SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A-2
Under the Securities Exchange Act of 1934
THEGLOBE.COM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
88335R101
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(CUSIP Number)
DONALD E. THOMPSON, II, ESQ.
PROSKAUER ROSE LLP
2255 GLADES ROAD, SUITE 340W
BOCA RATON, FLORIDA 33431
(561) 241-7400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 2, 2004
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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: 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 the 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. 88335R101 PAGE 2 OF 10
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1 NAME OF REPORTING PERSONS Dancing Bear Investments, Inc.
S.S. or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* WC
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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 Florida
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7 SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 11,994,313 (1)
OWNED BY ------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER -0-
PERSON WITH --------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER 11,994,313 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,994,313 (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 21.5%
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15 TYPE OF REPORTING PERSON* CO
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(1) Represents (i) 5,523,588 shares of common stock of the Issuer and (ii)
warrants to acquire 6,470,725 shares of common stock, subject to certain
anti-dilutive adjustment mechanisms.
SCHEDULE 13D
CUSIP NO. 88335R101 PAGE 3 OF 10
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1 NAME OF REPORTING PERSONS E&C Capital Partners, LLLP
S.S. or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* WC
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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 Florida
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7 SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 33,333,316 (1)
OWNED BY ------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER -0-
PERSON WITH --------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER 33,333,316 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,333,316 (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 40.3%
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15 TYPE OF REPORTING PERSON* PN
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(1) Represents (i) 333,333 shares of Series F Convertible Preferred Stock of the
Issuer, which is convertible at any time into 16,666,650 shares of common stock,
subject to certain anti-dilutive adjustment mechanisms, (ii) warrants to acquire
7,222,222 shares of common stock, subject to certain anti-dilutive adjustment
mechanisms, and (iii) a $750,000 Convertible Note, which is convertible at any
time into approximately 9,444,444 shares of common stock, subject to certain
anti-dilutive adjustment mechanisms.
SCHEDULE 13D
CUSIP NO. 88335R101 PAGE 4 OF 10
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1 NAME OF REPORTING PERSONS Michael S. Egan
S.S. or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(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 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 United States
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7 SOLE VOTING POWER 4,382,724 (1)
NUMBER OF -----------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 57,628,527 (2)
OWNED BY ------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 4,382,724 (1)
PERSON WITH --------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER 57,628,527 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,011,251 (3)
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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 58.9%
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15 TYPE OF REPORTING PERSON* IN
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(1)(2)(3) Please see the next page
SCHEDULE 13D
CUSIP NO. 88335R101 PAGE 5 OF 10
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(1) Represents (i) 3,838,269 shares issuable upon the exercise of certain
options which are either now exercisable or exercisable within the next 60 days
by Mr. Egan individually, (ii) 530,455 shares of common stock owned directly by
Mr. Egan and (iii) 14,000 shares owned by Mr. Egan's spouse, of which Mr. Egan
disclaims beneficial ownership.
(2) Represents (i) 5,523,588 shares of common stock owned by Dancing Bear
Investments, Inc., (ii) warrants to acquire 6,470,725 shares of common stock,
subject to certain anti-dilution adjustment mechanisms, owned by Dancing Bear
Investments, Inc., (iii) 333,333 shares of Series F Convertible Preferred Stock,
which is convertible at any time into approximately 16,666,650 shares of common
stock, subject to certain anti-dilution adjustment mechanisms, owned by E&C
Capital Partners, LLLP, (iv) warrants to acquire 7,222,222 shares of common
stock, subject to certain anti-dilution adjustment mechanisms, owned by E&C
Capital Partners, LLLP, (v) a $750,000 Convertible Note, which is convertible at
any time into 9,444,444 shares of common stock, subject to certain anti-dilutive
adjustment mechanisms, owned by E&C Capital Partners, LLLP, (vi) an aggregate of
$1,000,000 in Convertible Notes, which are convertible at any time into
10,000,000 shares of common stock, subject to certain anti-dilutive adjustment
mechanisms, which are owned by certain trusts of which Mr. Egan is the trustee,
(vii) 56,000 shares of the common stock owned by certain trusts of which Mr.
Egan is the trustee; (viii) 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 by the entirety; and (ix) a $2,000,000 Convertible Note,
which is convertible at any time into 2,040,816 shares of common stock, subject
to certain anti-dilutive adjustment mechanisms, owed by Mr. Egan and his spouse
as tenants by the entirety. As to the shares identified in clauses (viii) and
(ix) above, Mr. Egan shares such beneficial ownership with his spouse.
(3) Represents the sum of the items enumerated in footnotes (1) and (2) above.
