-----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, Sgwr1vDCZznjyuiHcI47uh19W8AGpIQBj9XAuIQO2VP1skfr0ZaY5QBIppWR8Bmr 5nslJYtECJnHQDnDHrtTMg== 0001200952-03-000511.txt : 20030520 0001200952-03-000511.hdr.sgml : 20030520 20030519205556 ACCESSION NUMBER: 0001200952-03-000511 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030520 GROUP MEMBERS: CHESTER L. F. PAULSON GROUP MEMBERS: JACQUELINE M. PAULSON GROUP MEMBERS: PAULSON CAPITAL CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADSTAR COM INC CENTRAL INDEX KEY: 0001091599 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 223666899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61285 FILM NUMBER: 03711314 BUSINESS ADDRESS: STREET 1: 4553 GLENCO AVENUE STREET 2: SUITE 325 CITY: MARINA DEL RAY STATE: CA ZIP: 90292 MAIL ADDRESS: STREET 1: 4553 GLENCO AVENUE STREET 2: SUITE 325 CITY: MARINA DEL REY STATE: CA ZIP: 90292 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAULSON CHESTER L F CENTRAL INDEX KEY: 0000898196 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 811 SW NAITO PARKWAY STREET 2: SUITE 200 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 503-243-6000 MAIL ADDRESS: STREET 1: 811 SW NAITO PARKWAY STREET 2: SUITE 200 CITY: PORTLAND STATE: OR ZIP: 97204 SC 13D/A 1 cp_as13da30502.txt OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.........11 ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ----- AdStar, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 00737P 104 - -------------------------------------------------------------------------------- (CUSIP Number) - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 30, 2003 - -------------------------------------------------------------------------------- (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). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1746 (3-00) Page 1 of 9 CUSIP No. 00737P 104 - -------------------------------------------------------------------------------- 1. Names of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) CHESTER L.F. AND JACQUELINE M. PAULSON, AS JOINT TENANTS - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) | | (b) |X| - -------------------------------------------------------------------------------- 3. Sec Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF, OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7. Sole Voting Power 266,179 Number of --------------------------------------------------------- Shares Beneficially Owned by Each Reporting Person 8. Shared Voting Power 1,927,195 With --------------------------------------------------------- 9. Sole Dispositive Power 266,179 --------------------------------------------------------- 10. Shared Dispositive Power 1,927,195 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,193,374 - -------------------------------------------------------------------------------- 12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 24.2% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- Page 2 of 9 CUSIP No. 00737P 104 - -------------------------------------------------------------------------------- 1. Names of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) PAULSON CAPITAL CORP. IRS NO. 93-05898534 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) | | (b) |X| - -------------------------------------------------------------------------------- 3. Sec Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC, OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of --------------------------------------------------------- Shares Beneficially Owned by Each Reporting Person 8. Shared Voting Power 1,927,195 With --------------------------------------------------------- 9. Sole Dispositive Power 0 --------------------------------------------------------- 10. Shared Dispositive Power 1,927,195 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,927,195 - -------------------------------------------------------------------------------- 12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 21.2% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) BD,CO,HC - -------------------------------------------------------------------------------- Page 3 of 9 Item 1. Security and Issuer This Schedule 13D Amendment (this "Schedule") relates to shares of common stock (the "Issuer Common Stock"), of AdStar, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 4553 Glencoe Avenue, Suite 325, Marina del Rey, California 90292. This Schedule amends the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons (as defined below) on or about April 3, 2002. Item 2. Identity and Background (a) This statement is being filed jointly by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission under Section 13 of the Securities Exchange Act of 1934, as amended: (i) Chester L.F. and Jacqueline M. Paulson, as joint tenants and each individually (together, the "Paulsons"); and (ii) Paulson Capital Corporation, an Oregon corporation ("PCC"), which directly wholly owns Paulson Investment Company, Inc., an Oregon corporation and a registered broker-dealer ("PIC"). The Paulsons and PCC are collectively referred to as the "Reporting