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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SUITE 101.COM, INC.
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(Name of Issuer)
COMMON STOCK $.01 PAR VALUE
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(Title of Class of Securities)
865073 10 0
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(CUSIP Number)
JULIE M. BRADSHAW
1122 MAINLAND STREET - SUITE 390
VANCOUVER, B.C., CANADA V6B 5L1
604-682-1400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 10, 1998
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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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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<TABLE>
<CAPTION>
CUSIP NO. 865073 10 0
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
1. Name of Reporting Person Julie M. Bradshaw
S.S. or IRS Identification No. of
Above Person Not Required
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2. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X]
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3. SEC Use Only
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4. Source of Funds PF
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5. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) Not Applicable
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6. Citizenship or Place of Organization Canada
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Number of Shares Beneficially Owned by
Reporting Person:
7) Sole Voting
Power 807,571
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8) Shared Voting
Power -0-
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9) Sole Dispositive
Power 807,571
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10) Shared
Despositive
Power -0-
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11. Aggregate Amount Beneficially
Owned By Each Reporting Person 807,571
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12. Check if the Aggregate Amount in
Row (11) Excludes Certain Shares Not Applicable
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13. Percent of Class Represented by
Amount in Row (11) 8.0%
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14. Type of Reporting Person IN
</TABLE>
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is
shares of common stock, par value $.001 per share (the "Shares"), of
Suite101.com, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 1122 Mainland Street, Suite 390,
Vancouver, British Columbia, Canada V6B 5L1
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Julie M. Bradshaw ("Ms. Bradshaw").
Ms. Bradshaw is a citizen of Canada with an address at 1122 Mainland Street,
Suite 390, Vancouver, B.C., Canada V6B 5L1. Ms. Bradshaw, a co-founder of i5ive
communications, inc. ("i5ive"), has been a Director of i5ive since April 1996
and is currently the Managing Director of Real World Relations. Prior thereto
she attended the University of Paris, Sorbonne and the University of British
Columbia. In 1992, Ms. Bradshaw earned her B.A. degree from the University of
British Columbia with a major in French Literature. Ms. Bradshaw is the daughter
of Peter L. Bradshaw, the President and a Director of the Company and i5ive.
Ms. Bradshaw has not, during the last five years (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been 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.
The purchase price for the Shares was nominal consideration as an
inducement for entering into the transaction.
ITEM 4. PURPOSE OF TRANSACTION.
On December 10, 1998, pursuant to an agreement effective
October 30, 1998, the Company completed a transaction with i5ive. In the
transaction, the Company issued an aggregate of 3,405,622 shares of Common Stock
(after reflecting a 1-for-6 reverse stock split of the Company's outstanding
shares), to Northfield Capital Corporation and 284085 B.C. Ltd., the former
shareholders of i5ive, in exchange for all of the outstanding shares of i5ive.
In addition, concurrently with the closing of the transaction, Ms. Bradshaw,
Sunny Hirai, Northfield Capital Corporation and two i5ive management employees,
acquired from Benitz & Partners Limited, a principal stockholder of the Company,
an aggregate of 2,500,000 shares of Common Stock. Ms.
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Bradshaw acquired 807,571 of such shares. On the closing of the transaction,
Peter L. Bradshaw, Ms. Bradshaw, and Mr. Hirai, officers and Directors of
i5ive, were elected Directors of the Company and the Company's three
Directors prior to the closing resigned. As a consequence of the
transactions, Northfield Capital Corporation, 284085 B.C. Ltd., Ms. Bradshaw
and Mr. Hirai hold an aggregate of 5,610,340 shares of the Company's
outstanding Common Stock or approximately 55.8% of the shares outstanding.
Ms. Bradshaw is not acting as part of a "group", as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, with such
persons with respect to acquiring, holding or disposing of the Shares.
The purpose or purposes of the acquisition of the Shares by Ms.
Bradshaw was a passive investment. Depending on market conditions and other
factors, Ms. Bradshaw may acquire additional Shares as it deems appropriate,
whether in open market purchases, privately negotiated transactions or
otherwise. Ms. Bradshaw also reserves the right to dispose of some or all of its
Shares in the open market, in privately negotiated transactions to third parties
or otherwise.
As of the date hereof, except as described herein, Ms. Bradshaw does
not have any plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present board of directors or management of the Company including any plans or
proposals to change the number of term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's Certificate of
Incorporation or other actions which may impede the acquisition of control of
the Company by any person; (h) causing a class of securities of the Company to
be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or (j) any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 10, 1998, Ms. Bradshaw holds beneficially
the following securities of the Company.
<TABLE>
<CAPTION>
Percentage of shares of Common
Title of security Amount Stock (1)
- ----------------------- -----------------------------------------------------
<S> <C> <C>
Common Stock 807,571 8.0%
</TABLE>
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(1) Calculated in accordance with Rule 13d-3.
(b) Ms. Bradshaw has the sole power to vote or to
direct the vote of the Shares held by her and has the sole power to dispose
or to direct the disposition of the Shares held by her.
(c) None
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: December 22, 1998
/s/ JULIE M. BRADSHAW
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Julie M. Bradshaw
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