-----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, CLIxBQhx4Lohj3dSKSXwLzcsrGzCl60x+Jymc2FRyt/PlSAjyTk9UIKJy6vR8jT2 i0jgjgCA3aed/DftmXdVWg== 0001104659-06-001270.txt : 20060109 0001104659-06-001270.hdr.sgml : 20060109 20060109164513 ACCESSION NUMBER: 0001104659-06-001270 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060109 DATE AS OF CHANGE: 20060109 GROUP MEMBERS: PETTERS COMPANY, INC. GROUP MEMBERS: PETTERS GROUP WORLDWIDE LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Petters Thomas J CENTRAL INDEX KEY: 0001346699 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 952-974-8312 MAIL ADDRESS: STREET 1: 4400 BAKER ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPE COASTAL TRADING CORP CENTRAL INDEX KEY: 0001219097 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 522372260 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80139 FILM NUMBER: 06519649 BUSINESS ADDRESS: STREET 1: 350 5TH AVENUE STREET 2: SUITE 3304 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-971-9715 MAIL ADDRESS: STREET 1: 350 5TH AVENUE STREET 2: SUITE 3304 CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D 1 a06-1476_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 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)

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Cape Coastal Trading Corporation

(Name of Issuer)

 

Common Stock, $.001 par value

(Title of Class of Securities)

 

139330 20 3

(CUSIP Number)

 

Robert K. Ranum, Esq.

Fredrikson & Byron, P.A.

200 South Sixth Street, Suite 4000

Minneapolis, MN  55402

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 29, 2005

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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.   139330 20 3

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thomas J. Petters

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S.A.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,111,111 shares

 

8.

Shared Voting Power 
8,716,826 shares (includes 583,334 shares that may be acquired upon exercise of currently exercisable warrants)

 

9.

Sole Dispositive Power 
1,111,111 shares

 

10.

Shared Dispositive Power 
8,716,826 shares (includes 583,334 shares that may be acquired upon exercise of currently exercisable warrants)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
9,827,937 shares (includes 583,334 shares that may be acquired upon exercise of currently exercisable warrants)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
49.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Petters Group Worldwide, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
7,189,048 shares (includes 277,778 shares that may be acquired upon exercise of a currently exercisable warrant)

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
7,189,048 shares (includes 277,778 shares that may be acquired upon exercise of a currently exercisable warrant)

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
7,189,048 shares (includes 277,778 shares that may be acquired upon exercise of a currently exercisable warrant)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
36.5%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Petters Company, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Minnesota

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,527,778 shares (includes 305,556 shares that may be acquired upon exercise of a currently exercisable warrant)

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
1,527,778 shares (includes 305,556 shares that may be acquired upon exercise of a currently exercisable warrant)

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,527,778 shares (includes 305,556 shares that may be acquired upon exercise of a currently exercisable warrant)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
7.8%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

4



 

Item 1.

Security and Issuer

This Schedule 13D relates to Common Stock, $.001 par value, of Cape Coastal Trading Corporation (the “Issuer”), 8550 West Bryn Mawr, Chicago, Illinois 60631.

 

 

Item 2.

Identity and Background

(a) – (c)               This statement is being filed by Thomas J. Petters, Petters Group Worldwide, LLC, a Delaware limited liability company (“PGW”) and Petters Company, Inc., a Minnesota corporation (“PCI”) (collectively, the “Reporting Persons”).  The principal business address of the Reporting Persons is 4400 Baker Road, Minnetonka, Minnesota 55343.  The principal business of PGW  is the development and investment in companies that  manufacture, procure and market merchandising solutions for key growth markets.   The principal business of PCI is merchandise distribution.  The principal occupation of Mr. Petters is Chief Executive Officer of PGW and PCI; he is also the sole governor and owner of PGW and the sole director and owner of PCI.  Information is provided below with respect to other persons who are executive officers of PGW and PCI.

Mary L. Jeffries, Chief Operating Officer of PGW, 4400 Baker Road, Minnetonka, Minnesota 55343.

Patrick J. Engels, Chief Financial Officer of PGW,  4400 Baker Road, Minnetonka, Minnesota 55343.

Thomas S. Hay, Vice President of PCI, 4400 Baker Road, Minnetonka, Minnesota 55343.

Deanna Munson, Vice President of Operations and Secretary of PCI, 4400 Baker Road, Minnetonka, Minnesota 55343.

(d) and (e)          To the knowledge of the Reporting Persons, neither the Reporting Persons nor any of the individuals listed above has, during the last five years, (i) been convicted in a criminal proceeding, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a 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.

