-----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, JdIVidyzUO5EYYRd0kKfsCSW/lv5vFP7+ICnl04e1hJXysJpl9BxuK/C0yfcrkLT Z4c623TOF8Eoye+NYYQAkA== /in/edgar/work/0000916641-00-001406/0000916641-00-001406.txt : 20000930 0000916641-00-001406.hdr.sgml : 20000930 ACCESSION NUMBER: 0000916641-00-001406 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEWTEK CAPITAL INC CENTRAL INDEX KEY: 0001094019 STANDARD INDUSTRIAL CLASSIFICATION: [6199 ] IRS NUMBER: 113504638 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59647 FILM NUMBER: 730966 BUSINESS ADDRESS: STREET 1: 1500 HEMPSTEAD TURNPIKE CITY: EAST MEADOW STATE: NY ZIP: 11554 BUSINESS PHONE: 5163902252 MAIL ADDRESS: STREET 1: 1500 HEMPSTEAD TURNPIKE CITY: EAST MEADOW STATE: NY ZIP: 11554 FORMER COMPANY: FORMER CONFORMED NAME: TWG INC DATE OF NAME CHANGE: 19991213 FORMER COMPANY: FORMER CONFORMED NAME: WHITESTONE HOLDINGS INC DATE OF NAME CHANGE: 19990827 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SLOANE BARRY CENTRAL INDEX KEY: 0001124485 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 845 THIRD AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128269029 SC 13D 1 0001.txt SCHEDULE 13D - -------------------------------------------------------------------------------- SEC 1746 Potential persons who are to respond to the collection of information (2-98) in this form are not required to respond unless the form displays a currently valid OMB control number. - -------------------------------------------------------------------------------- /----------------------------/ / OMB APPROVAL / /OMB Number: 3235-0145/ /Expires: October 31, 2002/ /Estimated average burden / /hours per response.... 14.9 / /----------------------------/ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* - -------------------------------------------------------------------------------- (Name of Issuer) Newtek Capital, Inc. - -------------------------------------------------------------------------------- (Title of Class of Securities) Common Stock, par value $0.02 per share - -------------------------------------------------------------------------------- (CUSIP Number) - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Barry Sloane Newtek Capital 845 Third Avenue, 8/th/ Floor New York, NY 10022 (212) 826-9029 --------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) September 19, 2000 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 (S)(S)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 copes of the schedule, including all exhibits. See(S)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. - ------------------------------------------------------------------------------ Names of Reporting Persons. 1. I.R.S. Identification Nos. of above persons (entities only). Barry Sloane - ------------------------------------------------------------------------------ Check the Appropriate Box if a Member of a Group (See Instructions) 2. (a) (b) - ------------------------------------------------------------------------------ SEC Use Only 3. - ------------------------------------------------------------------------------ Source of Funds (See Instructions) 4. - ------------------------------------------------------------------------------ Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 5. - ------------------------------------------------------------------------------ Citizenship or Place of Organization 6. New York - ------------------------------------------------------------------------------ Sole Voting Power 7. 4,789,100 NUMBER OF SHARES ----------------------------------------------------------- Shared Voting Power BENEFICIALLY 8. 2 OWNED BY ----------------------------------------------------------- EACH Sole Dispositive Power 9. 4,789,100 REPORTING PERSON ----------------------------------------------------------- Sole Dispositive Power WITH 10. - ------------------------------------------------------------------------------ Aggregate Amount Beneficially Owned by Each Reporting Person 11. 4,789,000 - ------------------------------------------------------------------------------ Check if the Aggregate Amount in Row (11) Excludes Certain Shares 12. (See Instructions) - ------------------------------------------------------------------------------ Percent of Class Represented by Amount in Row (11) 13. 22.8% - ------------------------------------------------------------------------------ Type of Reporting Person (See Instructions) 14. - ------------------------------------------------------------------------------ ATTACHMENT TO STATEMENT FILED UNDER SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This statement under Schedule 13D is filed with respect to common stock, $0.02 par value ("common stock') of Newtek Capital, Inc. (the "Company"), whose principal executive office is at 845 Third Avenue, 8/th/ Floor, New York, New York 10022. ITEM 2. IDENTITY AND BACKGROUND This statement is filed for Barry Sloane. The information for Barry Sloane is as follows: a. Barry Sloane b. Mr. Sloane's address is at . 845 Third Avenue, 8/th/ Floor, New York, New York 10022. c. Mr. Sloane's position is as Chairman, Chief Executive Officer, and Director of the Company, which organizes and operates certified capital companies which provide a base for the structuring, development and acquisition of further businesses, particularly early-stage, technology oriented companies focused on Internet related commerce. The Company's principal address is at 845 Third Avenue, 8/th/ Floor, New York, New York 10022. d. None e. None f. USA ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Company entered into an Agreement and Plan of Merger with REXX Environmental Corporation ("REXX") dated December 9, 1999. Pursuant to the Agreement, and subject to the conditions set forth in the Agreement, including shareholder approval of both companies, on September 19, 2000 REXX was merged into a subsidiary of Newtek, and as survivor became a subsidiary of Newtek. Prior to the merger, REXX common stock was listed on the American Stock Exchange under the trading symbol "REX" and the stock of Newtek was privately held and not traded. Upon completion of the merger, the 3 Newtek common stock was listed on the American Stock Exchange ("AMEX") under the symbol "NKC", and the REXX stock to be delisted from the Exchange and deregistered under the Securities Exchange Act of 1934. Shares of REXX common stock were converted into Newtek common stock on a one-for-one basis. At the completion of the merger, the Newtek common stock consisted of 20,981,861 shares issued and outstanding and adjusted to reflect the shares issued in the merger, 4,789,100 of which are owned by Mr. Sloane. ITEM 4. PURPOSE OF TRANSACTION Mr. Sloane's reporting obligation on this Schedule arose as a result of the effectiveness of the merger, described above in Item 3, on September 19, 2000. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. Barry Sloane beneficially owns 4,789,100 shares of the common stock. This constitutes 22.8% of the outstanding common stock as of September 19, 2000. b. Mr. Sloane has the sole power to vote the shares. c. The reporting party has nothing to report under this subpart. d. The reporting party has nothing to report under this subpart. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The reporting party is the sole owner of the common stock. The reporting party does not have any agreements regarding the common stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following documents are filed as exhibits to this Statement: 2.1 Agreement and Plan of Merger dated December 9, 1999* ------------- *Incorporated by reference to Newtek Capital's Registration Statement on Form S-4, filed on August 14, 2000 (File No. 333-43744). 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. September 26, 2000 /s/ Barry Sloane --------------------- Barry Sloane 4 -----END PRIVACY-ENHANCED MESSAGE-----