<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 2000
REGISTRATION STATEMENT NO. 333-35580
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-3/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
E COM VENTURES, INC.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 65-0977964
------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
<TABLE>
<S> <C>
ILIA LEKACH
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
E COM VENTURES, INC. E COM VENTURES, INC.
11701 N.W. 101ST ROAD 11701 N.W. 101ST ROAD
MIAMI, FLORIDA 33178 MIAMI, FLORIDA 33178
(305) 889-1600 (305) 889-1600
----------------------------------------------------------------- ---------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, (Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices) Include Area Code, of Agent for Service)
</TABLE>
Copies of Communications to:
KENNETH C. HOFFMAN, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE, SUITE 2200
MIAMI, FLORIDA 33131
(305) 579-0500
(FACSIMILE) (305) 579-0717
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
--------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE AGGREGATE OFFERING AGGREGATE OFFERING REGISTRATION
TITLE OF SHARES TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) PRICE(2) FEE(2)
-------------------------------- ------------- ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share....... 9,308,562 $2.69 $25,040,032 $6,611
</TABLE>
(1) Represents (i) 200% of the number of shares of common stock that have been
converted upon exercise of the Registrant's Series C and Series D
Convertible Notes and to the extent not previously converted, assumes
conversion on June 14, 2000, for a total of 7,796,156 shares and (ii)
1,512,406 shares of common stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 under the Securities Act of 1933, as
amended. Calculated pursuant to Rule 457(c) based on the average high and
low sales price of the Common Stock as reported on the Nasdaq Stock Market
on July 5, 2000.
(3) Filing fee previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER OR SALE IS NOT PERMITTED.
<PAGE> 3
SUBJECT TO COMPLETION, DATED JULY 7, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
9,308,562 SHARES
E COM VENTURES, INC.
COMMON STOCK
The selling shareholders are offering up to 9,308,562 shares of our
common stock under this prospectus, of which 7,796,156 represents 200% of the
common stock that has been issued or may be issued upon conversion of our Series
C and Series D convertible notes. We will not receive proceeds from the sale of
common stock under this prospectus. Some of the selling shareholders have
acquired or will acquire their shares of common stock upon conversion of our
Series C convertible notes, dated March 9, 2000 and our Series D convertible
notes, dated March 27, 2000. Parlux Fragrances obtained its 1,512,406 shares of
common stock in August 1999 pursuant to the terms of a Stock Purchase Agreement,
dated August 13, 1999.
Our common stock is listed for trading on the Nasdaq National Market
under the symbol "ECMV." On July 5, 2000, the last reported sales price of our
common stock on the Nasdaq National Market was $2.75 per share.
-------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 2 TO READ ABOUT THE FACTORS YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-------------------
This prospectus is dated , 2000.
<PAGE> 4
PROSPECTUS SUMMARY
This summary highlights selected information and does not contain all
of the information that is important to you. We urge you to read the entire
prospectus carefully before you decide whether to buy our common stock.
You should pay special attention to the risks of investing in our common stock
discussed under "Risk Factors."
E COM VENTURES, INC.
OUR BUSINESS
We were incorporated in Florida and previously operated under the name
Perfumania, Inc. In order to provide greater flexibility for expansion, broaden
the alternatives available for future financing and generally provide for
greater administrative and operational flexibility, on February 1, 2000, we
reorganized into a holding company structure with E Com Ventures, Inc. ("ECOMV")
as the holding company and Perfumania as a wholly owned subsidiary.
We facilitate cross marketing and cross-promotional opportunities
between our member companies, e-commerce investments and our wholly owned
subsidiary, Perfumania, Inc. We support startups or existing B to B or B to C
companies with development strategies and financial support necessary to
introduce products and services into Internet businesses. Our Internet strategy
includes the internal development and operation of majority-owned subsidiaries
as well as taking strategic positions in other Internet related companies that
have demonstrated synergies with our core business, Perfumania, Inc. Our
strategy also envisions and promotes opportunities for synergistic business
relationships among the Internet companies within our portfolio.
Through Perfumania we are a leading specialty retailer and wholesale
distributor of a wide range of brand name and designer fragrances. As of April
29, 2000, we operated a chain of 268 retail stores specializing in the sale of
fragrances at discounted prices up to 60% below the manufacturer's suggested
retail prices. Our wholesale division distributes approximately 1,100 stock
keeping units of fragrances and related products to approximately 41 customers,
including national and regional chains and other wholesale distributors
throughout North America and overseas. We manage and own our wholesale business
and our retail business is managed and owned by Magnifique Parfumes and
Cosmetics, Inc., Perfumania's wholly owned subsidiary.
