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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TAKE TO AUCTION.COM, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
874052
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(CUSIP number)
ILIA LEKACH
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
11701 N.W. 101ST ROAD
MIAMI, FLORIDA 33178
(305) 889-1600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 16, 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 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 form 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 ("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 pages)
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CUSIP NO. 874052 SCHEDULE 13D PAGE 2 OF 8
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
E Com Ventures, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
a Florida corporation
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7 SOLE VOTING POWER
630,889
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
630,889
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
630,889
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%(1)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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(1) Based on a total of 7,300,000 shares of Common Stock outstanding as stated
in the Issuer's 424B3 dated June 15, 2000 and giving effect to the exercise
of warrants to purchase 200,000 shares of Common Stock.
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CUSIP NO. 874052 SCHEDULE 13D PAGE 3 OF 8
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.01 par value (the "Common
Stock"), of Take To Auction. Com, Inc, a Florida corporation. The principal
executive office of the issuer of such securities is located at 5555 Anglers
Avenue, Suite 16, Ft. Lauderdale FL. 33312.
ITEM 2. IDENTITY AND BACKGROUND
E Com Ventures, Inc. is a Florida corporation ("E Com" or the
"Reporting Person").
The address of E Com's principal office is 11701 N.W. 101 Road, Miami,
Florida 33178.
The principal business of E Com is cross marketing opportunities
between the Internet companies in which it has invested and its wholly-owned
subsidiary Perfumania, Inc., a perfume retailer and wholesaler.
The names, present principal occupation or employment and the name,
principal businesses and address of any corporation or other organization in
which such employment is conducted of all executive officers and directors of
the Reporting Person are listed on Schedule I hereto. All executive officers and
directors of the Reporting Person are citizens of the United States, except A.
Mark Young, a citizen of Jamaica.
Neither the Reporting Person nor any executive officer or director
thereof, has during the past five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither the Reporting Person nor any executive officer or director
thereof, has been during the past five years, 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Between June 13, 2000 and June 15, 2000, E Com purchased 430,889 shares
of Common Stock of Take To Auction.com, Inc. (the "Issuer"), of which (i)
250,000 shares of Common Stock were purchased for $2,000,000 in the Issuer's
initial public offering on June 19, 2000 with general working capital of E Com,
(ii) 138,889 shares of Common Stock were acquired through conversion on June 16,
2000 of a $1,000,000 Convertible Promissory Note of the Issuer and (iii) 42,000
shares were purchased in the open market with general working capital of E Com
as follows: 21,000 shares for $174,090 on June 13, 2000; 1,000 shares for $8,870
on June 14, 2000; 19,500 shares for $171,795 on June 15, 2000; 500 shares for
$4,410 on June 15, 2000. Pursuant to a warrant issued December 21, 1999, E Com
has the immediately exercisable right to purchase an additional 100,000 shares
of Issuer's Common Stock. Pursuant to a warrant issued March 9, 2000, E Com has
the immediately exercisable right to purchase an additional 100,000 shares of
Issuer's Common Stock. In addition (i) Zalman Lekach, a director of the
Reporting Person, purchased, with personal funds, 20,000 shares of Issuer's
Common Stock for $160,000 in the Issuer's initial public offering on June 19,
2000 and (ii) Jerome Falic, a director and President of the Reporting Person
purchased, with personal funds, 2,000 shares for $16,000 in the Issuer's initial
public offering on June 19, 2000. The Reporting Person disclaims beneficial
ownership of the shares purchased by Zalman Lekach and Jerome Falic.
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CUSIP NO. 874052 SCHEDULE 13D PAGE 4 OF 8
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ITEM 4. PURPOSE OF TRANSACTION
E Com, Zalman Lekach, and Jerome Falic acquired the Common Stock for
general investment purposes. E Com, and other individuals or entities that may
be deemed to be affiliates of the Reporting Person, have not yet determined if
they will acquire additional shares of the Issuer.
