SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A-1
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)
August 18, 2005
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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).
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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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NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 101,168,886 (1)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 72,469,012 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,168,886 (1)(2)
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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 43.82%
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14 TYPE OF REPORTING PERSON* PN
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(1)(2) Please see the next page
2
(1) Includes 28,699,874 shares of common stock over which E&C holds an
irrevocable proxy (the "Proxy Shares"). The proxy was granted to E&C pursuant to
a Stockholders' Agreement dated September 1, 2004, by and among Paul Soltoff,
Eric Obeck, Donald Gould, Harry Greene and Irv and Nadine Brechner
(collectively, the "Other Stockholders"), the Issuer, Dancing Bear Investments,
Inc. ("DBI"), E&C, Michael S. Egan ("Egan") and Edward Cespedes ("Cespedes" and
together with DBI, E&C and Egan, the "Existing Stockholders")(the "Stockholders'
Agreement"). Pursuant to the terms of the Stockholders' Agreement, E&C was
granted an irrevocable proxy to vote the foregoing Proxy 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 (i) a $750,000 Convertible Note, which is
convertible at any time into 15,000,000 shares of common stock, subject to
certain anti-dilutive adjustment mechanisms, (ii) a $550,000 Convertible Note,
which is convertible at any time into 11,000,000 shares of common stock, subject
to certain anti-dilutive adjustment mechanisms, and (iii) a $500,000 Convertible
Note, which is convertible at any time into 10,000,000 shares of common stock,
subject to certain anti-dilutive adjustment mechanisms.
(2) Does not include Proxy Shares and certain other securities of the Issuer
which may then be owned by the Other Stockholders which the Existing
Stockholders may cause the Other Shareholders 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.
3
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1 NAME OF REPORTING PERSONS E&C Capital Partners II, Ltd.
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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NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 40,000,000 (1)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 40,000,000 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000,000 (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 17.33%
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14 TYPE OF REPORTING PERSON* PN
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(1) Please see the next page
4
(1) Includes an aggregate of $1,800,000 in Convertible Notes, which are
convertible at any time into 36,000,000 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.
5
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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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NUMBER OF 7 SOLE VOTING POWER 6,125,455 (1)
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 163,273,453 (2) (3)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 6,125,455 (1)
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 134,573,579 (3) (4)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,398,908 (5)
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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 62.13%
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14 TYPE OF REPORTING PERSON* IN
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(1)(2)(3)(4)(5) Please see the next page
6
(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) 36,469,012 shares of
common stock beneficially owned by E&C Capital Partners, LLLP ("E&C"); (iii) an
aggregate of $1,800,000 in Convertible Promissory Notes which are convertible at
any time into 36,000,000 shares of common stock, subject to certain
anti-dilutive adjustment mechanisms owned by E&C; (iv) 4,000,000 shares of
common stock beneficially owned by E&C Capital Partners II, LLLP ("E&C II"); (v)
an aggregate of $1,800,000 Convertible Promissory Notes, which are convertible
at any time into 36,000,000 shares of common stock, subject to certain
anti-dilutive adjustment mechanisms owned by E&C II; (vi) an aggregate of
10,000,000 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; (ix) 28,699,874
shares of common stock over which E&C holds an irrevocable proxy pursuant to the
Stockholders' Agreement; and (x) 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. Does not include Proxy Shares and certain
other securities of the Issuer which may then be owned by the Other Stockholders
which the Existing Stockholders may cause the Other Shareholders 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.
(3) Includes 28,699,874 shares over which Mr. Egan holds irrevocable proxies on
behalf of some of the SendTec shareholders.
(4) Represents the same securities enumerated in footnote (2) above except those
identified in clause (ix).
(5) Represents the sum of the items enumerated in footnotes (1) and (2) above.
7
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1 NAME OF REPORTING PERSONS Edward Cespedes
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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NUMBER OF 7 SOLE VOTING POWER 4,215,000 (1)
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 4,215,000 (1)
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,215,000 (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 2.12%
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14 TYPE OF REPORTING PERSON* IN
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(1) Consists entirely of options to acquire shares of Common Stock exercisable
within the next 60 days. Does not include shares owned by E&C in which Mr.