CORPORATE INFORMATION
We are a Florida corporation with our principal executive offices
located at 11701 N.W. 101st Road, Miami, Florida 33128. Our telephone number is
(305) 889-1600.
1
<PAGE> 5
RISK FACTORS
You should carefully consider the following risks before making an
investment decision. If any of the following risks occurs, our business,
financial condition or results of operations could be adversely affected. In
that case, the trading price of our common stock could decline, and you might
lose all or part of your investment.
WE MAY HAVE PROBLEMS RAISING THE MONEY NEEDED IN THE FUTURE.
Our growth strategy includes investment in and acquisition of Internet
related businesses. We may need to obtain funding to achieve our growth
strategy. Additional financing may not be available on acceptable terms if at
all. In order to obtain additional financing, we may be required to issue
securities with greater rights than those currently possessed by holders of our
common stock. We may also be required to take other actions which may lessen the
value of our common stock, including borrowing money on terms that are not
favorable to us.
OUR SUCCESS DEPENDS SIGNIFICANTLY ON INCREASED USE OF THE INTERNET BY BUSINESSES
AND INDIVIDUALS.
Our success depends significantly on increased use of the Internet for
advertising, marketing, providing services, and conducting business. Commercial
use of the Internet is currently at an early stage of development and the future
of the Internet is not clear. Our business strategy will suffer if commercial
use of the Internet fails to grow in the future.
OUR STRATEGY OF EXPANDING OUR BUSINESS THROUGH ACQUISITIONS AND INVESTMENTS IN
OTHER BUSINESSES AND TECHNOLOGIES PRESENTS SPECIAL RISKS.
We intend to expand through the acquisition of and investment in other
businesses. Acquisitions involve a number of special problems, including:
o difficulty integrating acquired technologies, operations, and
personnel with our existing business;
o diversion of management's attention in connection with both
negotiating the acquisitions and integrating the assets;
o the need to incur additional debt;
o strain on managerial and operational resources as management
tries to oversee larger operations; and
o exposure to unforeseen liabilities of acquired companies.
We may not be able to successfully address these problems. Moreover,
our future operating results will depend to a significant degree on our ability
to successfully manage growth and integrate acquisitions. In addition, many of
our investments will be in early-stage companies with limited operating
histories and limited or no revenues. We may not be able to successfully develop
these young companies.
IF THE UNITED STATES OR OTHER GOVERNMENTS REGULATE THE INTERNET MORE CLOSELY,
OUR BUSINESS MAY BE HARMED.
Because of the Internet's popularity and increasing use, new laws and
regulations may be adopted. These laws and regulations may cover issues such as
privacy, pricing, taxation and content. The enactment of any additional laws or
regulations may impede the growth of the Internet and our Internet-related
business and could place additional financial burdens on our business.
TO SUCCEED, WE MUST RESPOND TO THE RAPID CHANGES IN TECHNOLOGY AND DISTRIBUTION
CHANNELS RELATED TO THE INTERNET.
The markets for our Internet products and services are characterized
by:
o rapidly changing technology;
o evolving industry standards;
o frequent new product and service introductions;
2
<PAGE> 6
o shifting distribution channels; and
o changing customer demands.
Our success will depend on our ability to adapt to this rapidly
evolving marketplace. We may not be able to adequately adapt our products and
services or to acquire new products and services that can compete successfully.
WE ARE SUBJECT TO INTENSE COMPETITION.
The market for Internet products and services is highly competitive.
Moreover, the market for Internet products and services lacks significant
barriers to entry, enabling new businesses to enter this market relatively
easily. Competition in the market for Internet products and services may
intensify in the future. Numerous well-established companies and smaller
entrepreneurial companies are focusing significant resources on developing and
marketing products and services that will compete with our products and
services. In addition, many of our current and potential competitors have
greater financial, technical, operational, and marketing resources. We may not
be able to compete successfully against these competitors in developing our
services. Competitive pressures may also force prices for Internet goods and
services down and such price reductions may affect our potential future revenue.
FUTURE GROWTH MAY PLACE STRAINS ON OUR MANAGERIAL, OPERATIONAL AND FINANCIAL
RESOURCES.