(f)         Each of the individuals referred to above is a citizen of the United States of America.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Pursuant to the merger (“Merger”) of uBid Acquisition Co., Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer (“Acquisition Subsidiary”) with and

 

5



 

into uBid, Inc., a Delaware corporation (“uBid”), PGW acquired 5,800,159 shares of the Issuer’s Common Stock in exchange for 2,500 shares of uBid’s Series A Convertible Preferred Stock, and Mr. Petters acquired 1,111,111 shares of the Issuer’s Common Stock in exchange for 478.92 shares of uBid’s Voting Common Stock.  In connection with the Merger, the Issuer conducted a private placement of units (the “Offering”), with each unit  consisting of one share of the Issuer’s Common Stock and a five-year warrant to purchase one-fourth of a share of the Issuer’s Common Stock at $5.85 per share.  Pursuant to the Offering and in consideration for payment of a promissory note in the principal amount of $5,000,000 in favor of PGW,  PGW acquired 1,111,111 units, consisting of 1,111,111 shares of the Issuer’s Common Stock and a five-year warrant to purchase 277,778 shares of the Issuer’s Common Stock at $5.85 per share.  Pursuant to the Offering and in consideration for payment of a promissory note in the principal amount of $5,500,000 in favor of PCI, PCI acquired 1,222,222 units, consisting of 1,222,222 shares of the Issuer’s Common Stock and a five-year warrant to purchase 305,556 shares of the Issuer’s Common Stock at $5.85 per share.

 

 

Item 4.

Purpose of Transaction

The securities acquired by the Reporting Persons were acquired in connection with the Merger or the Offering (as defined in Item 3 above) for investment purposes.  As major shareholders of the Issuer, the Reporting Persons may be in a position to influence management and, therefore, perhaps influence decisions on any plans or proposals of the type described in paragraphs (a) through (j) of Item 4 of Schedule 13D.   The Reporting Persons may make additional purchases of common stock either in the open market or in private transactions, including shares which may be acquired upon exercise of warrants currently held by PGW and PCI, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Common Stock, other opportunities available to her general economic conditions, money and stock market conditions and other future developments.  Depending on the same factors, the Reporting Persons may decide in the future to sell all or part of their investments in the Issuer’s Common Stock.

 

 

Item 5.

Interest in Securities of the Issuer

PGW owns 7,189,048 shares of Common Stock of the Issuer, including 277,778 shares that may be acquired upon exercise of an exercisable warrant, which represents 36.5% of the outstanding shares of the Issuer’s Common Stock.  PCI owns 1,527,778 shares, including 305,556 shares that may be acquired upon exercise of an exercisable warrant, which represents 7.8% of the outstanding shares of the Issuer’s Common Stock.  Mr. Petters beneficially owns an aggregate of 9,827,937 shares of Common Stock of the Issuer, including 1,111,111 shares owned directly and 8,716,826 shares owned indirectly through PGW and PCI including 583,334 shares that may be acquired upon exercise of exercisable warrants as set forth above, which represents 49.2% of the Issuer’s Common Stock.  Mr. Petters has sole voting and dispositive power over all of the Common Stock and rights to acquire Common Stock currently owned by the Reporting Persons.  Other than the transactions set forth in Item 3 above, neither the

 

6



 

Reporting Persons nor the other persons named in Item 2 engaged in any transaction during the past 60 days with respect to securities of the Issuer.  To the knowledge of the Reporting Persons, no other person named in Item 2 above beneficially owns any securities of the Issuer.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the warrants issued to PGW and PCI, there are no agreements or relationships among the Reporting Persons, the other persons named in Item 2 and the Issuer.

 

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit 1            Agreement by the persons filing this Schedule 13D to make a joint  filing.

 

7



 

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:   January 9, 2006

 

 

 

 

 

 

/s/ Thomas J. Petters

 

 

Thomas J. Petters

 

 

 

 

 

Petters Group Worldwide, LLC

 

 

 

 

 

By

/s/ Thomas J. Petters

 

 

 

Thomas J. Petters, Chief Executive Officer

 

 

 

 

 

Petters Company, Inc.

 

 

 

 

 

By

/s/ Thomas J. Petters

 

 

 

Thomas J. Petters, Chief Executive Officer

 

8



 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

1

 

Agreement by the persons filing this Schedule 13D to make a joint filing.

 

9


EX-1 2 a06-1476_1ex1.htm UNDERWRITING AGREEMENT

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree to file a joint Schedule 13D with respect to the interests of the undersigned in Cape Coastal Trading Corporation and that the Schedule 13D to which this Exhibit 1 is attached is being filed on behalf of each of the undersigned.

 

Dated:   January 9, 2006

 

 

 

 

 

 

/s/ Thomas J. Petters

 

 

Thomas J. Petters

 

 

 

 

 

Petters Group Worldwide, LLC

 

 

 

 

 

By

/s/ Thomas J. Petters

 

 

 

Thomas J. Petters, Chief Executive Officer

 

 

 

 

 

Petters Company, Inc.

 

 

 

 

 

By

/s/ Thomas J. Petters

 

 

 

Thomas J. Petters, Chief Executive Officer

 

1


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