SCHEDULE 13D
CUSIP NO. 88335R101 PAGE 6 OF 10
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D ("Schedule 13D") relates to common stock, par value
$.001 ("Common Stock"), of theglobe.com, inc., a Delaware corporation (the
"Issuer" or the "Company"). The principal executive offices of the Issuer are
located at 110 East Broward Blvd., Suite 1400, Fort Lauderdale, Florida 33301.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This Schedule 13D/A-2 is filed on a joint basis pursuant to Rule
13d-1(k) by Dancing Bear Investments, Inc., a Florida corporation ("DBI"), E&C
Capital Partners, LLLP, a Florida limited liability limited partnership ("E&C")
and Michael S. Egan ("Mr. Egan" and collectively with DBI and E&C, the
"Reporting Person"). This Amendment also removes the following trusts as joint
filers: The Michael S. Egan Grantor Retained Annuity Trust F/B/O of each of
Sarah Egan Mooney, Eliza Shenners Egan, Catherine Lewis Egan, Teague Michael
Thomas Egan and Riley Martin Michael Egan (each a "Trust" and collectively, the
"Trusts"). The holdings of these Trusts, for which Mr. Egan serves as Trustee,
are including in the reported holdings of Mr. Egan, but none of the Trusts, as a
result of an increase in the number of shares of Common Stock of the Issuer from
the date of the filing of the Schedule 13D/A-1, now beneficially owns five
percent or more of the outstanding Common Stock of the Issuer, nor do the Trusts
have any agreements, arrangements or understandings with any of the Reporting
Persons as to the voting or disposition of their shares. The address of each of
the Reporting Persons is 110 East Broward Boulevard, 14th Floor, Fort
Lauderdale, Florida 33301. Mr. Egan is the Chairman and Chief Executive Officer
of the Issuer and a private investor. Mr. Egan has a controlling interest in
both DBI and E&C.
(d)-(e) During the last five years, neither DBI, E&C nor Mr. Egan has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent 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) Mr. Egan is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Amendment amends the original Schedule 13D dated March 28, 2003 filed by
DBI, E&C and Mr. Egan, as amended on June 4, 2003. This Amendment gives effect
to the closing of an investment into the Convertible Notes and warrants of the
Issuer by Mr. Egan and his spouse as tenants by the entirety on February 2, 2004
(the "Convertible Note Investment"). Mr. Egan used personal funds in order to
make the Convertible Note Investment.
ITEM 4. PURPOSE OF TRANSACTION
The Convertible Note Investment was completed for investment purposes.
SCHEDULE 13D
CUSIP NO. 88335R101 PAGE 7 OF 10
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The Reporting Persons are not aware of any plans or proposals which the
Reporting Persons may have which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer.
(b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries.
(c) a sale or transfer of a material amount of assets of the Issuer or of any of
its subsidiaries.
(d) any other material change in the Issuer's business or corporate structure.
(e) any material change in the present capitalization or dividend policy of the
Issuer other than as described herein.
(f) any other material changes in the Issuer's business or corporate structure.
(g) any changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition or control of the
Issuer by any person.
(h) the securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized or to be quoted in an inter-dealer
quotation system of a registered national securities association.
(i) in a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act.
(j) any action similar to any of those enumerated above.
Notwithstanding the forgoing, the Reporting Persons may at any time elect to
convert or exercise various convertible or exercisable securities which they now
hold of the Issuer, which could result in the issuance of additional shares of
Common Stock of the Issuer and a material change in the present capitalization
of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) The amounts and percentages of Common Stock set forth in this Item 5 are
based on (i) the shares beneficially owned by DBI, E&C and Mr. Egan, as set
forth in Item 3 and (ii) 49,369,793 shares of Common Stock outstanding as of
October 27, 2003.
Amount beneficially owned:
11,944,313 with respect to DBI
33,333,316 with respect to E&C
62,011,251 with respect to Mr. Egan
SCHEDULE 13D
CUSIP NO. 88335R101 PAGE 8 OF 10
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Percent of class:
21.5% with respect to DBI
40.3% with respect to E&C
58.9% with respect to Mr. Egan
Number of shares as to which the person has:
sole power to vote or to direct the vote:
-0- with respect to DBI
-0- with respect to E&C
4,382,724 with respect to Mr. Egan
shared power to vote or to direct the vote:
11,944,313 with respect to DBI
33,333,316 with respect to E&C
57,628,527 with respect to Mr. Egan
sole power to dispose or to direct the
disposition of:
-0- with respect to DBI
-0- with respect to E&C
4,382,724 with respect to Mr. Egan
shared power to dispose or to direct the
disposition of:
11,944,313 with respect to DBI
33,333,316 with respect to E&C
57,628,527 with respect to Mr. Egan
(c) On February 2, 2004, Mr. Egan and his spouse entered into a Note Purchase
Agreement with the Issuer pursuant to which they acquired a convertible
promissory note (the "Convertible Note") in the aggregate principal amount of
$2,000,000. The Convertible Note is convertible at anytime into shares of the
Issuer's common stock at an initial rate of $.98 per share), which if fully
converted, would result in the issuance of approximately 2,040,816 shares. The
Convertible Note is due on demand. In addition, Mr. Egan and his spouse were
issued a warrant to acquire an aggregate of 204,082 shares of theglobe.com
common stock at an exercise price of $1.22 per share. The warrant is exercisable
at any time on or before February 2, 2009. Mr. Egan is entitled to certain
demand and piggy-back registration rights in connection with its investment. On
July 2, 2003, Mr. Egan disposed of an aggregate of 167,000 shares by gift.
(d) None
(e) Not applicable
SCHEDULE 13D
CUSIP NO. 88335R101 PAGE 9 OF 10
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than as set forth in items 4 and 5 above, none of the Reporting Persons is
a party to any contracts, arrangements, understandings or relationships of the
nature described by item 6 nor are any of the securities pledged or otherwise
subject to a contingency the occurrence of which would give another person
voting power or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
PAGE 10 OF 10
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
/s/ Michael S. Egan
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Michael S. Egan
Dancing Bear Investments, Inc.
By: /s/ Michael S. Egan
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Michael S. Egan
Title: President
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E & C Capital Partners, LLLP
By: E & C Capital Ventures, Inc.
By:/s/ Edward A. Cespedes
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Print Name: Edward A. Cespedes
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Title: Managing Member
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