If we grow as expected, a significant strain on our managerial,
operational and financial resources may occur. Further, as the number of our
users, advertisers and other business partners grows, we will be required to
manage multiple relationships with various customers, strategic partners and
other third parties. Future growth or increase in the number of our strategic
relationships will strain our managerial, operational and financial resources,
inhibiting our ability to achieve the rapid execution necessary to successfully
implement our business plan. In addition, our future success will also depend on
our ability to expand our sales and marketing organization and our support
organization commensurate with the growth of our business and the Internet.
PERFUMANIA'S BUSINESS IS SUBJECT TO SEASONAL FLUCTUATIONS, WHICH COULD LEAD TO
FLUCTUATIONS IN OUR STOCK PRICE.
The operation of Perfumania has historically experienced higher sales
in the third and fourth fiscal quarters than in the first and second fiscal
quarters. People increase their purchases of fragrances as gift items during the
Christmas holiday season which results in significantly higher fourth fiscal
quarter retail sales. If our quarterly operating results are below the
expectations of stock market analysts, our stock price would likely decline. Our
quarterly results may also vary as a result of the timing of new store openings,
net sales contributed by new stores and fluctuations in comparable sales of
existing stores. Sales levels of new and existing stores are affected by a
variety of factors, including the retail sales environment, the level of
competition, the effect of marketing and promotional programs, acceptance of new
product introductions, adverse weather conditions and general economic
conditions.
PERFUMANIA MAY EXPERIENCE SHORTAGES OF THE MERCHANDISE IT NEEDS BECAUSE IT DOES
NOT HAVE LONG-TERM AGREEMENTS WITH SUPPLIERS.
Perfumania's success depends to a large degree on our ability to
provide an extensive assortment of brand name and designer fragrances.
Perfumania has no long-term purchase contracts or other contractual assurance of
continued supply, pricing or access to new products. While we believe that
Perfumania has good relationships with its vendors, if Perfumania is unable to
obtain merchandise from one or more key vendors on a timely basis, or if there
is a material change in Perfumania's ability to obtain necessary merchandise,
our results of operations could be seriously harmed.
PERFUMANIA MAY NOT BE ABLE TO OBTAIN THE FUNDS NEEDED UNDER ITS LINE OF CREDIT
TO OPERATE ITS BUSINESS.
As discussed above, Perfumania's sales and operating results fluctuate
by season, like many specialty retailers. Perfumania's line of credit funds
inventory purchases and supports new retail store openings. Any future
limitation on its borrowing ability and access to financing could limit the
opening of new stores and obtaining
3
<PAGE> 7
merchandise on satisfactory terms. On May 12, 2000, Perfumania entered into a
three-year senior secured credit facility with GMAC Commercial Credit LLC that
provides for borrowings of up to $40 million. Advances under the line of credit
are based on a formula of eligible inventories and will bear interest at the
lender's prime rate for the first six months of the term. After the first six
months, the interest rate will be adjusted on a quarterly basis and will vary
based on a formula set forth in the credit agreement. Advances will be secured
by a first lien on all assets of Perfumania and assignment of life insurance
policies on two of our officers. The line contains limitations on additional
borrowings, capital expenditures and other items and contains various financial
covenants including net worth and fixed charges coverage. The new credit
facility replaces the LaSalle National Bank credit facility, which expired on
May 31, 2000.
PERFUMANIA'S PRESIDENT AND KEY PERSONNEL ARE CRITICAL TO OUR BUSINESS, AND THESE
KEY PERSONNEL MAY NOT REMAIN WITH PERFUMANIA IN THE FUTURE.
Jerome Falic, Perfumania's President, is primarily responsible for its
merchandise purchases. He has developed strong, reliable relationships with
suppliers and customers of Perfumania's wholesale division in the United States,
Europe, Asia and South America. The loss of his service or any of Perfumania's
other current executive officers could seriously harm us.
PERFUMANIA NEEDS TO SUCCESSFULLY MANAGE ITS GROWTH IN ORDER FOR THE ADDITION OF
OUR NEW STORES TO BE PROFITABLE.
Even though Perfumania has grown significantly in the past several
years, it may not be able to sustain the growth in the number of retail stores
and revenues that it has achieved historically. Perfumania's growth is
dependent, in large part, upon opening and operating new retail stores on a
profitable basis, which in turn is subject to, among other things, securing
suitable store sites on satisfactory terms, hiring, training and retaining
qualified management and other personnel, having adequate capital resources and
successfully integrating new stores into existing operations. It is possible
that Perfumania's new stores will not achieve sales and profitability comparable
to existing stores, and it is possible that the opening of new locations will
adversely effect sales at existing locations.
