-----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, SO+awFfkBHlzZvvrinJpX5oNgb7U7mtim/LwLktJTwSfe/Mk4o0TenXVIie5ppJS 4951c9fe5TpHObzgHhDsoQ== 0001170918-03-000694.txt : 20031231 0001170918-03-000694.hdr.sgml : 20031231 20031231172300 ACCESSION NUMBER: 0001170918-03-000694 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031231 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EUNIVERSE INC CENTRAL INDEX KEY: 0001088244 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 061556248 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57811 FILM NUMBER: 031080912 BUSINESS ADDRESS: STREET 1: 6060 CENTER DRIVE, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 3102151001 MAIL ADDRESS: STREET 1: 6060 CENTER DRIVE, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90045 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENSPAN BRAD D CENTRAL INDEX KEY: 0001105948 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: EUNIVERSE INC STREET 2: 101 N PLAINS INDUSTRIAL RD CITY: WALLINSFORD STATE: CT ZIP: 06492 BUSINESS PHONE: 2032656412 MAIL ADDRESS: STREET 1: EUNIVERSE INC STREET 2: 6060 CENTER DR # 300 CITY: LOS ANGELES STATE: CA ZIP: 90045 SC 13D/A 1 sc13da.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (Amendment No. 1) eUniverse, Inc. ---------------- (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 298 412 10 7 ---------------- (CUSIP Number) Thomas J. Poletti, Esq. c/o Kirkpatrick & Lockhart LLP 10100 Santa Monica Blvd., 7th Floor, Los Angeles, CA 90067 (310) 552-5000 ---------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Not Applicable ---------------- (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_]. (Continued on following pages) (Page 1 of 6 Pages) CUSIP NO. 298 412 10 7 Page 2 of 6 1 NAME OF REPORTING PERSON Brad D. Greenspan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (B) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E): [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH 7 SOLE VOTING POWER 8,166,600 (Includes 400,000 shares underlying options that are exercisable within 60 days) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 8,166,600 (Includes 400,000 shares underlying options that are exercisable within 60 days) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,166,600 (Includes 400,000 shares underlying options that are exercisable within 60 days) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 22.3% 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 298 412 10 7 Page 3 of 6 AMENDMENT NO. 1 TO SCHEDULE 13D RELATING TO THE COMMON STOCK OF EUNIVERSE, INC. ITEM 1. SECURITY AND ISSUER. No change. ITEM 2. IDENTITY AND BACKGROUND. No change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No change. ITEM 4. PURPOSE OF THE TRANSACTION. Mr. Greenspan is a former executive officer and director of the Company. Mr. Greenspan, who beneficially owns approximately 22.3% of the outstanding common stock of the Company as of the date of this filing (see Item 5 hereof), has taken and is considering certain further actions as a result of his dissatisfaction with recent actions of the current Board of Directors of the Company. On December 11, 2003, Mr. Greenspan delivered a resignation letter to the Company outlining certain objections he had to recent actions of the Board of Directors of the Company. On December 10, 2003, Mr. Greenspan filed a complaint in the Court of Chancery of the State of Delaware in and for New Castle County against the Company and each present director of the Company. Mr. Greenspan is seeking to enjoin the enforcement of, and declaratory judgments on, certain recent Board actions to prevent the Board of Directors of the Company from engaging in what he believes to be an entrenchment scheme to shift control of the Board of Directors of the Company from its common stockholders to its preferred stockholders. On December 9, 2003, Mr. Greenspan delivered to the Company a letter demanding the opportunity to inspect the list of the Company's stockholders and related documents. Due to the Company's failure to timely provide such documents, Mr. Greenspan filed a complaint on December 24, 2003 in the Court of Chancery of the State of Delaware in and for New Castle County against eUniverse, Inc. seeking an order to compel the Company to produce the stockholder list and related information identified in the demand letter. Mr. Greenspan received the stockholder list from the Company on December 29, 2003. CUSIP NO. 298 412 10 7 Page 4 of 6 On December 15, 2003, the Court of Chancery held a hearing and reserved January 13 and January 15, 2004 for trial and requested the Company to specify the number of directors to be elected by the stockholders of the Company. On December 31, 2003, Mr. Greenspan filed a preliminary proxy statement with the Securities and Exchange Commission. In his proxy statement, Mr. Greenspan proposes a new slate of five directors (which, as presently contemplated, would not include him) for election by the Company's stockholders in opposition to the slate of four directors put forth by the Board of Directors. Mr. Greenspan's proxy statement also opposes a proposal by the Company that could result in the issuance of additional shares of Preferred Stock to the Company's preferred stockholders. In connection with his proxy solicitation, Mr. Greenspan intends to solicit proxies and/or obtain consents in accordance with applicable law. Mr. Greenspan is considering whether or not to bring additional litigation concerning these matters, such as breach of fiduciary duty by the Board of Directors of the Company and violations of Section 14(a) of the Securities Exchange Act of 1934, as amended, and any fair disclosure requirements of Delaware law, in order to effectuate the foregoing. Mr. Greenspan intends to discuss his dissatisfaction with the current Board of Directors with certain other Company stockholders who share his concerns, subject to applicable law, and will further amend his Schedule 13D in the event that any of such stockholders become a member of a group that includes Mr. Greenspan. Mr. Greenspan has recently sold an aggregate of 74,400 shares of Common Stock of the Company in order to pay for costs associated with his actions described herein (see Item 5 hereof). Mr. Greenspan may determine, from time to time or at any time, to sell or acquire additional shares of Common Stock of the Company. Except as set forth above, Mr. Greenspan has no plans which relate to any of the items listed in (a) - (j) of Item 4 of Schedule 13D. The foregoing actions may be taken in combination with other actions. The timing and sequence of such actions, and which actions to be taken, are being actively considered by Mr. Greenspan and are subject to his judgment as to the best way to proceed. CUSIP NO. 298 412 10 7 Page 5 of 6 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Mr. Greenspan beneficially and directly owns, and has the sole power to vote and the sole power to dispose of 8,166,600 shares (which amount includes an aggregate of 400,000 shares underlying stock options that are exercisable within 60 days) of Common Stock of eUniverse, Inc., which represents approximately 22.3% of the outstanding shares of Common Stock and Preferred Stock on an as-converted basis, which percentage is based on the information set forth in the Company's definitive proxy statement as filed with the Securities and Exchange Commission on December 30, 2003. Between December 16, 2003 and December 23, 2003, Mr. Greenspan sold an aggregate of 74,400 shares of Common Stock in open-market brokers' transactions pursuant to Rule 144 of the Securities Act of 1933, as amended. The following table sets forth, for each such transaction, (i) the date of such transaction, (ii) the number of shares of Common Stock sold and (iii) the sale price per share of Common Stock: ------------ --------------------- --------------------- Date of Number of Shares Sale Price Per Share Transaction: of Common Stock Sold: of Common Stock Sold: ------------ --------------------- --------------------- 12/16/2003 10,000 $1.806 12/17/2003 9,400 $1.789 12/19/2003 50,000 $1.710 12/23/2003 5,000 $1.700 Except as set forth above, Mr. Greenspan has not effected any transactions in the shares of Common Stock during the past sixty days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. No change. CUSIP NO. 298 412 10 7 Page 6 of 6 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. DATED: December 31, 2003 By: /s/ Brad D. Greenspan ------------------------- Name: Brad D. Greenspan -----END PRIVACY-ENHANCED MESSAGE-----