-----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, Uz8+flNShijACZBUxcgI7h+tW/0fIaCts0Eowk3GTz4gCialpQO4Hl5K0zDVhJte +UEhCkshqalfayatvQxU9A== 0000950136-04-001057.txt : 20040405 0000950136-04-001057.hdr.sgml : 20040405 20040405154601 ACCESSION NUMBER: 0000950136-04-001057 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONNECTIV CORP CENTRAL INDEX KEY: 0001076682 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 061529524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1030 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56967 FILM NUMBER: 04717469 BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127505858 MAIL ADDRESS: STREET 1: 750 LEXINGTON AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: SPINROCKET COM INC DATE OF NAME CHANGE: 20000502 FORMER COMPANY: FORMER CONFORMED NAME: CDBEAT COM INC DATE OF NAME CHANGE: 19990503 FORMER COMPANY: FORMER CONFORMED NAME: SMD GROUP INC DATE OF NAME CHANGE: 19990113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUTTON MORRIS CENTRAL INDEX KEY: 0001272611 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O MAJESCO SALES INC STREET 2: 160 RARITAN CENTER PARKWAY CITY: EDISON STATE: NJ ZIP: 08837 SC 13D 1 file001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 CONNECTIVCORP - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock (par value $.001 per share) - -------------------------------------------------------------------------------- (Title of Class of Securities) 784495103 -------------- (CUSIP Number) Morris Sutton 160 Raritan Center Parkway Edison, NJ 08837 (732) 225-8910 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 4, 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 ss. 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). Page 1 of 6 pages SCHEDULE 13D ======================== CUSIP NO. 784495103 13D ======================== - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Morris Sutton - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,529,625 SHARES --------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH --------------------------------------------------------------- REPORT 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON --------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,529,625 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- Page 2 of 6 pages Item 1. Security and Issuer The title of the class of equity securities to which the statement on Schedule 13D relates is the common stock, $.001 par value per share (the "Common Stock") of ConnectivCorp, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 160 Raritan Center Parkway, Edison, New Jersey 08837. Item 2. Identity and Background This Schedule 13D is being filed on behalf of Mr. Morris Sutton, a U.S. citizen (the "Reporting Person"). During the last five years, the Reporting Person has not (i) been convicted in any criminal proceeding or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was subject to any 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 a Voting Agreement dated as of February 4, 2004 between Morris Sutton and Sarah Sutton, Morris Sutton's daughter, Morris Sutton has the sole power to vote 2,529,625 shares of common stock of the Company held by Sarah Sutton. Item 4. Purpose of Transaction On February 4, 2004, Morris Sutton entered into a voting agreement with Sarah Sutton, Morris Sutton's daughter, whereby Morris Sutton has the sole power to vote all of the shares of common stock of the Company held by Sarah Sutton. The voting agreement does not restrict Sarah from exercising all other rights of beneficial ownership with respect to the shares. Other than as described above, the Reporting Person does not have any plan or proposal which relates to, or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; Page 3 of 6 pages (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) Morris Sutton does not beneficially own shares of common stock of the Company. (b) Morris Sutton has sole power to vote 2,529,625 shares of common stock of the Company directly owned by Sarah Sutton, his daughter, pursuant to a voting agreement entered into between the parties. (c) During the sixty (60) days preceding the filing of this Statement, the Reporting Person effected the transaction described in Item 3 of this Statement. (d) Not applicable (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Voting Agreement dated as of February 4, 2004 between Sarah Sutton and Morris Sutton. Page 4 of 6 pages Item 7. Material to be Filed as Exhibits 99.1 Voting Agreement dated February 4, 2004 between Sarah Sutton and Morris Sutton. Page 5 of 6 pages 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. MORRIS SUTTON April 5, 2004 (Date) /s/ Morris Sutton (Signature) Page 6 of 6 pages EX-99.1 3 file002.txt VOTING AGREEMENT VOTING AGREEMENT Agreement made as of this 4th day of February, 2004 by and between Sarah Sutton ("Sarah") and Morris Sutton ("Morris"). WHEREAS, Sarah owns (i) 2,529,625 shares