SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
MCGLEN INTERNET GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.03 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
580578102
- --------------------------------------------------------------------------------
(CUSIP Number)
MIKE CHEN
PRESIDENT AND SECRETARY
3002 DOW AVENUE, SUITE 212
TUSTIN, CALIFORNIA 92780
(949) 851-8078
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 3, 1999
- --------------------------------------------------------------------------------
(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
1
<PAGE>
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.
*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).
SCHEDULE 13D
CUSIP No. 580578102
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS/S.S. OR IRS IDENTIFICATION NOS. OF ABOVE
PERSONS
Mike Chen S.S. # ###-##-####
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ X ]
OF A GROUP* (b) [ ]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY OWNED 9,217,117
BY EACH REPORTING PERSON WITH
2
<PAGE>
(7) SOLE VOTING POWER
- --------------------------------------------------------------------------------
(8) SHARED VOTING POWER
- --------------------------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER 9,217,117
- --------------------------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,217,117
- --------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.05 %
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
3
<PAGE>
SCHEDULE 13D
CUSIP No. 580578102
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS/S.S. OR IRS IDENTIFICATION NOS. OF ABOVE
PERSONS
George Lee S.S. # ###-##-####
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY OWNED 9,592,922
BY EACH REPORTING PERSON WITH
(7) SOLE VOTING POWER
- --------------------------------------------------------------------------------
(8) SHARED VOTING POWER
- --------------------------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER 9,592,922
- --------------------------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,592,922
4
<PAGE>
- --------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.2 %
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
5
<PAGE>
The summary description contained in this Statement of certain agreements and
documents are qualified in their entirety by reference to the complete texts of
such agreements and documents filed as Exhibits hereto and incorporated herein
by reference.
ITEM 1 - SECURITY AND ISSUER
This statement on Schedule 13D (the "Schedule 13D") relates to the
common stock, par value $0.03 per share (the "Shares") of McGlen Internet Group,
a Delaware corporation (the "Company"). The principal executive office of
Company is located at 3002 Dow Avenue, Suite 212, Tustin, California 92780.
ITEM 2 - IDENTITY AND BACKGROUND
Item 2(a) through Item 2(f)
This Schedule 13D is being filed by MIKE CHEN, an individual and GEORGE
LEE, an individual with respect to the Shares beneficially owned by Mr. Chen and
Mr. Lee
The business address of MIKE CHEN and GEORGE LEE is 3002 Dow Avenue,
Suite 212, Tustin, California 92780. The present principal occupation of MIKE
CHEN is the President and Chief Technology Officer of the Company. The present
principal occupation of GEORGE LEE is the Chief Executive Officer of the
Company. The principal business of the Company is to sell, distribute and market
computer, computer peripherals and electronic products to business professionals
and consumers via Internet. The Company operates several e-tail storefronts,
each of which focuses on certain specialty products. The Company's address is
3002 Dow Avenue, Suite 212, Tustin, California 92780. Mr. Chen and Mr. LEE are
U.S. citizens.
Item 2(d) and Item 2(e)
Neither MIKE CHEN and GEORGE LEE has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor has 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
Neither MIKE CHEN and GEORGE LEE contributed any funds towards the
purchase of the Shares. The Shares were acquired by Mr. Chen as a result of a
merger among McGlen Micro, Inc., a California corporation ("MMI"), the Company
and the Company's subsidiary, Adrenalin Acquisition Corporation, in a
shares-exchange transaction.
6
<PAGE>
The transaction was structured as a reverse triangular merger which
resulted in the merger of the Company's subsidiary, Adrenalin Acquisition
Corporation, into MMI, the terms of which were agreed on April 28, 1999 and
consummated on December 2, 1999. Messrs. Chen and Lee exchanged all of their
shares of MMI in exchange for shares of common stock of the Company. A copy of
the Agreement and Plan of Merger dated April 28, 1999 is filed as an exhibit
hereto and is incorporated by reference into this Item 3.
ITEM 4 - PURPOSE OF TRANSACTION
The Shares may be regarded, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as being beneficially owned by each of Mr. Chen
and Mr. Lee. MIKE CHEN acquired 9,217,117 shares in a shares exchange merger
transaction between the Company and its subsidiary and MMI, which Mr. Chen
co-founded with Mr. Lee. Mr. Lee acquired 9,592,922 shares of common stock in a
share exchange merger transaction among the Company and its subsidiary and MMI,
which Mr. Lee co-founded with Mr. Chen.
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
(a) The number of shares of common stock owned as of the date of the
filing of this statement by MIKE CHEN is 9,217,117, representing approximately
28.05% of the Shares of common stock reported to be outstanding as of December
3, 1999. As of the date of the filing of this statement, Mr. Chen has no plan or
proposal which relates to or would result in any of the actions set forth in
parts (a) through (j) of Item 4 of Schedule 13D. The number of shares of common
stock owned as of the date of the filing of this statement by GEORGE LEE is
9,592,922, representing approximately 29.2% of the Shares of common stock
reported to be outstanding as of December 3, 1999. As if the date of the filing
of this statement, Mr. Lee has no plan or proposal which relates to or would
result in any of the actions set forth in parts (a) through (j) of Item 4 of
Schedule 13D.
The percentage of shares of Common Stock beneficially owned by each of
Messrs. Chen and Lee are based on the number of shares of Common Stock as
reported in the Issuer's Form 8-K as filed with the Securities and Exchange
Commission (the "SEC") on February 1, 2000, and which is attached as an exhibit
hereto and is incorporated by reference into this Item 5.
(b) Each Mr. Chen and Mr. Lee has the power to vote or direct the
vote and to dispose or direct the disposition of all shares of common stock
beneficially owned by them.
(c) Other than as set forth in this Schedule 13D, to the best of
MIKE CHEN's and GEORGE LEE's knowledge as of the date hereof Mr. Chen and Mr.
Lee have not effected any transaction in the Issuer's Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
7
<PAGE>
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
To the best of MIKE CHEN's and GEORGE LEE's knowledge, except as
described in this Schedule 13D or in the exhibits hereto, neither Mr. Chen nor
Mr. Lee is a party to any other contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer.
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
1. Agreement and Plan of Merger dated as of April 28, 1999, by and among
Adrenalin Interactive, Inc., Adrenalin Acquisition Corporation, McGlen Micro,
Inc. and The Shareholders of McGlen Micro, Inc. (without exhibits).
2. Form 8-K of McGlen Internet Group, Inc., filed on February 1 , 2000.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/MIKE CHEN
------------
Mike Chen
Date: February 15, 2000
GEORGE LEE
----------
George Lee
8