Persons." Information with respect to the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information by another Reporting Person, except as otherwise provided in Rule 13d-1(k) of the Act. By their signature on this statement, each of the Reporting Persons agrees that this statement is filed on behalf of such Reporting Person. (b) The Paulsons' principal business address is 811 S.W. Naito Parkway, Suite 200, Portland, OR 97204. Each of PCC's and PIC's principal business address is 811 S.W. Naito Parkway, Suite 200, Portland, OR 97204. (c) Mr. Paulson is Chairman of the Board of PCC and PIC. Mrs. Paulson is Corporate Secretary/Treasurer of PCC and PIC. (d) To the best of their knowledge, during the last five years none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) To the best of their knowledge, during the last five years none of the Reporting Persons has been a party to a civil proceeding of a jurisdiction or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Paulsons are citizens of the United States of America, and PCC and PIC are organized under the laws of the United States of America. Item 3. Source and Amount of Funds or Other Consideration Between December 1999 and July 2002 and in exchange for approximately $591,800, Mr. Paulson through Paulson Family, LLC acquired 180,000 shares of Issuer Common Stock and warrants to purchase 50,000 shares of Issuer Common Stock, in each case through open market purchases. On December 16, 1999 and in exchange for services related to the Issuer's initial public offering, Mr. Paulson received underwriter units consisting of rights to purchase 9,000 shares of Issuer Common Stock and warrants to purchase 9,000 shares of Issuer Common Stock. On September 25, 2001 and January 17, 2002, and in exchange for services related to a public offering by the Issuer, Mr. Paulson received underwriter units consisting of warrants to purchase 16,200 and 1,979 shares, respectively, of Issuer Common Stock. Between December 1999 and December 2001, PIC acquired 255,000 shares of Issuer Common Stock and warrants to purchase 80,000 shares of Issuer Common Stock, in each case through open market purchases. On December 16, 1999 and in exchange for services related to the Issuer's initial public offering, PIC received underwriter units consisting of warrants to purchase 60,500 shares of Issuer Common Stock and warrants to purchase 60,500 Page 4 of 9 shares of Issuer Common Stock. On September 25, 2001 and January 17, 2002 and in exchange for services related to a public offering by the Issuer, PIC received underwriter units consisting of warrants to purchase 149,000 and 22,137 shares, respectively, of Issuer Common Stock. On February 16, 2001, PCC converted the entire amount ($1,186,965.33) of a promissory note payable by the Issuer into 593,483 shares of Issuer Common Stock at a conversion rate of $2.00 per share. On April 4, 2001 and in exchange for $100,000, PIC purchased units consisting of 200,000 shares of Issuer Common Stock and warrants to purchase 100,000 shares of Issuer Common Stock in a private transaction directly from the Issuer. On June 5, 2001 and in exchange for $267,500, PIC purchased warrants to purchase 250,000 shares of Issuer Common Stock in a private transaction. On December 28, 2001 and in exchange for $123,750, PIC purchased 275,000 shares of Issuer Common Stock in a private transaction directly from the Issuer. On July 10, 2002, PCC sold 25,000 shares of Issuer Common Stock for $.87 per share and on July 19, 2002, PCC sold 70,025 shares of Issuer Common Stock for $.78 per share, in each case on the open market. See Item 5(c) regarding recent sales. Item 4. Purpose of Transaction The Reporting Persons acquired shares of Common Stock for investment purposes. The Reporting Persons have no existing plans or proposals that include or may result in: (a) the acquisition 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, (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (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) a material change in the present capitalization or dividend policy of the Company, (f) any other material changes in the Company's business or corporate structure, (g) changes in the Company's charter, bylaws or instruments corresponding thereto, or other actions that may impede the acquisition of control of the Company by any person, or (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, (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to the foregoing actions. Item 5. Interest in Securities of the Issuer (a) (i) Through Paulson Family, LLC the Paulsons directly beneficially own (i) 180,000 shares of Issuer Common Stock; and (ii) warrants to purchase 50,000 shares of Common Stock. Chester Paulson directly beneficially owns warrants to purchase 36,179 shares of Common Stock. Through their relationship with PCC and PIC, the Paulsons may be deemed to beneficially own the Common Stock, underwriter warrants and warrants to purchase Issuer Common Stock that are directly beneficially owned by each of PCC and PIC. The Paulson's direct beneficial ownership, together with the shares that