Cespedes holds a minority interest of ten percent.
8
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1 NAME OF REPORTING PERSONS Stockholders Executing Written Consent
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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NUMBER OF 7 SOLE VOTING POWER 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 175,103,408 (1) (2)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 144,419,034 (2) (3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,103,408 (4)
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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 64.22 %
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14 TYPE OF REPORTING PERSON* IN
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(1)(2)(3)(4) Please see the next page
9
(1) As to Reporting Persons, 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; (ii) 530,455 shares of common
stock owned directly by Mr. Egan; (iii) 8,303,148 shares of common stock owned
by Dancing Bear Investments, Inc., which is wholly-owned by Mr. Egan; (iv)
36,469,012 shares of common stock beneficially owned by E&C Capital Partners,
LLLP ("E&C"); (v) an aggregate of $1,800,000 in Convertible Promissory Notes,
which are convertible at any time into 36,000,000 shares of common stock,
subject to certain anti-dilutive adjustment mechanisms owned by E&C; (vi)
4,000,000 shares of common stock beneficially owned by E&C Capital Partners II,
LLLP ("E&C II"); (vii) an aggregate of $1,800,000 in Convertible Promissory
Notes, which are convertible at any time into 36,000,000 shares of common stock,
subject to certain anti-dilutive adjustment mechanisms owned by E&C II; (viii)
an aggregate of 10,000,000 shares of common stock which are owned by certain
trusts of which Mr. Egan is the trustee; (ix) 56,000 shares of the common stock
owned by certain trusts of which Mr. Egan is the trustee; (x) 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; (xi) 28,699,874 shares of common stock over which E&C holds an
irrevocable proxy pursuant to the Stockholders' Agreement; and (xii) 3,541,337
shares owned by Mr. Egan's spouse, of which Mr. Egan disclaims beneficial
ownership. As to the shares identified in clause (x) above, Mr. Egan shares such
beneficial ownership with his spouse. As to the securities beneficially owned by
E&C II as described in clauses (vi) and (vii), 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. Does not include
Proxy Shares and certain other securities of the Issuer which may then be owned
by the Other Stockholders which the Existing Stockholders may cause the Other
Shareholders 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. Also includes
the shares identified in footnote (2) below.
(2) Includes: (i) 2,000,000 shares owned by Huizenga Investments Limited
("Huizenga"); (ii) 1,720,000 shares owned by W. A. Bryan Patten, individually
("Patten"); (iii) an aggregate of 1,984,500 shares over which Patten and Patten,
Inc. acts as proxyholder ("Patten and Patten"); and (iv) 3,541,337 shares owned
by S. Jacqueline Egan ("Mrs. Egan"), (collectively with Huizenga, Patten and
Patten and Patten, (the "Other Signing Stockholders").
(3) Represents the same securities enumerated in footnotes (1) and (2) above
except those identified in clause (xi) of footnote (1) and clause (iii) in
footnote (2).
(4) Represents the sum of the items enumerated in footnotes (1) and (2) above.
10
Item 1. Security and Issuer
This Schedule 13D/A-1 ("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-1 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. In addition to the Reporting
Persons, this Schedule 13D/A-1 relates to certain shares of Common Stock
beneficially owned by Huizenga, Patten, Patten and Patten, and Mrs. Egan (the
"Other Signing Stockholders", and together with the Reporting Persons, the
"Stockholders Executing the Written Consent").
(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 August 10, 2005, the Issuer entered into an Asset Purchase Agreement whereby
it agreed to sell the business and substantially all of the net assets of its
wholly-owned subsidiary, SendTec, Inc. ("SendTec") for $37.5 million in cash
subject to certain adjustment (the "Asset Sale"). The Issuer will redeem
28,879,097 shares of its common stock from the management of SendTec and cancel
certain options and other rights held by management and certain other SendTec
employees for approximately $12.5 million in cash. The sale of the SendTec
assets may constitute the sale of "substantially all" of the assets of the
Issuer within the meaning of Delaware Law and requires the consent of the
holders of a majority of the outstanding shares held by the Issuer's
stockholders.
