement, Merger Sub will be merged with and into the
Company (the "Merger") in a transaction to be accounted for as a "pooling of
interests," and the shares of common stock of the Company, no par value per
share (the "Company Common Stock"), will be converted into and exchanged for
shares of common stock of Acquiror, $0.001 par value per share ("Acquiror Common
Stock"). This Affiliate Agreement is being delivered pursuant to Sections 7.8(a)
and 8.2(j) of the Merger Agreement and represents an agreement between the
undersigned and Acquiror regarding (i) the shares of Company Common Stock
beneficially owned by the undersigned and (ii) the shares of Acquiror Common
Stock into which such shares of Company Common Stock are to be converted as a
result of the Merger. All capitalized terms used in this Affiliate Agreement
shall, unless otherwise defined herein, have the same meanings as are ascribed
to such terms in the Merger Agreement.
In order to satisfy the condition to the Merger set forth in Section
8.2(j) of the Merger Agreement, and intending to be legally bound hereby, the
undersigned and Acquiror hereby agree as follows:
1. Affiliate Status. The undersigned understands and agrees that,
as to the Company, the undersigned may be deemed to be an "affiliate" as that
term is used in SEC Accounting Series Release Nos. 130 and 135, as amended.
2. Certain Restrictions on Disposition.
(a) The shares of Acquiror Common Stock to be issued and
delivered to the undersigned in the Merger in accordance with the provisions of
the Merger Agreement will not have been registered under the Securities Act of
1933, as amended (the "Securities Act") or under the securities laws of any
state as of the effective time of the Merger, and are subject to that certain
Investment Agreement between Acquiror and the undersigned (the "Investment
Agreement"). Accordingly, such shares of Acquiror Common Stock will not be
transferable, except upon compliance with the Securities Act and any state
securities laws, and shall bear appropriate legends to this effect as set forth
in the Investment Agreement and in the Merger Agreement.
(b) The undersigned further agrees during the Pooling Period
(as defined below) not to sell, exchange, transfer, pledge, distribute or
otherwise dispose of any interests in, or reduce his or her risk relative to,
any of (i) the shares of Company Common Stock over which the undersigned has or
shares voting or dispositive power (including any securities of
<PAGE>
the Company which may be acquired after the date of this Affiliate Agreement) or
(ii) the shares of Acquiror Common Stock into which such shares of Company
Common Stock are converted upon consummation of the Merger (including the
applicable Stockholder Escrow Shares (as defined in the Merger Agreement)). For
purposes of this Affiliate Agreement, "Pooling Period" means the period
commencing thirty (30) days prior to the effective time of the Merger and ending
on the date which is one business day after publication (within the meaning of
Section 201.01 of the SEC's Codification of Financial Reporting Policies) by
Acquiror of its results of post-Merger operations for the period which includes
at least thirty (30) days of post-Merger combined operations of Acquiror and the
Company. The undersigned understands that reducing his or her risk relative to
such shares of Company Common Stock or Acquiror Common Stock includes, but is
not limited to, using such shares to secure a non-recourse loan, purchasing a
put option to sell such shares, establishing any "short" or put-equivalent
position with respect to such shares or entering into any similar transaction
(through derivatives or otherwise) with respect to such shares.
3. Legend. In addition to the other legends set forth in the
Investment Agreement and the Merger Agreement, each certificate representing
Acquiror Common Stock issued to the undersigned in connection with the Merger
shall be stamped or otherwise imprinted with a legend in substantially the
following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED
PURSUANT TO A BUSINESS COMBINATION WHICH IS ACCOUNTED FOR AS
A "POOLING OF INTERESTS" AND MAY NOT BE SOLD, NOR MAY THE
OWNER THEREOF REDUCE HIS OR HER RISKS RELATIVE THERETO IN ANY
WAY, UNTIL SUCH TIME AS THE CORPORATION HAS PUBLISHED
FINANCIAL RESULTS COVERING AT LEAST 30 DAYS OF COMBINED
OPERATIONS AFTER THE EFFECTIVE TIME OF THE MERGER THROUGH
WHICH THE BUSINESS COMBINATION WAS EFFECTED."