PERFUMANIA COULD BE SUBJECT TO LITIGATION BECAUSE OF THE MERCHANDISING ASPECT OF
ITS BUSINESS.
Some of the merchandise Perfumania purchases from suppliers is
manufactured by entities who are not the owners of the trademarks or copyrights
for the merchandise. This practice is common in the fragrance and cosmetics
business. The owner of a particular trademark or copyright may challenge
Perfumania to demonstrate that the specific merchandise was produced and sold
with the proper authority and if Perfumania is unable to demonstrate this, it
could, among other things, be restricted from reselling the particular
merchandise. This type of restriction could seriously harm Perfumania's business
and results of operations.
4
<PAGE> 8
FORWARD LOOKING STATEMENTS
Some of the statements in this prospectus, including those that contain
the words "anticipate," "believe," "plan," "estimate," "expect," "should,"
"intend" and other similar expressions, are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Those
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
ECOMV or its industry to be materially different from any future results,
performance or achievements expressed or implied by those forward-looking
statements. Those factors include, among other things, those risks identified in
"Risk Factors." You should carefully consider the risks described in this
prospectus.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of any of the
securities being offered by the selling shareholders under this prospectus.
Expenses expected to be incurred by us in connection with this offering
are estimated to be approximately $35,000.
5
<PAGE> 9
SELLING SHAREHOLDERS
The following table provides information regarding the beneficial
ownership of the common stock by the selling shareholders as of June 14, 2000
and as adjusted to reflect the sale of all of their shares. The selling
shareholders either (a) obtained their shares of common stock pursuant to the
Stock Purchase Agreement, dated August 31, 1999, (b) obtained Series C
Convertible Notes which are convertible into common stock pursuant to the terms
of the Securities Purchase Agreement, dated March 9, 2000, or (c) Series D
Convertible Notes which are convertible into common stock pursuant to the terms
of the Securities Purchase Agreement, dated as of March 27, 2000. No selling
shareholder has had any position, office or other material relationship with
ECOMV within the past three years, other than as listed in the footnotes. The
selling shareholders are participating in this offering pursuant to contractual
registration rights granted to the selling shareholders in connection with the
Stock Purchase Agreement and Securities Purchase Agreements. In connection with
the Stock Purchase Agreement and the Securities Purchase Agreements, we have
agreed to file and maintain the effectiveness of the registration statement of
which this prospectus forms a part and to pay all fees and expenses incident to
the registration of this offering, including all registration and filing fees,
all fees and expenses of complying with state blue sky or securities laws, all
costs of preparation of the registration statement and fees and disbursements of
our counsel and independent public accountants.
<TABLE>
<CAPTION>
Number of
$ of shares issued $ of Number of
Series C when Series D shares issued
Convertible converted Convertible when
Notes or issuable Notes converted
purchased assuming purchased or issuable
Shares under conversion under assuming
acquired in Securities of the Securities conversion
Purchase Purchase Series C Purchase of Series D Ownership
Agreement, Agreement, Convertible Agreement, Convertible of
dated dated Notes on dated Notes on Shares(2)
NAME AND ADDRESS OF August 31, March 9, June 14, March 27, June 14, ---------------------------
BENEFICIAL OWNER 1999 2000 2000(1) 2000 2000(1) Shares(3)(4) Percentage(5)
----------------------------------- ----------- ---------- ----------- ------------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
S. Robert Productions, LLC(9)...... 0 $ 250,000 106,383 $ 0 0 497,677 4.9
666 Dundee Road
Suite 1901
Northbrook, IL 60062
Cranshire Capital, L.P.(10)........ 0 1,750,000 744,681 2,000,000 851,064 497,677 4.9
c/o Downsview Capital, Inc.
666 Dundee Road
Suite 1901
Northbrook, IL 60062
EP Opportunity Fund, L.L.C(11)..... 0 0 0 469,000 218,985 1,016,195 9.9
77 West Wacker Drive
Chicago, IL 60601
EP Opportunity Fund
International, Ltd.(12)......... 0 0 0 31,000 14,475 1,016,195 9.9
77 West Wacker Drive
Chicago, IL 60601
The dotCom Fund, LLC(13)........... 0 1,250,000 531,915 2,000,000 851,064 1,042,436 9.9
c/o Minamax, LLC
666 Dundee Road
Suite 1901
Northbrook, IL 60062
EP.com Fund, LLC(14)............... 0 600,000 280,151 400,000 186,768 1,016,195 9.9
77 West Wacker Drive
Chicago, IL 60601
EP.com Fund International,
Ltd.(15)........................ 0 150,000 70,038 0 0 1,016,195 9.9
77 West Wacker Drive
Chicago, IL 60601
EURAM Cap Strat. "A" Fund
Limited(16)..................... 0 0 0 100,000 42,554 497,677 4.9
c/o JMJ Capital, Inc.