On August 18, 2005, the Reporting Persons and the Other Signing Stockholders
signed a written consent to action in lieu of a special meeting of stockholders
whereby they approved the Asset Sale. The written consent covers 99,304,326
shares or 51% of the outstanding shares of Common Stock. The persons executing
the written consent beneficially own an aggregate of 175,103,408 shares of
Common Stock, which includes shares of Common Stock issuable upon the exercise
of rights described in this Schedule 13D/A-1. The Reporting Persons disclaim
beneficial ownership of any such shares beneficially owned by the other persons
executing such written consent and each of the other persons executing such
consent disclaim beneficial ownership of shares beneficially owned by each of
the other persons executing such consent, including the Reporting Persons.
11
Other than the transactions contemplated by the Asset Sale and as reported by
the Issuer pursuant to its Report on Form 8-K dated August 16, 2005, 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.
12
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) 194,870,723 shares of Common Stock outstanding as
of August 18, 2005.
Amount beneficially owned:
101,168,886 with respect to E&C
40,000,000 with respect to E&C II
169,398,908 with respect to Mr. Egan
4,215,000 with respect to Mr. Cespedes
175,103,408 with respect to the Stockholders Executing the
Written Consent
Percent of class:
43.82 % with respect to E&C
17.33 % with respect to E&C II
62.13 % with respect to Mr. Egan
2.12 % with respect to Mr. Cespedes
64.22 % with respect to the Stockholders Executing the
Written Consent
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
-0- with respect to the Stockholders Executing the
Written Consent
shared power to vote or to direct the vote:
101,168,886 with respect to E&C
40,000,000 with respect to E&C II
163,273,453 with respect to Mr. Egan
-0- with respect to Mr. Cespedes
175,103,408 with respect to the Stockholders Executing the
Written Consent
13
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
-0- with respect to the Stockholders Executing the
Written Consent
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
134,573,579 with respect to Mr. Egan
-0- with respect to Mr. Cespedes
144,419,034 with respect to the Stockholders Executing the
Written Consent
(c) On April 22, 2005, E&C and E&C II entered into a Note Purchase Agreement
with the Issuer pursuant to which they acquired convertible promissory notes
(the "Convertible Notes") in the aggregate principal amount of $1,500,000. The
Convertible Notes are convertible at anytime into shares of the Issuer's common
stock at an initial rate of $.05 per share, which if fully converted, would
result in the issuance of 15,000,000 shares. The Convertible Notes are due 5
days after demand. In addition, on June 1, 2005, both E&C and E&C II acquired
additional convertible notes (the "1st Additional Notes") in the aggregate
principal amount of $1,500,000 and on July 18, 2005, both E&C and E&C II
acquired additional convertible notes (the "2nd Additional Notes") in the
aggregate principal amount of $500,000.
On August 17, 2005 both E&C and E&C II converted $2,000,000 of their
Convertible Notes and were each issued 2,000,000 shares of common stock. On
August 18, 2005 both E&C and E&C II converted 2,000,000 of their convertible
Notes and were each issued an additional 2,000,000 shares of common stock.
(d) None
(e) Not applicable
14
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 dated August 25, 2005
2. Asset Purchase Agreement dated August 10, 2005 by and between RelationServe
Media, Inc., a Nevada corporation, theglobe.com, inc., a Delaware corporation
and SendTec, Inc., a Florida corporation. (1)
----------------
(1) Incorporated by reference to the Issuer's Form 8-K filed on August 16, 2005.
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-1 is true,
complete and correct.
/s/ Michael S. Egan
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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
16
Exhibit 1
JOINT FILING AGREEMENT
As of August 25, 2005 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-1 (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
17