SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A-2
Under the Securities Exchange Act of 1934
THEGLOBE.COM, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
88335R101
(CUSIP Number)
DONALD E. THOMPSON, II, ESQ.
PROSKAUER ROSE LLP
2255 GLADES ROAD, SUITE 340W
BOCA RATON, FLORIDA 33431
(561) 241-7400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 22, 2006
(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).
CUSIP No. 88335R101 PAGE 2 OF 15
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NAME OF REPORTING PERSONS
1 S.S. or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
E&C Capital Partners, LLLP
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
|_|
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
-------------------------------- --------- -------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 82,469,012 (1)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
72,469,012
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,469,012 (1)
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
37.7%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
------------ -------------------------------------------------------------------
------------
(1) Please see the next page
CUSIP No. 88335R101 PAGE 3 OF 15
(1) Includes an irrevocable proxy held by E&C to vote 10,000,000 shares of
common stock when and to the extent such shares are acquired by Carl
Ruderman ("Ruderman") pursuant to outstanding warrants which Ruderman holds
(the "Proxy Warrant Shares"). The proxy was granted to E&C pursuant to a
Stockholders' Agreement dated November 22, 2006 by and among Ruderman,
Michael S. Egan ("Egan"), Edward A. Cespedes ("Cespedes") and certain of
their affiliates (the "Stockholders' Agreement"). Pursuant to the terms of
the Stockholders' Agreement, E&C was granted an irrevocable proxy to vote
the foregoing Proxy Warrant Shares on all matters (including the election
of directors) other than with respect to certain potential affiliated
transactions involving Messrs. Egan or Cespedes, the Issuer's President.
Also includes an aggregate of $1,700,000 in Convertible Notes, which are
convertible at any time into 34,000,000 shares of common stock, subject to
certain anti-dilutive adjustment mechanisms. Does not include Proxy Shares
and certain other securities of the Issuer which may then be owned by
Ruderman which the Existing Stockholders may cause Ruderman to sell
pursuant to a "drag-along" right granted to it and its affiliates pursuant
to the Stockholders' Agreement. The circumstances under which the Existing
Stockholders may cause such drag-along are beyond its present control and
occur only in the event of certain "Major Sales" or "Approved Sales" (as
defined in the Stockholders' Agreement) involving the Issuer.
CUSIP No. 88335R101 PAGE 4 OF 15
------------ -------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
E&C Capital Partners II, Ltd.
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
------------ -------------------------------------------------------------------
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
-------------------------------- --------- -------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 40,000,000(1)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
40,000,000(1)
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000,000 (1)
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.16%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
------------ -------------------------------------------------------------------
------------
(1) Please see the next page
CUSIP No. 88335R101 PAGE 5 OF 15
(1) Includes an aggregate of $1,700,000 in Convertible Notes, which are
convertible at any time into 34,000,000 shares of common stock, subject to
certain anti-dilutive adjustment mechanisms. Mr. Egan's spouse has a
pecuniary interest in approximately 75% of such securities and certain
trusts for the benefit of children of Mr. Egan, over which Mr. Egan serves
as trustee, have a pecuniary interest in approximately 25% of such
securities. Neither Mr. Egan's spouse nor such trusts have voting or
disposition authority over such securities.
CUSIP No. 88335R101 PAGE 6 OF 15
------------ -------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
Michael S. Egan
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
|_|
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------- --------- -------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,125,455(1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 143,573,579(2)(3)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
6,125,455(1)
10 SHARED DISPOSITIVE POWER
133,573,579(3)(4)
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,699,034 (5)
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.9%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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------------
(1)(2)(3)(4)(5) Please see the next page
CUSIP No. 88335R101 PAGE 7 OF 15
(1) Represents (i) 5,595,000 shares issuable upon the exercise of certain
options which are either now exercisable or exercisable within the next 60
days by Mr. Egan individually, and (ii) 530,455 shares of common stock
owned directly by Mr. Egan.
(2) Represents: (i) 8,303,148 shares of common stock owned by Dancing Bear
Investments, Inc., which is wholly-owned by Mr. Egan, (ii) 38,469,012
shares of common stock beneficially owned by E&C Capital Partners, LLLP
("E&C"); (iii) an aggregate of $1,700,000 in Convertible Promissory Notes
which are convertible at any time into 34,000,000 shares of common stock,
subject to certain anti-dilutive adjustment mechanisms owned by E&C; (iv)
6,000,000 shares of common stock beneficially owned by E&C Capital Partners
II, LLLP ("E&C II"); (v) an aggregate of $1,700,000 Convertible Promissory
Notes, which are convertible at any time into 34,000,000 shares of common
stock, subject to certain anti-dilutive adjustment mechanisms owned by E&C
II; (vi) an aggregate of 9,000,000 shares of common stock 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 in the entirety; and (ix) 3,541,337 shares owned by Mr.