666 Dundee Road
Suite 1901
Northbrook, IL 60062
Parlux Fragrances(17).............. 1,512,406 0 0 0 0 1,512,406 15.4
3725 S.W. 30th Avenue
Ft. Lauderdale, FL 33312
--------- ---------- --------- ---------- --------- --------- ----
Total..................... 1,512,406 $4,000,000 1,733,168 $5,000,000 2,164,910 8,112,653
========= ========== ========= ========== ========= =========
</TABLE>
<TABLE>
<CAPTION>
Number
of
Shares of
Series C
and
Series D Ownership
issued when After
converted or Number of the
Assuming Shares Offering(8)
NAME AND ADDRESS OF Conversion Registered ---------------------
BENEFICIAL OWNER (6) (7) Shares Percentage
----------- ---------- ------- ----------
<S> <C> <C> <C> <C>
S. Robert Productions, LLC(9)....... 106,383 212,766 509,776 4.9%
666 Dundee Road
Suite 1901
Northbrook, IL 60062
Cranshire Capital, L.P.(10)......... 1,595,745 3,191,490 509,776 4.9
c/o Downsview Capital, Inc.
666 Dundee Road
Suite 1901
Northbrook, IL 60062
EP Opportunity Fund, L.L.C(11)...... 218,985 437,970 227,759 2.2
77 West Wacker Drive
Chicago, IL 60601
EP Opportunity Fund
International, Ltd.(12).......... 14,475 28,950 227,759 2.2
77 West Wacker Drive
Chicago, IL 60601
The dotCom Fund, LLC(13)............ 1,382,979 2,765,958 902,863 8.2
c/o Minamax, LLC
666 Dundee Road
Suite 1901
Northbrook, IL 60062
EP.com Fund, LLC(14)................ 466,919 933,838 227,759 2.2
77 West Wacker Drive
Chicago, IL 60601
EP.com Fund International,
Ltd.(15)......................... 70,038 140,076 227,759 2.2
77 West Wacker Drive
Chicago, IL 60601
EURAM Cap Strat. "A" Fund
Limited(16)...................... 42,554 85,108 509,776 4.9
c/o JMJ Capital, Inc.
666 Dundee Road
Suite 1901
Northbrook, IL 60062
Parlux Fragrances(17)............... 0 1,512,406 0 0
3725 S.W. 30th Avenue
Ft. Lauderdale, FL 33312
--------- --------- --------- --------
Total...................... 3,898,078 9,308,562 3,343,227
========= ========= =========
</TABLE>
6
<PAGE> 10
-------------------
* Less than 1%.
(1) To the extent such notes have not already been converted, assumes a
conversion price of $2.35, determined as if conversion occurred on June 14,
2000 pursuant to the terms of the convertible notes.
(2) Under the Series C and D Convertible Notes, S. Robert Productions, LLC,
Cranshire Capital, L.P. and EURAM Cap Strat. "A" Fund are prohibited from
converting the Series C and D Convertible Notes to the extent such
conversion would cause such selling shareholder's beneficial ownership of
our common stock to exceed 4.9% of the outstanding shares of common stock,
and EP Opportunity Fund, L.L.C., EP Opportunity Fund International, Ltd.,
The dotCom Fund, LLC, EP.com Fund LLC and EP.com Fund International, Ltd.
are prohibited from converting the Series C and D Convertible Notes to the
extent such conversion would cause such selling shareholder's beneficial
ownership in our common stock to exceed 9.9% of the outstanding shares of
common stock.
(3) Total shares including shares acquired pursuant to the following
agreements, taking into account contractual restrictions (i) Stock Purchase
Agreement, dated August 31, 1999, with Parlux, (ii) Securities Purchase
Agreement, dated April 28, 1999, for the Series A convertible notes, (iii)
Securities Purchase Agreement, dated July 9, 1999, for the Series B
convertible notes, (iv) Securities Purchase Agreement, dated March 9, 2000,
for the Series C convertible notes, (v) Securities Purchase Agreement,
dated March 27, 2000 for the Series D convertible notes, (vi) stock
purchased in the open market or through prior private placements, and (vii)
shares deemed to be beneficially owned as part of a control group.
