SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)1
Everlast Worldwide Inc.
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(Name of issuer)
COMMON STOCK .002 par value
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(Title of class of securities)
300 355 104
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(CUSIP number)
STANLEY C. LESSER, ESQ.
LESSER & HARRISON
Two West 45th Street
New York, New York 10036
(212) 840-3288
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(Name, address and telephone number of person
authorized to receive notices and communications)
October 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(b)(3) or (4), check the following box
|_|.
Note. six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sen
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1 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 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).
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CUSIP No. 300 355 104 13D Page 2 of 6 pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ben Nadorf
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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
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 OR ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 455,900 (1)shares
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
0 shares
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9 SOLE DISPOSITIVE POWER
455,900 (1) shares
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10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
455,900 (1) shares
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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)
15 %
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14 TYPE OF REPORTING PERSON*
IN
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(1)Includes 1400 shares held by Mr. Nadorf's wife and son as joint tenants and
for which Mr. Nadorf disclaims any beneficial ownership.
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CUSIP No. 300 355 104 13D Page 3 of 6 pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
This Statement relates to Common Stock, $0.002 par value per
share ("Common Stock"), of Everlast Worldwide Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 1350 Broadway, Suite 2300, New
York, NY 10018.
Item 2. Identity and Background.
(a) This statement is filed by Ben Nadorf (the "Reporting
Person").
(b) The principal business address of the Reporting Person is
750 East 132nd Street, Bronx, NY 10454.
(c) The principal occupation of the Reporting Person is
President of Active Apparel New Corp., a subsidiary of the Issuer. The principal
business is the manufacture of sporting goods and equipment. The Reporting
Person is also a Director of the Issuer.
(d) The Reporting Person has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years,
been 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.
(f) The Reporting Person is a citizen of the United States of
America.
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CUSIP No. 300 355 104 13D Page 4 of 6 pages
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Item 3. Source and Amount of Funds or Other Consideration.
On October 24, 2000, the Reporting Person exchanged all of the
shares of common stock, no par value, of Everlast Holding Corp. owned by him,
for 455,900 shares of Common Stock and 40,500 shares of Redeemable Preferred
Stock of Issuer, and other consideration, in a tax-free exchange transaction.
Item 4. Purpose of Transaction.
The Reporting Person acquired the shares of Common Stock for
investment purposes. The Reporting Person has no present plans or proposals
which would relate to or result in any of the matters set forth in subparagraphs
(a) - (c) of Item 4 of Schedule 13D.
With respect to subparagraph (d), the Reporting Person,
discloses that he is a director of Issuer (As of October 24, 2000) and that as a
90% holder of Redeemable Preferred Stock, he has the right to elect two
directors.
The Reporting Person has no present plans or proposals which
would relate to or result in any of the matters set forth in subparagraphs (e) -
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Common Stock reported to be
owned by the Reporting Person is based upon the aggregate of 2,492,581 shares
outstanding, which is the total number of shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 2000 and 505,000 shares issued on October 24, 2000.
As of the close of business on October 31, 2000, the Reporting
Person beneficially owns 455,900 shares of Common Stock, constituting
approximately 15% of the shares outstanding.
(b) The Reporting Person has the sole power to vote and
dispose of the shares reported in this Schedule 13D.
(c) The following table sets forth a description of all
transactions in shares of Common Stock of the Issuer by the Reporting Person
effected in the last sixty days:
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CUSIP No. 300 355 104 13D Page 5 of 6 pages
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Number of
Acquisition Shares
Date Acquired Purchase Price
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10/24/00 454,500 (A)reorganization
(d) No person other than the Reporting Person is known to have
the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
There are no contracts, arrangements or understandings between
the Reporting Person and any other Person with respect to the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits
None.
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CUSIP No. 300 355 104 13D Page 6 of 6 pages
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SIGNATURES
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: November 1, 2000 /s/ Ben Nadorf
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Ben Nadorf
