-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VsWbvlowvbH6kaxtNPN00rCfBdV9kdP6++DONbLvhkJHwclTgaH70Zh7nAff2N6M x/LlIQOnrVPuLtqFKgHN8w== 0000950123-02-000241.txt : 20020413 0000950123-02-000241.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950123-02-000241 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER MICHAEL /NY/ CENTRAL INDEX KEY: 0001164242 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5 SKY DRIVE CITY: NEW CITY STATE: NY ZIP: 10956 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRAFFIX INC CENTRAL INDEX KEY: 0001000297 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 223322277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47697 FILM NUMBER: 2506630 BUSINESS ADDRESS: STREET 1: ONE BLUE HILL PLAZA STREET 2: PO BOX 1665 CITY: PEARL RIVER STATE: NY ZIP: 10965 BUSINESS PHONE: 9146201212 MAIL ADDRESS: STREET 1: ONE BLUE HILL PLZ STREET 2: PO BOX 1665 CITY: PEARL RIVER STATE: NY ZIP: 10965 FORMER COMPANY: FORMER CONFORMED NAME: QUINTEL COMMUNICATIONS INC DATE OF NAME CHANGE: 19981015 FORMER COMPANY: FORMER CONFORMED NAME: QUINTEL ENTERTAINMENT INC DATE OF NAME CHANGE: 19950911 SC 13D/A 1 y55850sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* TRAFFIX, INC. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 892721101 ------------------------------------------------------------------------------- (CUSIP Number) Murray L. Skala, Esq. Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP 750 Lexington Avenue 23rd Floor New York, New York 10022 (212) 888-8200 ------------------------------------------------------------------------------- (Name , Address and Telephone Number of Person Authorized to Receive Notice and Communications) December 14, 2001 ------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), (f) or (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 for other parties to whom copies are to be sent. (Continued on following pages) - ------- *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 in 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. 892721101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael Miller 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY: 4 SOURCE OF FUNDS: Not Applicable 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 1,703,323 shares 8 SHARED VOTING POWER 0 shares 9 SOLE DISPOSITIVE POWER 1,703,323 shares 10 SHARED DISPOSITIVE POWER 0 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,703,323 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.8% 14 TYPE OF REPORTING PERSON*: IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1: Security and Issuer. The securities to which this Amendment No. 1 to Schedule 13D relates are the shares of Common Stock, par value $.001 per share of Traffix, Inc., a corporation organized under the laws of the State of Delaware (the "Company"). The address of the Company's principal executive office is One Blue Hill Plaza, Pearl River, NY 10965. Item 2: Identity and Background (a) Michael Miller (b) 5 Sky Drive New City, NY 10956 (c) Consultant JAMI Charity Brands 140 W. 57th Street New York, NY 10019 (d)(e) During the last five years, the reporting person has neither been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the reporting person 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. (f) The reporting person is a citizen of the United States of America. Item 3: Source or Amount of Funds or Other Consideration. Not applicable. Item 4: Purpose of the Transaction. Not applicable. Item 5: Interest in Securities of the Issuer. (a) As of the date hereof, the reporting person beneficially owns 1,703,323 shares of the Company's common stock, which represents approximately 11.8% of the Company's outstanding common stock. (b) Number of shares beneficially owned by the reporting person with: SOLE VOTING POWER 1,703,323 shares SHARED VOTING POWER 0 shares SOLE DISPOSITIVE POWER 1,703,323 shares SHARED DISPOSITIVE POWER 0 shares (c) The following summarizes transactions in the Common Stock effected by the reporting person during the past sixty days: (1) During November 2001, the reporting person sold an aggregate of 178,900 shares of Common Stock, all in open market transactions, as follows:
Date of the Transaction Number of Shares Sold Price Per Share ----------------------- --------------------- --------------- 11/13/01 7,000 $5.3857 11/27/01 20,500 5.4146 11/28/01 39,000 5.5721 11/29/01 112,400 5.8891
(2) On December 14, 2001, the reporting person entered into a Purchase Agreement with a group of purchasers pursuant to which such purchasers agreed to acquire from the reporting person 100,000 shares of the Company's common stock at a purchase price of $5.75 per share. Item 6: Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer. Not applicable. Item 7: Exhibits None. 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. January 10, 2002 - --------------------------------- Date /s/ Michael Miller - --------------------------------- Michael Miller Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----