(4) Due to the affiliation of Mr. Kopin, S. Robert Productions, LLC, Cranshire
Capital, L.P. and EURAM Cap Strat. "A" Fund Limited are in the same control
group. Due to the affiliation of Jeffrey Eisenberg, EP Opportunity Fund,
L.L.C., EP Opportunity Fund International, Ltd., EP.com Fund L.L.C. and
EP.com Fund International, Ltd. are in the same control group.
(5) Based on 9,794,224 shares issued and outstanding on June 14, 2000, and for
each selling shareholder, if applicable, the shares of common stock issued
upon conversion of such shareholder's Series A, B, C and D Convertible
Notes, to the extent contractually permitted.
(6) Assumes no contractual restriction on conversion.
(7) Includes 200% (due to contractual obligations) of the common stock issued
or issuable upon conversion of the Series C convertible notes and Series D
convertible notes despite any conversion restrictions.
(8) Assumes sale of all of the shares beneficially owned by such selling
shareholder and subsequent conversion of any remaining portion of the note
at the June 14, 2000 conversion price, to the extent contractually
permitted.
(9) S. Robert Productions, LLC is a limited liability company whose manager is
Mitchell P. Kopin.
(10) Cranshire Capital, L.P. is a limited partnership whose general partner is
Downsview Capital, Inc., a corporation whose president is Mitchell P.
Kopin.
(11) EP Opportunity Fund, L.L.C. is a limited liability company whose manager is
Eisenberg Partners, L.L.C., a limited liability company whose manager is
Jeffrey Eisenberg.
(12) EP Opportunity Fund International, Ltd., is a foreign company whose
investment manager is Eisenberg Partners, L.L.C. a limited liability
company whose manager is Jeffrey Eisenberg.
(13) The dotCom Fund, LLC is a limited liability company whose manager is
Minamax, LLC, a limited liability company whose manager is Mark Rice.
(14) EP.com Fund, L.L.C. is a limited liability company whose manager is
Eisenberg Partners, L.L.C., a limited liability company whose manager is
Jeffrey Eisenberg.
(15) EP.com Fund International, Ltd., is a foreign company whose investment
manager is Eisenberg Partners, L.L.C., a limited liability company whose
manager is Jeffrey Eisenberg.
(16) EURAM Cap Strat. "A" Fund Limited is a Cayman Island exempted company whose
investment manager is JMJ Capital, Inc., a corporation whose president is
Mitchell P. Kopin.
(17) Parlux Fragrances, Inc. is a public company engaged in the manufacture of
fragrances. Ilia Lekach, our Chairman of the Board and Chief Executive
Officer, and one of our principal shareholders, is the Chairman of the
Board of Parlux. During the fiscal year ended January 29, 2000 we purchased
approximately $30 million of merchandise from Parlux, representing
approximately 21.6% of our total purchases. We believe that our purchases
of merchandise from Parlux, were, except for credit terms, on terms no less
favorable to us than could reasonably be obtained in arm's length
transactions with independent third parties. On August 31, 1999 we entered
into a stock purchase agreement with Parlux. The agreement calls for the
transfer of 1,512,406 shares of our treasury stock to Parlux in
consideration for a partial reduction of our outstanding trade indebtedness
balance of approximately $4.5 million. The transfer price was based on a
per share price of $2.98, which approximates 90% of the closing price on
our common stock for the previous 20 business days. Pursuant to this
agreement the parties entered into a registration rights agreement dated
August 31, 1999, which grants Parlux demand registration rights.
7
<PAGE> 11
PLAN OF DISTRIBUTION
GENERAL
TRANSACTIONS. The selling shareholders may offer and sell their shares
of common stock in one or more of the following transactions:
o on the Nasdaq National Market,
o in the over-the-counter market,
o in negotiated transactions, or
o in a combination of any of these transactions.
PRICES. The selling shareholders may sell their shares of common stock
at any of the following prices:
o fixed prices which may be changed,
o market prices prevailing at the time of sale,
o prices related to prevailing market prices, or
o negotiated prices.
DIRECT SALES; AGENTS, DEALERS AND UNDERWRITERS. The selling
shareholders may effect transactions by selling the shares of common stock in
any of the following ways:
o directly to purchasers, or
o to or through agents, dealers or underwriters designated from
time to time.