the Paulsons may be deemed to beneficially own through their relationship with PCC and PIC, constitutes 24.2% of the 8,263,676 shares of Common Stock outstanding as of March 28, 2003, as reported in the Issuer's Form 10-K filed with the SEC on March 31, 2003. Pursuant to Rule 13d-4, the Paulsons expressly disclaim beneficial ownership of: (i) the 475,058 shares of Common Stock of which PCC is the record owner; (ii) the 730,000 shares of Common Stock of which PIC is the record owner; and (iii) the underwriter warrants and warrants to purchase, in aggregate, 722,137 shares of Common Stock of which PIC is the record owner. (ii) PCC directly beneficially owns 475,058 shares of Common Stock. PIC directly beneficially owns (i) 730,000 shares of Common Stock; and (ii) warrants to purchase 722,137 shares of Common Stock. Because PCC directly wholly owns PIC, it may be deemed to beneficially own the Common Stock and warrants to purchase Common Stock that are directly beneficially owned by PIC. PCC's direct and indirect beneficial ownership constitutes 21.2% of the 8,263,676 shares of Common Stock outstanding as of March 28, 2003, as reported in the Issuer's Form 10-K filed with the SEC on March 31, 2003. Page 5 of 9 (b) (i) Of the total amount of shares that are either beneficially owned or that may be deemed to be beneficially owned by the Paulsons, the Paulsons have sole power to vote or direct the vote of 266,179 shares. Of the total amount of shares directly or indirectly beneficially owned by PCC, PCC and the Paulsons have shared power to vote or direct the vote of 1,927,195 shares. (ii) Of the total amount of shares that are either beneficially owned or that may be deemed to be beneficially owned by the Paulsons, the Paulsons have shared power to vote or direct the vote of 1,927,195 shares. (iii) Of the total amount of shares that are either beneficially owned or that may be deemed to be beneficially owned by the Paulsons, the Paulsons have sole power to dispose or direct the disposition of 266,179 shares. Of the total amount of shares directly or indirectly beneficially owned by PCC, PCC and the Paulsons have shared power to dispose or direct the disposition of 1,927,195 shares. (iv) Of the total amount of shares that are either beneficially owned or that may be deemed to be beneficially owned by the Paulsons, the Paulsons have shared power to dispose or direct the disposition 1,927,195 shares. (c) The following sales in the shares of Common Stock were effected by the Reporting Persons during the last sixty days: Date Amount Price ---- ------ ----- 4/23/03 6,400 $0.80 4/24/03 2,000 $0.80 4/25/03 3,000 $0.80 4/30/03 12,000 $0.80 (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Persons have entered into a Joint Filing and Consent Agreement dated as of May 19, 2003. Pursuant to such agreement, each member of the Reporting Persons has agreed to file jointly file and update reports pursuant to Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended ("Section 13 Reports") with respect to the Common Stock. Item 7. Material to be Filed as Exhibits Exhibit 1. Joint Filing Agreement dated as of May 19, 2003, by and among Paulson Capital Corp., Paulson Investment Company, Chester L.F. Paulson and Jacqueline M. Paulson Page 6 of 9 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. PAULSON CAPITAL CORP. Dated: May 19, 2003 /s/ CHESTER L.F. PAULSON ----------------------------------- By: Chester L.F. Paulson Its: Chairman of the Board Dated: May 19, 2003 /s/ CHESTER L.F. PAULSON ----------------------------------- Chester L.F. Paulson, individually Dated: May 19, 2003 /s/ JACQUELINE M. PAULSON ----------------------------------- Jacqueline M. Paulson, individually Page 7 of 9 EXHIBIT INDEX Exhibit No. Description ----------- ----------- Exhibit 1. Joint Filing Agreement dated as of May 19, 2003, between Paulson Capital Corp., Paulson Investment Company, Chester L.F. Paulson and Jacqueline M. Paulson. Page 8 of 9 Exhibit 1 JOINT FILING AGREEMENT The undersigned and each other person executing this Joint Filing Agreement (this "Agreement") agree as follows: (i) The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13D or Schedule 13G in accordance with the Securities Exchange Act of 1934 and the regulations promulgated thereunder and such schedule is filed on behalf of the undersigned and each other person executing this Agreement; and (ii) The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D or Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained herein; provided, however, that none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. DATED: May 19, 2003 PAULSON CAPITAL CORP. /s/ CHESTER L.F. PAULSON ----------------------------- By: Chester L.F. Paulson Its: Chairman of the Board PAULSON INVESTMENT COMPANY, INC. /s/ CHESTER L.F. PAULSON ----------------------------- By: Chester L.F. Paulson Its: Chairman of the Board /s/ CHESTER L.F. PAULSON ----------------------------- Chester L.F. Paulson, an individual /s/ JACQUELINE M. PAULSON ----------------------------- Jacqueline M. Paulson, an individual Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----