-----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, C88DXa09+u91rx741rViYgl454mnEQ6gP/ccanHbvSB5sNTLvbDC6AdZeCXSFHyJ xwdbcOga3SH9Tk1GKsXYDA== 0001104659-04-020749.txt : 20040727 0001104659-04-020749.hdr.sgml : 20040727 20040723165539 ACCESSION NUMBER: 0001104659-04-020749 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040723 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMARTSERV ONLINE INC CENTRAL INDEX KEY: 0001005698 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133750708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0902 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49961 FILM NUMBER: 04929395 BUSINESS ADDRESS: STREET 1: METRO CENTER STREET 2: ONE STATION PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033535950 MAIL ADDRESS: STREET 1: ONE STATION PLACE CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TECCAPITAL LTD CENTRAL INDEX KEY: 0001123328 IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O TECCAPITAL INVESTMENTS STREET 2: 29-30 ST. JAMES'S STREET CITY: LONDON STATE: X0 ZIP: SW1A 1HB BUSINESS PHONE: 442078989021 MAIL ADDRESS: STREET 1: CANON HOUSE STREET 2: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM12 SC 13D/A 1 a04-8147_2sc13da.htm SC 13D/A

Schedule 13D – Information to be included in statements filed in pursuant to § 240.13d-1(a) and amendments thereto filed pursuant to § 240.13d-2(a).

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

SmartServ Online, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

83169M 40 1

(CUSIP Number)

 

Tycho H.E. Stahl, Esq.

Smith, Gambrell & Russell, LLP

1230 Peachtree Street, N.E.

Suite 3100

Atlanta, Georgia 30309-3592

(404) 815-3500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 1, 2004

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 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.   83169M 40 1

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
TecCapital, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
959,348

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
959,348

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
959,348

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
26.3%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

2



 

Item 1.

Security and Issuer

This filing relates to the common stock, par value $0.01 per share (“Common Stock”) of SmartServ Online, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 2250 Butler Pike, Suite 150, Plymouth Meeting, PA 19462.  All shares amounts described in this Statement have been adjusted to reflect the 6-for-1 reverse stock split effected by the Issuer on November 25, 2003.

Item 2.

Identity and Background

The person filing this Schedule 13D (this “Statement”) is TecCapital, Ltd., a Bermuda corporation (“TecCapital”), with its principal office at Canon’s House, 22 Victoria Street, Hamilton, HM12 Bermuda.  TecCapital is a venture capital firm, investing primarily in mobile-technology-based companies. TecCapital is wholly-owned by Oak Point Holdings Limited (“Oak Point”).  Certain information regarding the directors and executive officers of TecCapital is set forth on Schedule A attached hereto and incorporated herein by reference.

Oak Point, the sole shareholder of TecCapital, is a British Virgin Islands corporation, with its principal office at Craigmuir Chambers, PO Box 71, Road Town, Tortola, British Virgin Islands.  Oak Point’s principal business is as a holding company of TecCapital.  All of the outstanding shares of capital stock of Oak Point are owned by Sir David Barclay and Sir Frederick Barclay.  Certain information regarding the directors, executive officers, and shareholders of Oak Point is set forth on Schedule A attached hereto and incorporated herein by reference.

Neither TecCapital nor, to the best knowledge of TecCapital, any person named in Schedule A to this Statement, has during the last five years been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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.

Item 3.

Source and Amount of Funds or Other Consideration

Pursuant to the Stock Purchase Agreement, dated May 12, 2000, among the Issuer, TecCapital and certain other investors named therein (the “Stock Purchase Agreement”), TecCapital purchased 50,505 shares of Common Stock (the “Initial Shares”) for an aggregate cash purchase price of $14,999,985.  The source of funds for the purchase of the Initial Shares was working capital of TecCapital.  Pursuant to the terms of the Stock Purchase Agreement, TecCapital is entitled to be issued, from time to time automatically, without any further action being required therefor on the part of TecCapital, and for no additional consideration, additional shares of Common Stock (the “Top-Up Shares,” as defined in the Stock Purchase Agreement) and warrants to purchase additional shares of Common Stock (the “Compensation Warrants,” as defined in the Stock Purchase Agreement).  The number of Top-Up Shares to be issued to

 

3



 

TecCapital from time to time are calculated using an anti-dilution formula pursuant to the Stock Purchase Agreement.  Such Top-Up Share issuances are triggered by additional issuances of stock or other securities by the Issuer at an effective price per share (determined pursuant to the contractual formula) less than that paid by TecCapital in its initial investment.  The number of Compensation Warrants to be issued to TecCapital from time to time is based on the Issuer’s failure to register certain securities by certain target dates as described in the Stock Purchase Agreement.  No borrowed funds were used as consideration in the above-described purchase transaction.

Item 4.

Purpose of Transaction

TecCapital’s acquisition of the Initial Shares was solely for investment purposes. Pursuant to the terms of the Stock Purchase Agreement, TecCapital believes that it is entitled to be issued additional shares of Common Stock and warrants for Common Stock, as described in Item 3 above, automatically and without any further action being required on the part of TecCapital.  TecCapital’s beneficial ownership of shares of the Issuer’s common stock arises solely from the transactions contemplated by the Stock Purchase Agreement.  TecCapital has not engaged in any other transactions in respect of the capital stock of the Issuer.

