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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
SWWT, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
870534104
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(CUSIP Number)
Walter Carozza
East River Ventures II, L.P.
New York, New York 10022
(212) 644-2322
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Mark C. Smith, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
April 24, 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 the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format 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.
(Continued on following pages)
(Page 1 of 7 pages)
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CUSIP No. 870534104 13D Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
East River Ventures II, LP
13-4075197
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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
Private
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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
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NUMBER OF 7 SOLE VOTING POWER
SHARES 10,141,263(1)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 10,141,263(1)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,141,263(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.5%
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14 TYPE OF REPORTING PERSON
Limited Partnership
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(1) Represents shares of Common Stock, par value $0.001 per share. In
connection with the merger of E-Newco, Inc. into ENWC Acquisition,
Inc., a wholly owned subsidiary of SWWT, Inc., the reporting person was
issued shares of Series B Preferred Stock, par value $.001 per share of
SWWT, Inc. The shares of Series B Preferred Stock will automatically
convert into shares of Common Stock of SWWT, Inc. following the
approval by the stockholders of SWWT, Inc. of the requisite increase to
the amount of authorized Common Stock and the receipt by SWWT, Inc. of
additional equity financing of at least $15.0 million.
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Page 3 of 7 Pages
Item 1. Security and Issuer.
The title of the class of equity securities to which this Statement on
Schedule 13D (this "Statement") relates is the common stock, par value $0.001
per share (the "Common Stock"), of SWWT, Inc., a Delaware corporation ("SWWT").
The principal executive offices of the Company are located at 3492 W. 109th
Circle, Westminster, Colorado 80030.
The shares of Common Stock that are subject to this Statement are
issuable upon conversion of the shares of SWWT's Series B Preferred Stock, par
value $.001 per share (the "Series B Preferred Stock"), initially at a
conversion rate of 100 shares of Common Stock for each share of Series B
Preferred Stock, subject to adjustment in certain circumstances.
Item 2. Identity and Background.
This Statement is being filed by East River Ventures II, LP ("ERV II").
The business address of East River Ventures II LP, 645 Madison Ave.,
22nd Floor, New York, NY 10022.
Mr. Walter Carozza is a United States citizen.
During the last five years, Mr. Carozza has not been convicted of a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has he been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting 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 violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In connection with the closing on April 24, 2000 of the transactions
contemplated by the Merger Agreement, dated April 14, 2000 (the "Merger
Agreement"), between SWWT, its wholly-owned subsidiary, ENWC Acquisition, Inc.,
a Delaware corporation, and E-Newco, Inc., a Delaware corporation ("E-Newco"),
the holders of common stock of E- Newco exchanged such shares of common stock
for shares of Series B Preferred Stock at an exchange ratio of 757.772 shares of
Series B Preferred Stock for every one share of common stock of E-Newco.
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Page 4 of 7 Pages
The shares of common stock of E-Newco owned by ERV II prior to the
merger were acquired by ERV II in consideration of the issuance by ERV II to
E-Newco of a Demand Note, dated March 23, 2000 and a Partially-Recourse
Promissory Note, dated March 27, 2000 (the "Partially-Recourse Promissory
Note").
Item 4. Purpose of Transaction.
The information set forth in Items 3, 5 and 6 of this Statement is
incorporated herein by reference.
In connection with the transactions contemplated by the Merger
Agreement, Clarke H. Bailey, Thomas Barnds and Thomas A. Barron resigned as
members of the board of directors of SWWT, and Mr. Carroza, John Diamond and
Anthony Scaramucci became members of the board. In addition, Mr. Diamond became
the President and Chief Executive Officer of SWWT.
SWWT expects that its stockholders (including ERV II) will act by
written consent to, among other things, change the name of SWWT, increase the
authorized capital stock of SWWT, make certain other modifications to the
certificate of incorporation and by- laws of SWWT, make changes to the
composition of the board of directors of SWWT, adopt an equity incentive plan
and change SWWT's public accountants.
Item 5. Interest in Securities of the Issuer.
(a) ERV II is the beneficial owner of an aggregate of 10,141,263 shares
of Common Stock, consisting of shares of Common Stock which he has the right to
acquire upon conversion of the shares of Series B Preferred Stock owned by ERV
II, representing in the aggregate approximately 76.5% of the issued and
outstanding shares of Common Stock of SWWT.
The percentage of outstanding shares of Common Stock of SWWT set forth
in the preceding paragraph is computed based on a total of 13,263,517 shares of
Common Stock outstanding as of April 14, 2000, which figure includes 10,141,263
shares of Common Stock issuable upon conversion of the Series B Preferred Stock
owned by ERV II (but does not include any shares of Common Stock issuable upon
conversion or exercise of other equity instruments of SWWT, including, without
limitation, shares of Series B Preferred Stock owned by other former
stockholders of E-Newco). Holders of the Series B Preferred Stock vote together
with holders of Common Stock on the basis of one vote for each share of Common
Stock into which the Series B Preferred Stock is convertible.
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Page 5 of 7 Pages
The Series B Preferred Stock is convertible into shares of Common Stock
upon the approval by the stockholders of SWWT of the requisite increase to the
amount of authorized Common Stock and the receipt by SWWT of additional equity
financing of at least $15.0 million.
(b) ERV II has sole voting power and sole investment power with respect
to all of the shares of Common Stock referred to in paragraph (a) above.
(c) No transactions in the Common Stock were effected by ERV II in the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The information contained in Items 3, 4 and 5 of this Statement are
incorporated herein by reference.
Except for the agreements and understandings described in Items 3, 4
and 5, to the best knowledge of ERV II, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between ERV II, and any
other person, with respect to any securities of SWWT including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
I. Agreement and Plan of Merger, dated as of April 14, 2000, among E-
Newco, Inc., a Delaware corporation, SWWT, Inc., a Delaware
corporation, and ENWC Acquisition, Inc., a Delaware corporation and
wholly owned subsidiary of SWWT, Inc. (*)
2. Certificate of Designations of Series B Preferred Stock, par value
$.001 per share, of SWWT, Inc. (*)
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(*) Incorporated by reference to the Annual Report on Form 10-K of SWWT for
the fiscal year ended December 31, 1999.
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Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: May 10, 2000
/s/ Walter Carozza
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Walter Carozza
