-----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, CA/chc3W9FNtV2vQ7E2HGXnUVvbopi/KWLV4fA2ltGKMLdHeh8EDWvkNAK0PVZij AqYy5QOpEF2m+/MJ80H/VQ== 0001302111-06-000004.txt : 20060214 0001302111-06-000004.hdr.sgml : 20060214 20060213202353 ACCESSION NUMBER: 0001302111-06-000004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jewell Michael K CENTRAL INDEX KEY: 0001302111 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 425-641-0075 MAIL ADDRESS: STREET 1: 11220 120TH AVENUE NE CITY: KIRKLAND STATE: WA ZIP: 98033 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELEBRATE EXPRESS, INC. CENTRAL INDEX KEY: 0001100124 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISC GENERAL MERCHANDISE STORES [5399] IRS NUMBER: 911644428 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80362 FILM NUMBER: 06606249 BUSINESS ADDRESS: STREET 1: 11220 120TH AVENUE NORTHEAST CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4262501057 MAIL ADDRESS: STREET 1: 11220 120TH AVENUE NORTHEAST CITY: KIRKLAND STATE: WA ZIP: 98033 FORMER COMPANY: FORMER CONFORMED NAME: CELEBRATEEXPRESS COM INC DATE OF NAME CHANGE: 20000111 FORMER COMPANY: FORMER CONFORMED NAME: BIRTHDAY EXPRESS COM INC DATE OF NAME CHANGE: 19991130 SC 13G 1 bdayjewell13g05.txt SCHEDULE 13G - JEWELL, MICHAEL AND JAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________ SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Celebrate Express, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15100A 10 4 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? Rule 13d-1(b) ? Rule 13d-1(c) ? Rule 13d-1(d) *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 (the "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. 15100A 10 4 1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). MICHAEL K. JEWELL 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) ? Joint filing pursuant to 13d-1(k)(1) 3 SEC Use Only 4 Citizenship or Place of Organization: USA 5 Sole Voting Power: 334,848 6 Shared Voting Power: 851,158 7 Sole Dispositive Power: 334,848 8 Shared Dispositive Power: 851,158 9 Aggregate Amount Beneficially Owned by Each Reporting Person: 1,401,238 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ? 11 Percent of Class Represented by Amount in Row (9): 18.2% 12 Type of Reporting Person (See Instructions): IN CUSIP No. 15100A 10 4 1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). JAN A. JEWELL 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) ? Joint filing pursuant to 13d-1(k)(1) 3 SEC Use Only 4 Citizenship or Place of Organization: USA 5 Sole Voting Power: 334,849 6 Shared Voting Power: 851,158 7 Sole Dispositive Power: 334,849 8 Shared Dispositive Power: 851,158 9 Aggregate Amount Beneficially Owned by Each Reporting Person: 1,401,239 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ? 11 Percent of Class Represented by Amount in Row (9): 18.2% 12 Type of Reporting Person (See Instructions): IN Item 1 (a) Name of Issuer: Celebrate Express, Inc. (b) Address of Issuer's Principal Executive Offices: 11220 120th Avenue NE, Kirkland, Washington Item 2 (a) Name of Person Filing: (i) Michael K. Jewell (ii) Jan A. Jewell Attached as Exhibit 1 is a copy of an agreement between the persons filing that this Schedule 13G is being filed on behalf of each of them. (b) Address of Principal Business Office or, if none, Residence: Michael K. Jewell P.O. Box 171, Medina, WA 98039 Jan A. Jewell P.O. Box 171, Medina, WA 98039 (c) Citizenship: Michael K. Jewell and Jan A. Jewell are both US citizens. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 15100A 10 4 Item 3. If this statement is filed pursuant to Rule 13d-1(b), 13d-2(b) or 13d-2(c), check whether the person filing is a: Not applicable. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: By virtue of their spousal relationship, each of Michael K. Jewell and Jan A. Jewell may be deemed to beneficially own and share the power to direct the disposition and vote an aggregate of 1,401,238 shares of Common Stock. Michael K. Jewell is the beneficial owner of 1,401,238 shares of Common Stock, which includes 119,616 shares held in the name of a grantor retained annuity trust of which Mr. Jewell is trustee, and excludes 119,617 shares held in the name of a grantor retained annuity trust of which Jan Jewell, Mr. Jewell's spouse, is trustee. Jan A. Jewell is the beneficial owner of 1,401,239 shares of Common Stock, which includes 119,617 shares held in the name of a grantor retained annuity trust of which Ms. Jewell is trustee, and excludes 119,616 shares held in the name of a grantor retained annuity trust of which Michael Jewell, Ms. Jewell's spouse, is trustee. (b) Percent of class: 18.2% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 334,848 as to Michael K. Jewell and 334,849 as to Jan A. Jewell (ii) Shared power to vote or to direct the vote: 1,401,238 (iii) Sole power to dispose or to direct the disposition of: 334,848 as to Michael K. Jewell and 334,849 as to Jan A. Jewell (iv) Shared power to dispose or to direct the disposition of: 1,401,238 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. This Schedule 13G is not being filed pursuant to Rule 13d-1(b) or Rule 13d-1(c). 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. The undersigned also agree to file this statement jointly pursuant to the agreement set forth on Exhibit 1 hereto. February 10, 2006 Date Michael K. Jewell Michael K. Jewell Jan A. Jewell Jan A. Jewell EXHIBIT 1 Agreement of Joint Filing Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G (and any subsequent amendments hereto) needs to be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Celebrate Express, Inc. EXECUTED this 10th day of February, 2006. By: /s/ Michael K. Jewell Michael K. Jewell By: /s/ Jan A. Jewell Jan A. Jewell Excludes 119,617 shares held in the name of a grantor retained annuity trust of which Jan Jewell, Mr. Jewell's spouse, is trustee. Includes 119,616 shares held in the name of a grantor retained annuity trust of which Mr. Jewell is trustee. Based on 7,706,473 shares of Common Stock of the Issuer outstanding as of December 31, 2005 as disclosed on the Issuer's 10-Q for the quarterly period ended November 30, 2005. Excludes 119,616 shares held in the name of a grantor retained annuity trust of which Michael Jewell, Ms. Jewell's spouse, is trustee. Includes 119,617 shares held in the name of a grantor retained annuity trust of which Ms. Jewell is trustee. Based on 7,706,473 shares of Common Stock of the Issuer outstanding as of December 31, 2005 as disclosed on the Issuer's 10-Q for the quarterly period ended November 30, 2005. -----END PRIVACY-ENHANCED MESSAGE-----