E Com and its officers and directors intend to review continuously
their investment in the Issuer and may enter into strategic alliances to
cross-market and cross-promote the entities. Depending on their evaluation of
the Issuer's business and prospects and future developments, the Reporting
Person, or other individuals or entities that may be deemed to be affiliates of
the Reporting Person, may from time to time purchase additional securities of
the Issuer, dispose of all or a portion of the securities held by such person,
or cease buying or selling shares. Any additional purchases of securities may be
in open market or privately negotiated transactions or otherwise.
Except as described in this Item 4, E Com, or other individuals or
entities that may be deemed to be affiliates of the Reporting Person, have no
present plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer (b) an extraordinary corporate
transaction such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries, (d) any change in the
present board of directors or management of the Issuer, (e) any material change
to the present capitalization or dividend policy of the Issuer, (f) any other
material change in the Issuer's business or corporate structure, (g) changes in
the Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person,
(h) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted on an inter-dealer
quotation system of a registered national securities association, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended, or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of shares of Common Stock of
the Issuer beneficially owned by the persons identified in Item 2 is as follows:
<TABLE>
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Aggregate Number Percentage
Beneficial Owner of Shares Beneficially Owned of Class
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<S> <C> <C>
E Com 630,889 8.4(1)
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Zalman Lekach(2) 20,000 0.3
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Jerome Falic(2) 2,000 (3)
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</TABLE>
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(1) Based on a total of 7,300,000 shares of Common Stock outstanding as stated
in the Issuer's 424B3 dated June 15, 2000 and giving effect to the exercise
of warrants to purchase 200,000 shares of Common Stock.
(2) The Reporting Person disclaims beneficial ownership in shares owned by the
named individual.
(3) Less than 1/10 of a percent.
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CUSIP NO. 874052 SCHEDULE 13D PAGE 5 OF 8
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(b) The number of shares of Common Stock as to which each person named
in paragraph (a) above has sole power to vote or direct the vote, shared power
to vote or to direct the vote, sole power to dispose or direct the disposition,
or shared power to dispose or direct the disposition is set forth in paragraph
(a) above under the heading "Aggregate Number of Shares Beneficially Owned."
(c) Between June 13, 2000 and June 15, 2000, E Com purchased 430,889
shares of Common Stock the Issuer, of which (i) 250,000 shares of Common Stock
at $8.00 per share were purchased in the Issuer's initial public offering on
June 19, 2000 with general working capital of E Com, (ii) 138,889 shares of
Common Stock at $7.20 per share were acquired through conversion of a
Convertible Promissory Note of the Issuer on June 16, 2000 and (iii) 42,000
shares were purchased in the open market with general working capital of E Com
as follows: 21,000 shares at $8.29 per share on June 13, 2000; 1,000 shares at
$8.87 per share on June 14, 2000; 19,500 shares at $8.81 per share on June 15,
2000; 500 shares at $8.82 per share on June 15, 2000. Pursuant to a warrant
issued December 21, 1999, E Com has the immediately exercisable right to
purchase an additional 100,000 shares of Issuer's Common Stock at the public
offering price less underwriters' commission. Pursuant to a warrant issued March
9, 2000, E Com has the immediately exercisable right to purchase an additional
100,000 shares of Issuer's Common Stock at the public offering price less
underwriters' commission.
Zalman Lekach purchased, with personal funds, 20,000 shares at $8.00
per share in the Issuer's initial public offering on June 19, 2000. Jerome Falic
purchased, with personal funds, 2,000 share at $8.00 per share in the Issuer's
initial public offering on June 19, 2000.
There have been no reportable transactions with respect to the Common
Stock of the Issuer within the last 60 days by the persons named in paragraph
(a) above except for the acquisition of beneficial ownership of shares being
reported on this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On December 21, 1999, E Com loaned $1,000,000 to the Issuer pursuant to
the terms of a related convertible promissory note (the "Note"). The principal
balance of the Note was payable on December 20, 2001, and interest, which
accrued at a rate of six percent per annum, was payable semi-annually on the
21st day of each June and December commencing June 21, 2000. During the
subscription period, which commenced on the effective date of Issuer's
registration statement relating to its initial public offerings (the
"Registration Statement") and expired fourteen days later, E Com had the right
to convert all of the principal amount of the Note into shares of the Issuer's
Common Stock at the conversion price per share equal to the Issuer's initial
public offering price, less the underwriters' commission. On June 16, 2000, E
Com converted the Note into 138,889 shares of Issuer's Common Stock.
