SKYMALL INC
SC 13G, 1997-02-14
CATALOG & MAIL-ORDER HOUSES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. )*



                                  SKYMALL, INC.
                                  -------------
                                (Name of Issuer)


                          Common Stock, $.001 par value
                          -----------------------------
                         (Title of Class of Securities)


                                   830859 10 4
                                   -----------
                                 (CUSIP Number)



*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 the
disclosures provided in a prior cover page.

The information required in 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 13G
- ---------------------                                          -----------------
CUSIP NO. 830859 10 4                                          PAGE 2 OF 5 PAGES
- ---------------------                                          -----------------

1   NAMES OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

    BERT A. GETZ
- --------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                    (a) / /
    N/A                                                                  (b) / /
- --------------------------------------------------------------------------------
3   SEC USE ONLY

- --------------------------------------------------------------------------------
4   CITIZENSHIP OR PLACE OF ORGANIZATION

    United States
- --------------------------------------------------------------------------------
              5   SOLE VOTING POWER
                  1,036,597 shares
  NUMBER OF   ------------------------------------------------------------------
   SHARES     6   SHARED VOTING POWER       
BENEFICIALLY      188,000 shares          
  OWNED BY    ------------------------------------------------------------------
    EACH      7   SOLE DISPOSITIVE POWER    
  REPORTING       1,036,597 shares              
   PERSON     ------------------------------------------------------------------
    WITH      8   SHARED DISPOSITIVE POWER  
                  188,000 shares
- --------------------------------------------------------------------------------
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,224,597 shares
- --------------------------------------------------------------------------------
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    / /
    N/A
- --------------------------------------------------------------------------------
11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    14.2% based upon 8,654,000 shares outstanding at 12/31/96.
- --------------------------------------------------------------------------------
12  TYPE OF REPORTING PERSON*
    IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

Item 1(a)   Name of Issuer:

            SkyMall, Inc.

ITEM 1(B)   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            1520 East Pima Street
            Phoenix, Arizona  85034

ITEM 2(A)   NAME OF PERSON FILING:

            Bert A. Getz

ITEM 2(B)   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

            The  address  of Mr.  Getz is 6730 N.  Scottsdale  Road,  Suite 250,
            Scottsdale, Arizona 85253.

ITEM 2(C)   CITIZENSHIP:

            Mr. Getz is a citizen of the United States.

ITEM 2(D)   TITLE OF CLASS OF SECURITIES:

            Common Stock, $.001 par value

ITEM 2(E)   CUSIP NUMBER:

            830859 10 4

ITEM 3.     IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B),
            CHECK WHETHER THE PERSON FILING IS A:

            (a)/ / Broker or Dealer registered under Section 15 of the Act

            (b)/ / Bank as defined in Section 3(a)(6) of the Act

            (c)/ / Insurance Company as defined in Section 3(a)(19) of the Act

            (d)/ / Investment Company registered under Section 8 of the 
                   Investment Company Act

            (e)/ / Investment Adviser registered under Section 203 of the 
                   Investment Advisers Act of 1940

            (f)/ / Employee  Benefit  Plan,  Pension  Fund  which is  subject to
                   the provisions of the Employee Retirement Income Security Act
                   of 1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)

            (g)/ / Parent Holding Company, in accordance with ss.240.13d-1(b)(1)
                   (ii)(G) (NOTE: See Item 7)

            (h)/ / Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)

            Not  applicable.


                                Page 3 of 5 Pages
<PAGE>
ITEM 4.     OWNERSHIP.

     (A)    AMOUNT BENEFICIALLY OWNED:

            As of December  31,  1996,  Mr. Getz  beneficially  owned  1,224,597
            shares of Common  Stock of the  Company  consisting  of (i)  552,497
            shares of Common  Stock  individually  held by Mr. Getz (ii) 188,000
            shares of Common Stock issued upon the conversion of 1,000 shares of
            Preferred  Stock  issued  by the  Company,  which  are held by Globe
            Corporation,  a corporation  that is owned by various trusts for the
            benefit of Mr. Getz and his children,  and (iii)  484,100  shares of
            Common Stock individually held by Mr. Getz that were issued upon the
            conversion  of 2,575  shares of Preferred  Stock by the Company.  On
            January 17, 1997,  Globe  Corporation  sold 150,000 shares of Common
            Stock  to  cover  the  underwriters'  over-allotment  option  in the
            Company's  initial public  offering (the  "Over-Allotment  Option"),
            which reduced the number of shares beneficially owned by Mr. Getz to
            1,074,597 shares.

     (B)    PERCENT OF CLASS:

            As of December 31, 1996,  Mr. Getz  beneficially  owned 14.2% of the
            Common Stock. Following the exercise of the Over-Allotment Option on
            January 17, 1997, Mr. Getz beneficially owned 12.4% of the Company's
            Common Stock.

     (C)    NUMBER OF SHARES AS TO WHICH EACH SUCH PERSON HAS:*

            (i)    sole power to vote or to direct the vote: 1,036,597 shares

            (ii)   shared power to vote or to direct the vote: 188,000 shares

            (iii)  sole  power to  dispose  or to  direct  the  disposition  of:
                   1,036,597 shares

            (iv)  shared  power to  dispose  or to direct  the  disposition  of:
                  188,000 shares

            ----------
            * Prior to the exercise of the over-allotment option.

ITEM 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

            If this  statement  is being filed to report the fact that as of the
            date  hereof the  reporting  person has ceased to be the  beneficial
            owner of more than five  percent of the class of  securities,  check
            the following / /.

            Not applicable.

ITEM 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

            Not applicable.

ITEM 7.     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED 
            THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

            Not applicable.

                                Page 4 of 5 Pages
<PAGE>

ITEM 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

            Not applicable.

ITEM 9.     NOTICE OF DISSOLUTION OF GROUP

            Not applicable.

ITEM 10.    CERTIFICATION

            Not Applicable.


                                    SIGNATURE


     After  reasonable  inquiry and to the best of our knowledge and belief,  we
certify that the information  set forth in this statement is true,  complete and
correct.




DATED: February 10, 1997                          /s/ Bert A. Getz
                                                  --------------------------
                                                  BERT A. GETZ





                                Page 5 of 5 Pages


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