Such legend will also be placed on any certificate representing the
applicable Stockholder Escrow Shares, Acquiror securities issued subsequent to
the original issuance of the Acquiror Common Stock pursuant to the Merger as a
result of any stock dividend, stock split, or other recapitalization, as long as
the Acquiror Common Stock issued to the undersigned pursuant to the Merger is
subject to the restrictions set forth herein or in the Merger Agreement.
4. Certain Understandings and Acknowledgements.
(a) The undersigned recognizes and agrees that the provisions
of this Affiliate Agreement also may apply to (i) his or her spouse, if that
spouse has the same home as the undersigned, (ii) any relative of the
undersigned who has the same home as the undersigned, (iii) any trust or estate
in which the undersigned, such spouse, and any such relative collectively own at
least a ten percent (10%) beneficial interest or of which any of the foregoing
serves as trustee, executor, or in any similar capacity, and (iv) any
corporation or other organization in which the undersigned, such spouse, and any
such relative collectively own at least ten percent (10%) of any class of equity
securities or of the equity interest.
(b) The undersigned acknowledges and understands that the
representations, warranties and covenants of the undersigned set forth herein
will be relied upon by Acquiror and its affiliates, counsel and accounting
firms, and that substantial losses and damages may be incurred by these persons
if the representations, warranties or covenants of the
-7-
<PAGE>
undersigned are breached. The undersigned has carefully read the Merger
Agreement and this Affiliate Agreement and discussed their requirements and
impact upon the ability of the undersigned to sell, exchange, transfer, pledge,
distribute or otherwise dispose of the shares of Acquiror Common Stock received
by the undersigned, to the extent the undersigned believes necessary, with his
or her counsel or counsel for the Company.
5. Miscellaneous.
(a) For the convenience of the parties hereto, this Affiliate
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
document.
(b) This Affiliate Agreement shall be enforceable by, and
shall inure to the benefit of and be binding upon, the parties hereto and their
respective successors and assigns. As used herein, the term "successors and
assigns" shall mean, where the context so permits, heirs, executors,
administrators, trustees and successor trustees, and personal and other
representatives.
(c) This Affiliate Agreement shall be governed by and
construed, interpreted and enforced in accordance with the laws of the State of
Delaware without giving effect to the conflicts of law provisions thereof.
(d) If a court of competent jurisdiction determines that any
provision of this Affiliate Agreement is not enforceable or enforceable only if
limited in time and/or scope, this Affiliate Agreement shall continue in full
force and effect with such provision stricken or so limited.
(e) Counsel to and accountants for the parties to the Merger
Agreement shall be entitled to rely upon this Affiliate Agreement as needed.
(f) This Affiliate Agreement shall not be modified or amended,
or any right hereunder waived or any obligation excused, except by a written
agreement signed by both parties.
(g) Notwithstanding any other provision contained herein, this
Affiliate Agreement and all obligations of and restrictions imposed on the
undersigned hereunder shall terminate and be of no further force or effect upon
the termination of the Merger Agreement.
(h) Any notice required to be sent to either party hereunder
shall be sent by registered or certified mail, return receipt requested, using
the addresses set forth herein or such other address as shall be furnished in
writing by the parties.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE>
This Affiliate Agreement is executed as of the 23rd day of March, 2000.
Very truly yours,
/s/ Arnold Gumowitz
Name: Arnold Gumowitz
-------------------
Date: March 23, 2000
------------------
Address: Trans Global
------------------------------
Communications, Inc.
--------------------------------------
421 Seventh Avenue
--------------------------------------
New York, NY 10001
--------------------------------------
AGREED TO AND ACCEPTED as of __March 23 2000__.
eGLOBE, INC.
By: /s/ Graeme Brown
------------------------------------------
Name:
----------------------------------------
Title: Deputy General Counsel and Secretary
----------------------------------------
-8-