Egan's spouse, of which Mr. Egan disclaims beneficial ownership. As to the
shares identified in clause (viii) above, Mr. Egan shares such beneficial
ownership with his spouse. As to the securities beneficially owned by E&C
II as described in clauses (iv) and (v) above, Mr. Egan's spouse has a
pecuniary interest in approximately 75% of such securities and certain
trusts for the benefit of children of Mr. Egan, over which Mr. Egan serves
as trustee, have a pecuniary interest in approximately 25% of such
securities. Also includes an irrevocable proxy held by E&C to vote
10,000,000 shares of common stock when and to the extent such shares are
acquired by Ruderman pursuant to outstanding warrants which Ruderman holds
(the "Proxy Warrant Shares"). The proxy was granted to E&C pursuant to a
Stockholders' Agreement dated November 22, 2006 by and among Ruderman,
Michael S. Egan ("Egan"), Edward A. Cespedes ("Cespedes") and certain of
their affiliates (the "Stockholders' Agreement"). Pursuant to the terms of
the Stockholders' Agreement, E&C was granted an irrevocable proxy to vote
the foregoing Proxy Warrant Shares on all matters (including the election
of directors) other than with respect to certain potential affiliated
transactions involving Messrs. Egan or Cespedes, the Issuer's President.
(3) Does not include Proxy Shares and certain other securities of the Issuer
which may then be owned by Ruderman which the Existing Stockholders may
cause Ruderman to sell pursuant to a "drag-along" right granted to it and
its affiliates pursuant to the Stockholders' Agreement. The circumstances
under which the Existing Stockholders may cause such drag-along are beyond
its present control and occur only in the event of certain "Major Sales" or
"Approved Sales" (as defined in the Stockholders' Agreement) involving the
Issuer.
(4) Represents the same securities enumerated in footnote (2) above, except for
the Proxy Warrant Shares.
(5) Represents the sum of the items enumerated in footnotes (1) and (2) above.
CUSIP No. 88335R101 PAGE 8 OF 15
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1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
Edward Cespedes
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
------------ -------------------------------------------------------------------
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
-------------------------------- --------- -------------------------------------
-------------------------------- --------- -------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,215,000(1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,215,000(1)
10 SHARED DISPOSITIVE POWER
-0-
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,215,000 (1)
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.36%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------------ -------------------------------------------------------------------
------------
(1) Consists entirely of options to acquire shares of Common Stock exercisable
immediately. Does not include shares owned by E&C in which Mr. Cespedes
holds a minority interest of ten percent.
CUSIP No. 88335R101 PAGE 9 OF 15
ITEM 1. SECURITY AND ISSUER
This Schedule 13D/A-2 ("Schedule 13D Amendment") 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 E&C Capital Partners, LLLP, a Florida limited liability limited
partnership ("E&C"), E&C Capital Partners II, Ltd., a Florida limited
partnership ("E&C II"), Michael S. Egan ("Egan") and Edward Cespedes ("Cespedes"
and each a "Reporting Person"). 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 E&C and E&C II. Mr. Cespedes is
the President and a director of the Issuer.
(d)-(e) During the last five years, no Reporting Person 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) Each of the individual Reporting Persons is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
None.
ITEM 4. PURPOSE OF TRANSACTION
On November 22, 2006, the Issuer entered into a Stockholders' Agreement by and
between the Issuer and Carl Ruderman ("Ruderman") whereby E&C was granted an
irrevocable proxy over 10,000,000 shares of common stock of the Issuer, when and
to the extent such shares are acquired by Ruderman (the "Proxy Warrant Shares"),
pursuant to the exercise of certain outstanding warrants which were granted to
him by the Issuer. Pursuant to the terms of the Stockholders' Agreement, E&C was
granted an irrevocable proxy to vote the foregoing Proxy Warrant Shares on all
matters (including the election of directors) other than with respect to certain
potential affiliated transactions involving Messrs. Egan or Cespedes, the
Issuer's President.
Other than the transactions contemplated by the Stockholders' Agreement, and
those matters reported by the Issuer pursuant to its Report on Form 8-K dated
November 28, 2006, the Reporting Persons are not aware of any plans or proposals
which the Reporting Persons may have which relate to or would result in:
CUSIP No. 88335R101 PAGE 10 OF 15
(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.