of Common Stock, par value $0.001 per share ("Common Stock") and (ii) 226,625 shares of Series A Preferred Stock, par value $0.001 per share ("Preferred Stock," together with (a) the Common Stock, (b) any and all shares of Common Stock issuable to Sarah upon conversion of the Preferred Stock and (c) any and all shares of Common Stock which may be acquired in the future, collectively, the "Shares"), of ConnectivCorp, a Delaware corporation (the "Company"); and WHEREAS, Sarah has agreed to grant Morris a proxy to vote the Shares in accordance with, and subject to, the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of these premises and of the stipulations hereinafter recited, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. VOTING 1.1 GRANT OF PROXY. By her execution hereof, Sarah hereby grants to Morris an irrevocable proxy to vote the Shares or to execute and deliver written consents on all matters submitted to the stockholders of the Company with respect to such number of Shares in such manner as Morris in his sole discretion shall determine. Sarah hereby acknowledges that this proxy is irrevocable, is coupled with an interest, and is granted in consideration of certain agreements between Morris and Sarah. Morris shall have full power and authority to do and perform each and every act and thing whether necessary or desirable to be done, as fully as Sarah might or could do if present at a stockholders' meeting or providing or withholding such consent on her own behalf. Morris is authorized to vote or act in person or by proxy at any and all regular and special meetings of stockholders of the Company for whatever purpose called or held, or in connection with any proceedings wherein the vote or written consent of stockholders may be required or authorized. Sarah hereby acknowledges the receipt of good and valuable consideration for the proxy and as such the proxy is coupled with an interest and will not be revocable or revoked by her during the term of this Agreement. 1.2 OTHER RIGHTS OF BENEFICIAL OWNERSHIP. This Agreement shall only affect Sarah's right to vote the Shares at a special or annual meeting of the Company or consent to proposals otherwise presented to stockholders of the Company. Nothing herein shall restrict Sarah from exercising all other rights of beneficial ownership, including the right to receive payments of dividends or other distributions from the Company with respect to the Shares. 2. MISCELLANEOUS 2.1 TERM. This Agreement shall remain in full force and effect for a period of ten years or until terminated upon the earlier to occur of (i) the closing of the sale of the Company by stock purchase, exchange, merger or the sale of all or substantially all of the Company's assets, (ii) the dissolution and liquidation of the Company, or (iii) the written agreement of Sarah and Morris. 2.2 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral. 2.3 SEVERABILITY. In the event that any court having jurisdiction shall determine that any provision contained in this Agreement shall be unreasonable or unenforceable in any respect, then such covenant or other provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such covenant or other provision wholly unenforceable, the remaining covenants and other provisions of this Agreement shall nevertheless remain in full force and effect. 2.4 FURTHER AGREEMENTS. Each of the parties hereto shall execute such documents and take such further actions as may be reasonably required or desirable to carry out the provisions of this Agreement and the transactions contemplated hereby. 2.5 ASSIGNMENT. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the parties hereto. In particular, Morris' right to vote or grant a consent with respect to the Shares subject to the proxy granted hereunder shall be personal to Morris, and Morris shall not transfer, assign, or grant to any other person, nor shall Morris substitute another person for Morris to exercise, Morris' rights to vote or grant a consent with respect to the Shares under such proxy without Sarah's written consent. 2.6 PARTIES IN INTEREST. This Agreement shall be binding upon and inure to the benefit of the heirs, legatees and devisees, executors, administrators, legal representatives, successors and assigns of Morris and Sarah. Nothing herein, either express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement. 2.7 AMENDMENT; WAIVER. This Agreement may not be amended or modified except by an instrument in writing signed by the parties hereto. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. 2.8 GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without giving effect to the conflict of law principles thereof. 2 2.9 COUNTERPARTS. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed and delivered under seal as of the date first written above. --------------------------------- Sarah Sutton --------------------------------- Morris Sutton 3 -----END PRIVACY-ENHANCED MESSAGE-----