On December 21, 1999, Issuer issued to E Com a warrant to purchase up
to 300,000 shares of the Issuer's Common Stock (the "Warrant"), subsequently
adjusted to 100,000 shares due to Issuer's one-for-three reverse stock split
occurring on May 4, 2000 at the conversion price per share equal to the Issuer's
initial public offering price, less the underwriters' commission. The Warrant is
exercisable in whole or in part at any time
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CUSIP NO. 874052 SCHEDULE 13D PAGE 6 OF 8
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commencing the business day immediately following the effective date of the
Registration Statement and expiring 5:00 p.m. Eastern Standard Time on June 12,
2001. The Warrant is subject to customary anti-dilution protections.
On March 9, 2000, E Com loaned an additional $1,000,000 to the Issuer
pursuant to the terms of a convertible promissory note (the "March Note"). The
terms of the March Note were identical to the Note, except that the principal
balance was payable on March 8, 2002 and interest was payable semi-annually on
the 9th day of each September and March commencing September 9, 2000. On June
16, 2000 Issuer prepaid the March Note.
On March 9, 1999, the Issuer issued to E Com an additional warrant to
purchase 300,000 warrants (the "March Warrant"), subsequently adjusted to
100,000 shares due to Issuer's one for three reverse stock split occurring on
May 4, 2000. The March Warrant is subject to the same terms as the Warrant
described above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Note and Warrant Purchase Agreement, Convertible Promissory Note and
Warrant between Take to Auction.com and E Com Ventures, Inc. dated December 21,
1999 incorporated by reference in Exhibit 10.12 to Amendment No. 3 to Issuer's
Form S-1 Reg. No. 333-91177.
2. Note and Warrant Purchase Agreement, Convertible Promissory Note and
Warrant between Take to Auction.com and E Com Ventures, Inc. dated March 9, 2000
incorporated by reference in Exhibit 10.13 to Amendment No. 3 to Issuer's Form
S-1 Reg. No. 333-91177.
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CUSIP NO. 874052 SCHEDULE 13D PAGE 7 OF 8
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 30, 2000
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(Date)
E COM VENTURES, INC.
By: /s/ A. Mark Young
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A. Mark Young, Chief Financial Officer
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).
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CUSIP NO. 874052 SCHEDULE 13D PAGE 8 OF 8
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SCHEDULE I
Unless otherwise indicated, the business address of each of the executive
officers and directors listed below is 11701 N.W. 101st Road, Miami, FL 33178
<TABLE>
<S> <C>
EXECUTIVE OFFICERS
NAME OFFICE AND ADDRESS OF EMPLOYMENT
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Ilia Lekach Chief Executive Officer
Jerome Falic President
Marc Finer President of the Retail Division
A. Mark Young Chief Financial Officer
Donovan Chin Chief Financial Officer of Perfumania, Inc. and Secretary
Claire Fair Vice President of Human Resources
DIRECTORS
PRESENT PRINCIPAL OCCUPATION AND
NAME ADDRESS OF EMPLOYMENT
---- ---------------------------------
Ilia Lekach Chairman of the Board and Chief Executive Officer of E Com
Jerome Falic Vice Chairman of the Board and President of E Com
Marc Finer President of the Retail Division of E Com
Donovan Chin Chief Financial Officer of Perfumania, Inc. and Secretary of E Com
Robert Pliskin Retired
Carole Ann Taylor President, Miami To Go, Inc.
1717 N. Bayshore Drive, #2700
Miami, FL 33132
Horacio Groisman Physician
1321 N.W. 14th Street
Miami, FL 33125
Zalman Lekach Chief Operating Officer, IFX Corporation
15050 NW 79 Ct.
Ste. 200
Miami Lakes, Florida 33016
</TABLE>
