| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
09/01/2004 |
3. Issuer Name and Ticker or Trading Symbol
THEGLOBE COM INC [ TGLO ] |
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| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock ( 1 ) | 55,652,488 | D | |
| Common Stock ( 1 ) | 13,597,377 | I | See footnote 1 ( 1 ) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 143,500 Series H Automatically Converting Preferred Stock ( 2 ) | 09/01/2004 | ( 2 ) | Common Stock | 14,349,860 | ( 7 ) | D | |
| Common Stock Options ( 3 ) | ( 3 ) | ( 3 ) | Common Stock | 7,098,913 | ( 3 ) | D | |
| Common Stock Warrants ( 4 ) | ( 6 ) | 02/02/2009 | Common Stock | 204,082 | 1.22 | D | |
| Earn-Out Warrants ( 5 ) | ( 5 ) | ( 5 ) | Common Stock | ( 5 ) | ( 5 ) | D | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
|
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See exhibit 99.1 |
| 2. Total Series H Automatically Converting Preferred Stock owned by the Reporting Persons is 143,500, broken down as follows Paul Soltoff - 50,916 shares Harry Greene - 23,146 shares Irv and Nadine Brechner - 23,146 shares Eric Obeck - 23,146 shares Donald Gould, Jr. - 23,146 shares Convertible into an aggregate of approximately 14,349,860 shares of Common Stock |
| 3. See exhibit 99.2 |
| 4. Mr. Egan has an interest in warrants to acquire 204,082 shares of common stock, subject to certain anti-dilution adjustment mechanisms, owned by Mr. Egan and his spouse as tenants in the entirety. As to the shares underlying such warrants, Mr. Egan shares such beneficial ownership with his spouse. |
| 5. Some of the Reporting Persons may receive Earn-Out Warrants upon the attainment of certain performance criteria. The Earn-Out Warrants, once received, shall represent the right to acquire one share of Common Stock at the exercise price of $.27 per share for the total maximum aggregate amount of 250,000 shares. |
| 6. Immediately |
| 7. Each share is initially convertable into 100 shares of common stock |
| Remarks: |
| This Form 3 is being filed on a joint basis to give effect to a Stockholders' Agreement dated September 1, 2004, by and among each of the Reporting Persons involving the securities of the Issuer. Pursuant to the Stockholders' Agreement, Paul Soltoff, Eric Obeck, Donald Gould, Harry Greene and Irv and Nadine Brechner (collectively, the "Other Stockholders"), granted to E&C an irrevocable proxy to vote their shares of common stock and Series H Preferred Stock (the "Proxy Shares"). Consequently, the Reporting Persons have determined to treat the grant of the irrevocable proxy as the formation of a voting group under Section 13 of the Securities and Exchange Act of 1934, and have filed contemporaneously a Schedule 13D with the Securities and Exchange Commission. Except as specifically disclosed in Footnote (1) each Reporting Person expressly disclaims any pecuniary interest in the securities of the Issuer owned by the other Reporting Persons. |
| /s/ Michael S. Egan | 09/13/2004 | |
| /s/ Edward A. Cespedes | 09/13/2004 | |
| Dancing Bear Investments by /s/ Michael S. Egan, President | 09/13/2004 | |
| E&C Capital Partners, LLLP by /s/ Edward A. Cespedes, Managing Member | 09/13/2004 | |
| /s/ Paul Soltoff | 09/13/2004 | |
| /s/ Irv Brechner | 09/13/2004 | |
| /s/ Nadine Brechner | 09/13/2004 | |
| /s/ Eric Obeck | 09/13/2004 | |
| /s/ Donald Gould, Jr. | 09/13/2004 | |
| /s/ Harry Greene | 09/13/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||