Except as otherwise disclosed in this Item 4, neither TecCapital nor, to the best knowledge of TecCapital, any other person named in Schedule A to this Statement has formulated any specific plans or proposals which relate to or would result in any matter required to be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule 13D.  The Issuer has filed a registration statement on Form SB-2, filed with the Securities and Exchange Commission on May 13, 2004, to register shares of Common Stock held by certain shareholders for resale, including the shares of Common Stock owned by TecCapital as described in this Statement.  TecCapital intends to continuously review its options with respect to its investment in the Issuer and, depending on various factors including, without limitation, the Issuer’s financial position and results of operations, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, TecCapital may in the future take such action from time to time with respect to its investment in the Issuer as it deems appropriate including, without limitation, selling some or all of its shares of Common Stock.

Item 5.

Interest in Securities of the Issuer

TecCapital directly owns 185,958 of the issued and outstanding shares of Common Stock (the “Issued Shares”).  TecCapital also believes that, pursuant to the Stock Purchase Agreement, it is entitled to 667,330 Top-Up Shares and Compensation Warrants entitling it to purchase 106,060 shares of Common Stock (collectively, the “Additional Securities”).  The Additional Securities have not been issued to TecCapital by the Issuer and the parties are currently in a dispute regarding TecCapital’s right to acquire the Additional Securities.  TecCapital believes that it does not have access to all of the data required to determine the number of Additional Securities to which it is entitled and TecCapital’s determination is based entirely on certain information that has been furnished from time to time by the Issuer to TecCapital and/or included in periodic reports filed by the Issuer under the Securities Exchange Act of 1934.  Accordingly, TecCapital’s determination of its beneficial ownership of the

 

4



 

Additional Securities as reported herein is correct to the best of TecCapital’s knowledge, but is subject to correction in the event any of the information obtained from the Issuer to make such determination is incomplete or incorrect.

In total, TecCapital believes it has beneficial ownership of 959,348 shares of Common Stock, or approximately 26.3% of the issued and outstanding shares, based on the 2,878,840 shares of Common Stock reported issued and outstanding as of April 15, 2004 in the Issuer’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004 and calculated in accordance with Rule 13d-3.  By virtue of the relationships described under Item 2 of this Statement, each of the other persons named in Item 2 of this Statement may be deemed to share indirect beneficial ownership of the Common Stock beneficially owned by TecCapital.

The table below provides certain information regarding Top-Up Shares and Compensation Warrants that TecCapital believes it is entitled to receive since May 20, 2004, in each case without payment of any additional consideration and automatically, without any further action being required therefor on the part of TecCapital, pursuant to the terms of the Stock Purchase Agreement.  None of the issuances listed in the table below have been effected by the Issuer and TecCapital and the Issuer are in dispute as to TecCapital’s right to be issued such securities.

 

Security

 

Date

 

Number of Top- Up
Shares or Shares Underlying
Compensation Warrants

 

 

 

 

 

 

 

Compensation Warrants

 

05/27/2004

 

5,050.5

 

Top-Up Shares

 

06/01/2004

 

509,733

 

Compensation Warrants

 

06/05/2004

 

5,050.5

 

Compensation Warrants

 

06/09/2004

 

5,050.5

 

Compensation Warrants

 

06/26/2004

 

5,050.5

 

Compensation Warrants

 

06/27/2004

 

5,050.5

 

Compensation Warrants

 

07/05/2004

 

5,050.5

 

Compensation Warrants

 

07/09/2004

 

5,050.5

 

 

To the best knowledge of TecCapital, none of the persons named in Item 2 above have effected any transactions in Common Stock since May 20, 2004.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the Stock Purchase Agreement, a copy of which is incorporated herein by reference, there are no contracts, arrangements, understandings or relationships between TecCapital and the Issuer with respect to the securities of the Issuer.

 

5



 

Item 7.

Material to Be Filed as Exhibits

The Stock Purchase Agreement, dated May 12, 2000, among the Issuer, TecCapital and certain other investors named therein, is incorporated herein by reference to Exhibit 4.2 to the Registration Statement under the Securities Act of 1933 on Form SB-2 of the Issuer, file no. 333-115462, filed by the Issuer with the Securities and Exchange Commission as of May 13, 2004.

 

6



 

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

TecCapital, Ltd.

 

 

 

July 23, 2004

 

Date

 


/s/ Charles R. Klotz

 

Signature

 


Charles R. Klotz
President

 

Name/Title

 

7



 

Schedule A

 

Certain information regarding the Directors and Executive Officers of TecCapital

 

Charles R. Klotz, a United States citizen, is a Director and the President of TecCapital.  Mr. Klotz’s business address is that of TecCapital.

 

Peter K. Carmichael, a British citizen, is a Director and Vice President of TecCapital.  Mr. Carmichael’s business address is that of TecCapital.

 

 

Certain information regarding the Directors, Executive Officers
and Shareholders of Oak Point

 

Sir David Barclay, a British citizen, and Sir Frederick Barclay, a British citizen, in the aggregate own 100% of the outstanding shares of Oak Point.  The business address for both Sir David Barclay and Sir Frederick Barclay is that of Oak Point.  The principal occupations of Sir David Barclay and Sir Frederick Barclay are as entrepreneurs.

 

Charles R. Klotz is a Director and the Chairman of Oak Point.

 

Peter K. Carmichael is a Director and the Secretary of Oak Point.

 

8


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