Agents, dealers or underwriters may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling shareholders
and/or the purchasers of shares for whom they act as agent or to whom they sell
as principals, or both. The selling shareholders and any agents, dealers or
underwriters that act in connection with the sale of shares might be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any discount or commission received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts or commissions
under the Securities Act.
SUPPLEMENTS. To the extent required, we will set forth in a supplement
to this prospectus filed with the SEC the number of shares to be sold, the
purchase price and public offering price, the name or names of any agent, dealer
or underwriter, and any applicable commissions or discounts with respect to a
particular offering.
STATE SECURITIES LAW. Under the securities laws of some states, the
selling shareholders may only sell the shares in those states through registered
or licensed brokers or dealers. In addition, in some states the selling
shareholders may not sell the shares unless they have been registered or
qualified for sale in that state or an exemption from registration or
qualification is available and is satisfied.
EXPENSES; INDEMNIFICATION. We will not receive any of the proceeds from
the sale of the shares of common stock sold by the selling shareholders and will
bear all expenses related to the registration of this offering but will not pay
for any underwriting commissions, fees or discounts, if any. We will indemnify
the selling shareholders against some civil liabilities, including some
liabilities which may arise under the Securities Act.
8
<PAGE> 12
LEGAL MATTERS
Greenberg Traurig, P.A., of Miami, Florida, has passed upon the
validity of the issuance of our shares of common stock offered in this
prospectus.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K of E Com Ventures, Inc. for the
year ended January 29, 2000 have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, independent certified public accountants, given
on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document that we file
at the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may also inspect our filings at the regional offices of the SEC
located at 7 World Trade Center, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings are also available to the public at the SEC's
web site at http://www.sec.gov. You can also inspect reports and other
information we file at the offices of The Nasdaq Stock Market, Inc., 1735 K
Street, Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" some of the documents
that we file with it into this prospectus, which means:
o incorporated documents are considered part of this prospectus;
o we can disclose important information to you by referring you
to those documents; and
o information that we file with the SEC will automatically
update and supersede this incorporated information.
We incorporate by reference the documents listed below, which were
filed with the SEC under the Securities Exchange Act of 1934:
o our annual report on Form 10-K, as amended on Form 10-K/A, for
the fiscal year ended January 29, 2000;
o our quarterly report on Form 10-Q for the quarterly period
ended April 29, 2000;
o our current reports on Form 8-K dated February 1, 2000 and
April 4, 2000, each as subsequently amended; and
o the description of our common stock contained in our
registration statement on Form S-1 (file number 333-80525).
We also incorporate by reference each of the following documents that
we will file with the SEC after the date of this prospectus:
o any reports filed under Sections 13(a) and (c) of the
Securities Exchange Act;
o definitive proxy or information statements filed under Section
14 of the Securities Exchange Act in connection with any
subsequent stockholders' meetings; and
9
<PAGE> 13
o any reports filed under Section 15(d) of the Securities
Exchange Act.
You should assume that the information appearing in this prospectus is
accurate as of the date of this prospectus only. Our business, financial
position and results of operations may have changed since that date. You may
request a copy of any filings referred to above (excluding exhibits), at no
cost, by contacting us at the following address:
Judy Hilsenrath
Investor Relations
E Com Ventures, Inc.
11701 N.W. 101st Road
Miami, Florida 33178
(305) 889-1600
10
<PAGE> 14
===============================================================================
-------------------------------------------------------------------------------
NO DEALER, SALES PERSON OR ANY OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
-----------------
TABLE OF CONTENTS
PAGE
Prospectus Summary..........................................................1
Risk Factors................................................................2
Forward Looking Statements..................................................5
Use of Proceeds.............................................................5
Selling Shareholders........................................................6
Plan of Distribution........................................................8
Legal Matters...............................................................9
Experts.....................................................................9
Where You Can Find More Information.........................................9
-------------------------------------------------------------------------------
===============================================================================
===============================================================================
-------------------------------------------------------------------------------
9,308,562 SHARES
E COM VENTURES, INC.
COMMON STOCK
-------------------
PROSPECTUS
-------------------
__, 2000
-------------------------------------------------------------------------------
===============================================================================
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (1)
The following table sets forth the costs and expenses (subject to
future contingencies) incurred or expected to be incurred by the Registrant in
connection with the offering. The Registrant has agreed to pay all the costs
and expenses of this offering.
