UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
StyleSite Marketing, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
8642 26 105
(CUSIP Number)
Tadeo Holdings, Inc., Alexander Kalpaxis, Executive Vice President
Tadeo E-Commerce Corp., Alexander Kalpaxis, Vice President
5 Hanover Square, New York, NY 10004
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 30, 1999
(Date of Event which Requires Filing of this Statement)
Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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).
(Continued on the following page(s))
Page 1 of 6 Pages
<PAGE>
CUSIP No. 8642 26 105 Page 2 of 6 Pages
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(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tadeo E-Commerce Corp. IRS Employer Identification No. 13-4067484
Tadeo Holdings, Inc. IRS Employer Identification No. 95-4228470
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /X/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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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
Delaware - Tadeo E. Commerce Corp.
Delaware - Tadeo Holdings, Inc.
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(7) SOLE VOTING POWER
6,730,442 - Tadeo Holdings
------------------------------------------------
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY N/A
EACH REPORTING PERSON ------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
6,730,552 - Tadeo Holdings
------------------------------------------------
(10) SHARED DISPOSITIVE POWER
N/A
- ---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,730,442 - Tadeo Holdings
5,664,364 - Tadeo E Commerce
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30%
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(14) TYPE OF REPORTING PERSON (See Instructions)
CO
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<PAGE>
ITEM 1. Security and Issuer
This Schedule 13-D is filed with the Securities and Exchange Commission
with respect to the Common Stock ("Common Stock") of Style Site Marketing, Inc.,
a Delaware Corporation ("Company"). The principal office of the Company is 414
Alfred Avenue, Teaneck, NJ 07666.
ITEM 2. Identity and Background
This Schedule 13-D is filed on behalf of Tadeo Holdings, Inc.
("Tadeo"), a Delaware corporation, and Tadeo E-Commerce Corp. ("Tadeo E"), a
Delaware corporation and the wholly-owned subsidiary of Tadeo.
Tadeo and Tadeo E are corporations organized in Delaware. Tadeo and
Tadeo E's principal office is 5 Hanover Square, New York, New York 10004. Tadeo
is a holding company that owns, as wholly-owned subsidiaries, Astratek, Inc.
("Astratek") and Tadeo E. Astratek develops and markets computer network
products and provides consulting services in connection with computer network
issues. Tadeo E provides web page design and on-line hosting services, and
intends to provide other electronic commerce related services to clients engaged
in electronic commerce businesses. Tadeo is the record owner of the Common Stock
that is currently owned and outstanding and Tadeo E is the record owner of the
Preferred Stock (see Item 4). The Preferred Stock has not been converted to
Common Stock as of the date of this filing.
During the last five years, neither Tadeo nor Tadeo E has been
convicted in a criminal proceeding.
During the last five years, neither Tadeo nor Tadeo E has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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 violations with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
Tadeo purchased 1,066,098 of the shares of Company Stock in
consideration for a direct issuance to the Company of shares of Tadeo common
stock, as part of a stock swap of $1,000,000 in market value of Tadeo common
stock for $1,000,000 in market value of Company Common Stock. In addition, at
the same time as the stock swap, Tadeo E purchased 10,000 shares of the
Company's Series G Convertible Preferred Stock (the "Preferred Stock") for
$1,000,000 in cash, which preferred stock is currently convertible into
5,664,364 shares of Common Stock.
<PAGE>
ITEM 4. Purpose of Transaction
Tadeo and Tadeo E acquired the Common Stock and Preferred Stock as a
way to promote the strategic alliance between Tadeo E, Tadeo and the Company.
Simultaneous with the acquisition of the Common Stock and Preferred Stock (see
Item 3, above), Tadeo E entered into Web Page Design and On-line Hosting
Agreements with the Company.