CUSIP No. 88335R101 PAGE 11 OF 15
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, E&C II and Mr. Egan, as
set forth in Item 3 and (ii) 174,757,565 shares of Common Stock outstanding as
of November 22, 2006.
Amount beneficially owned:
82,469,012 with respect to E&C
40,000,000 with respect to E&C II
149,699,034 with respect to Mr. Egan
4,215,000 with respect to Mr. Cespedes
Percent of class:
37.7 % with respect to E&C
19.16 % with respect to E&C II
57.9 % with respect to Mr. Egan
2.36 % with respect to Mr. Cespedes
Number of shares as to which the person has:
sole power to vote or to direct the vote:
-0- with respect to E&C
-0- with respect to E&C II
6,125,455 with respect to Mr. Egan
4,215,000 with respect to Mr. Cespedes
shared power to vote or to direct the vote:
82,469,012 with respect to E&C
40,000,000 with respect to E&C II
143,573,579 with respect to Mr. Egan
-0- with respect to Mr. Cespedes
CUSIP No. 88335R101 PAGE 12 OF 15
sole power to dispose or to direct the disposition of:
-0- with respect to E&C
-0- with respect to E&C II
6,125,455 with respect to Mr. Egan
4,215,000 with respect to Mr. Cespedes
shared power to dispose or to direct the disposition of:
72,469,012 with respect to E&C
40,000,000 with respect to E&C II
133,573,579 with respect to Mr. Egan
-0- with respect to Mr. Cespedes
(c) On November 22, 2006, the Issuer entered into a Stockholders' Agreement by
and between the Issuer and Ruderman whereby E&C was granted an irrevocable proxy
over 10,000,000 shares of common stock of the Issuer, when and to the extent
such shares are acquired by Ruderman (the "Proxy Warrant Shares"). Pursuant to
the terms of the Stockholders' Agreement, E&C was granted an irrevocable proxy
to vote the foregoing Proxy Warrant Shares on all matters (including the
election of directors) other than with respect to certain potential affiliated
transactions involving Messrs. Egan or Cespedes, the Issuer's President.
(d) None
(e) Not applicable
CUSIP No. 88335R101 PAGE 13 OF 15
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than as set forth in Item 4 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
1. Joint Filing Agreement
2. Stockholders' Agreement dated November 22, 2006 by and among theglobe.com,
inc., Carl Ruderman, Michael S. Egan, Edward A. Cespedes, E&C Capital Partners,
LLLP, E&C Capital Partners II, Ltd. and Dancing Bear Investments, Inc.
CUSIP No. 88335R101 PAGE 14 OF 15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D/A-2 is true,
complete and correct.
/s/ Michael S. Egan
--------------------------------
Michael S. Egan
E & C Capital Partners, LLLP
By: E & C Capital Ventures, Inc.
By: /s/ Edward A. Cespedes
--------------------------------
Print Name: Edward A. Cespedes
------------------------
Title: President
------------------------
E & C Capital Partners II, Ltd.
By: E & C Capital Ventures, Inc.
By: /s/ Edward A. Cespedes
--------------------------------
Print Name: Edward A. Cespedes
-----------------------
Title: President
-----------------------
/s/ Edward A. Cespedes
--------------------------------
Edward Cespedes
CUSIP No. 88335R101 PAGE 14 OF 15
EXHIBIT 1
JOINT FILING AGREEMENT
As of November 22, 2006 and in accordance with Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, the undersigned agree to
the joint filing of a Statement on Schedule 13D/A-2 (including any and all
amendments thereto) with respect to the Common Stock of theglobe.com, inc., a
Delaware corporation, and further agree to the filing of this Agreement as an
Exhibit thereto. In addition, each party to this Agreement expressly authorizes
each other party to this Agreement to file any and all amendments to such
Statement on Schedule 13D.
The undersigned have signed this Joint Filing Agreement as of the date
first written above.
/s/ Michael S. Egan
--------------------------------
Michael S. Egan
E & C Capital Partners, LLLP
By: E & C Capital Ventures, Inc.
By: /s/ Edward A. Cespedes
--------------------------------
Print Name: Edward A. Cespedes
------------------------
Title: President
------------------------
E & C Capital Partners II, Ltd.
By: E & C Capital Ventures, Inc.
By: /s/ Edward A. Cespedes
--------------------------------
Print Name: Edward A. Cespedes
-----------------------
Title: President
-----------------------
/s/ Edward A. Cespedes
--------------------------------
Edward Cespedes