Securities and Exchange Commission Registration Fee............... $ 7,415
Accounting Fees and Expenses...................................... 10,000
Legal Fees and Expenses........................................... 15,000
Printing Expenses................................................. 1,500
Miscellaneous..................................................... 1,085
---------
Total.................................................... $ 35,000
=========
---------------------
(1) The amounts set forth above, except for the SEC fee which was paid in
connection with the filing of the Registration Statement on Form S-3,
filed April 25, 2000 (File No. 333-35580), are in each case estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided in such statute. The Registrant's Articles of Incorporation provide
that the Registrant may indemnify its executive officers and directors to the
fullest extent permitted by law whether now or hereafter.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for (a) violations of
the criminal law, unless the director had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (b) deriving an improper personal benefit from a transaction; (c)
voting for or assenting to an unlawful distribution; and (d) willful misconduct
or a conscious disregard for the best interests of the Registrant in a
proceeding by or in the right of the Registrant to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. The statute does
not affect a director's responsibilities under any other law, such as the
federal securities laws or state or federal environmental laws.
ITEM 16. EXHIBITS
EXHIBITS DESCRIPTION
5.1 Opinion of Greenberg Traurig, P.A.(1)
10.14 Stock Purchase Agreement, dated as of August 31, 1999 by
and among Parlux Fragrances, Inc. and
Perfumania, Inc.(1)
10.15 Securities Purchase Agreement, dated as of March 9, 2000,
between the Registrant and the investors set forth therein(1)
II-1
<PAGE> 16
EXHIBITS DESCRIPTION
10.16 Securities Purchase Agreement, dated as of March 27, 2000,
between the Registrant and the investors set forth therein(1)
23.1 Consent of Greenberg Traurig, P.A. (contained in
exhibit 5.1)(1)
23.2 Consent of PricewaterhouseCoopers LLP(2)
24.1 Power of Attorney (filed with the signature page)(1)
--------------
(1) Incorporated by reference to an exhibit with the same number filed in our
Registration Statement on Form S-3, filed on April 25, 2000 (File No.
333-35580)
(2) Filed herewith
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;"
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
II-2
<PAGE> 17
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami, State of Florida, on the 7th day of July,
2000.
E COM VENTURES, INC.
By: /s/ Ilia Lekach
------------------------------------------
Ilia Lekach
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment No.
1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Ilia Lekach Chairman of the Board and Chief Executive July 7, 2000
---------------------------------------- Officer (Principal Executive Officer)
Ilia Lekach
/s/ Jerome Falic* President and Vice Chairman of the Board July 7, 2000
----------------------------------------
Jerome Falic
/s/ A. Mark Young Chief Financial Officer (Principa July 7, 2000
---------------------------------------- Financial and Accounting Officer)
A. Mark Young
/s/ Donovan Chin* Director July 7, 2000
----------------------------------------
Donovan Chin
/s/ Robert Pliskin* Director July 7, 2000
----------------------------------------
Robert Pliskin
Director
----------------------------------------
Carole Ann Taylor
/s/ Horatio Groisman, M.D.* Director July 7, 2000
----------------------------------------
Horatio Groisman, M.D.
/s/ Zalman Lakach* Director July 7, 2000
----------------------------------------
Zalman Lakach
*By: /s/ Ilia Lekach Attorney-in-fact July 7, 2000
-----------------------------------
Ilia Lekach
</TABLE>
II-4
<PAGE> 19
EXHIBIT INDEX
NUMBER DESCRIPTION
------ -----------
5.1 Opinion of Greenberg Traurig, P.A.(1)
10.14 Stock Purchase Agreement, dated as of August 31, 1999 by
and among Parlux Fragrances, Inc. and
Perfumania, Inc.(1)
10.15 Securities Purchase Agreement, dated as of March 9, 2000,
between the Registrant and the investors set forth therein(1)
10.16 Securities Purchase Agreement, dated as of March 27, 2000,
between the Registrant and the investors set forth therein(1)
23.1 Consent of Greenberg Traurig, P.A. (contained in
exhibit 5.1)(1)
23.2 Consent of PricewaterhouseCoopers LLP(2)
24.1 Power of Attorney (filed with the signature page)(1)
--------------
(1) Incorporated by reference to an exhibit with the same number filed in our
Registration Statement on Form S-3, filed on April 25, 2000 (File No.
333-35580)
(2) Filed herewith