ITEM 5. Interest and Security of the Issuer
Tadeo owns beneficially and of record 6,730,442 shares of Common Stock
of the Company, including 5,664,364 shares which can currently be acquired upon
conversion of Tadeo E's 10,000 shares of Preferred Stock (with the Preferred
Stock, the shares to be acquired upon conversion of the Preferred Stock and the
1,066,098 shares of Common Stock being referred to collectively as the
"Shares"), constituting approximately 30% of the outstanding shares of Common
Stock following Preferred Stock conversion. The shares were acquired as a result
of the stock for stock swap transaction between the Company and Tadeo and the
acquisition of the Preferred Stock by Tadeo E effected at the time of the stock
swap. Although Tadeo E is the record owner of the Preferred Stock, Tadeo has the
sole power to vote and the sole power to dispose of the Shares.
Tadeo and Tadeo E acquired the Shares pursuant to the terms of a
Securities Purchase Agreement dated as of June 30, 1999. The Shares were
acquired in consideration for the issuance to the Company of shares of Tadeo
common stock having a market value of $1,000,000 and the cash payment of
$1,000,000.
ITEM 6. Contracts, Arrangements, Understanding or Relationships with
respect to Securities of the Issuer
There are currently no contracts, arrangements or understandings
between Tadeo and any person(s) with respect to any securities of the Company,
other than the written agreement between Tadeo and Tadeo E with respect to the
voting and disposition of the Shares, and the filing of reports on Schedule 13D
with respect thereto.
ITEM 7. Materials to be Filed as Exhibits
1) Securities Purchase Agreement, dated June 30, 1999, by and between
Diplomat Direct Marketing Corporation (now known as Style Site Marketing, Inc.),
Tadeo E. Commerce Corp. and Tadeo Holdings, Inc. (Incorporated by reference,
filed as an Exhibit to Tadeo's Current Report on Form 8-K, filed on July 30,
1999.
2) Certificate of Designation of Series G Preferred Stock of StyleSite
Marketing, Inc. (Incorporated by reference to Diplomat Direct Marketing
Corporation Current Report on Form 8-K, filed August 9, 1999).
<PAGE>
3) Agreement between Tadeo and Tadeo E, dated August 1, 1999, with
respect to voting and disposition of the Diplomat Direct Marketing Corporation
Preferred Stock and the shares of Common Stock acquired upon conversion thereof
and the filing of a Schedule 13 D with respect to such stock holdings.
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.
Dated: November 12, 1999
TADEO HOLDINGS, INC.
By:/s/Alexander Kalpaxis
-----------------------------
Alexander Kalpaxis,
Executive Vice President
TADEO E-COMMERCE CORP.
By:/s/Alexander Kalpaxis
-----------------------------
Alexander Kalpaxis, Vice President
<PAGE>
Exhibit to Schedule 13D
Tadeo E-Commerce Corp.
5 Hanover Square
New York, NY 10004
August 1, 1999
Tadeo Holdings, Inc.
5 Hanover Square
New York, New York 10004
RE: Shares of Series G Preferred Stock of Diplomat Direct Marketing
Corporation (the "Preferred Stock")
Gentlemen:
Please be advised that the undersigned agrees that Tadeo Holdings, Inc.
shall have full authority to make all decisions with respect to the voting and
disposition of both (i) the Preferred Stock and (ii) any shares of Common Stock
of Diplomat Direct Marketing Corporation (the "Common Stock") which may be
acquired by Tadeo E-Commerce Corp. upon conversion of the Preferred Stock.
In addition, the undersigned agrees that Tadeo Holdings, Inc. shall
have full authority to file, on our behalf, a Schedule 13D with respect to the
Preferred Stock and the Common Stock under the rules and regulations of the
Securities and Exchange Commission, as promulgated pursuant to the Securities
Exchange Act of 1934, as amended.
Sincerely,
Tadeo E-Commerce Corp.
By:/s/Alexander Kalpaxis
-----------------------------
Alexander Kalpaxis, Vice President
