-----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, Vqk7I+UM0XJSyNNb5rZGWgxMUc8UwGqUb9HPick0HKAyiRggDnksoDvsiRHk3CU1 7EIXptuFa+PuhCn5vKcA+g== 0000806085-06-000127.txt : 20061201 0000806085-06-000127.hdr.sgml : 20061201 20061130180118 ACCESSION NUMBER: 0000806085-06-000127 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061201 DATE AS OF CHANGE: 20061130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SENDTEC, INC. CENTRAL INDEX KEY: 0001296001 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81609 FILM NUMBER: 061249191 BUSINESS ADDRESS: BUSINESS PHONE: 727-576-6630 MAIL ADDRESS: STREET 1: 877 EXECUTIVE CENTER DRIVE WEST STREET 2: SUITE 300 CITY: ST. PETERSBURG STATE: FL ZIP: 33702 FORMER COMPANY: FORMER CONFORMED NAME: RELATIONSERVE MEDIA INC DATE OF NAME CHANGE: 20050621 FORMER COMPANY: FORMER CONFORMED NAME: CHUBASCO RESOURCES CORP. DATE OF NAME CHANGE: 20050311 FORMER COMPANY: FORMER CONFORMED NAME: CHUBASCO RESOURCES INC DATE OF NAME CHANGE: 20040630 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 f06-11_3013da2sendtec.txt SC 13D AMDT NO.2 SENDTEC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 SENDTEC, INC. (Formerly Relationserve Media, Inc.) (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 81688A 10 6 (CUSIP Number) Jeffrey A. Welikson Vice President and Corporate Secretary Lehman Brothers Holdings Inc. 745 Seventh Avenue New York, NY 10019 (212) 526-0858 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 15, 2006 (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), 13d-1(f) or 13d-1(g), check the following box. [ ] * 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). SCHEDULE 13D CUSIP NO. 81688A 10 6 (1) Name of Reporting Persons.................Lehman Brothers Holdings Inc. I.R.S. Identification Nos. of Above Persons. 13-3216325 (2) Check the Appropriate Box If A Member of a (a) Group (See Instructions).................... (b) (3) SEC Use Only................................ (4) Source of Funds (See Instructions).......... WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)..... (6) Citizenship or Place of Organization........ Delaware Number of Shares Beneficially Owned by Each Reporting Person with: (7) Sole Voting Power........................... 4,670,295 (1) (8) Shared Voting Power......................... None (9) Sole Dispositive Power...................... 4,670,295 (1) (10) Shared Dispositive Power.................... None (11) Aggregate Amount Beneficially Owned by Each Reporting Person............................ 4,670,295 (1) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).. (13) Percent of Class Represented by Amount in Row 9.99%(2) (11)........................................ (14) Type of reporting person (See Instructions). HC ____________________________ (1) Consists of 3,236,460 shares of Common Stock and 1,433,835 shares of Common Stock issuable upon conversion of Debentures. Excludes 5,232,832 shares of Common Stock issuable upon conversion of Debentures because the terms of the Debentures contain a limitation on acquiring shares of Common Stock if the conversion would result in the holder beneficially owning more than 9.99% of the outstanding Common Stock. (2) Based on 46,755,997 shares of the Issuer's Common Stock outstanding as of November 13, 2006 as reported on Form 10-Q filed by the Issuer on November 17, 2006 and 1,433,835 shares of Common Stock issuable upon conversion of Debentures. SCHEDULE 13D CUSIP NO. 81688A 10 6 (1) Name of Reporting Persons................... Lehman Brothers Inc. I.R.S. Identification Nos. of Above Persons. 13-2518466 (2) Check the Appropriate Box If a Member of a (a) Group (See Instructions).................... (b) (3) SEC Use Only................................ (4) Source of funds (See Instructions).......... WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)..... (6) Citizenship or Place of Organization........ Delaware Number of Shares Beneficially Owned by Each Reporting Person with: (7) Sole Voting Power........................... 4,670,295 (1) (8) Shared voting power......................... None (9) Sole Dispositive Power...................... 4,670,295 (1) (10) Shared Dispositive Power.................... None (11) Aggregate Amount Beneficially Owned by Each Reporting Person............................ 4,670,295 (1) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).. (13) Percent of Class Represented by Amount in Row (11)........................................ 9.99%(2) (14) Type of Reporting Person (See Instructions). BD __________________________________ (1) Consists of 3,236,460 shares of Common Stock and 1,433,835 shares of Common Stock issuable upon conversion of Debentures. Excludes 5,232,832 shares of Common Stock issuable upon conversion of Debentures because the terms of the Debentures contain a limitation on acquiring shares of Common Stock if the conversion would result in the holder beneficially owning more than 9.99% of the outstanding Common Stock. (2) Based on 46,755,997 shares of the Issuer's Common Stock outstanding as of November 13, 2006 as reported on Form 10-Q filed by the Issuer on November 17, 2006 and 1,433,835 shares of Common Stock issuable upon conversion of Debentures. SCHEDULE 13D CUSIP NO. 81688A 10 6 (1) Name of Reporting Persons................... LB I Group Inc. I.R.S. Identification Nos. of Above Persons. (2) Check the Appropriate Box If a Member of a (a) Group (See Instructions).................... (b) (3) SEC Use Only................................ (4) Source of Funds (See Instructions).......... WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)..... (6) Citizenship or Place of Organization........ Delaware Number of Shares Beneficially Owned by Each Reporting Person with: (7) Sole Voting Power........................... 4,670,295 (1) (8) Shared Voting Power......................... None (9) Sole Dispositive Power...................... 4,670,295 (1) (10) Shared Dispositive Power.................... None (11) Aggregate Amount Beneficially Owned by Each Reporting Person............................ 4,670,295 (1) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).. (13) Percent of Class Represented by Amount in Row (11)........................................ 9.99%(2) (14) Type of reporting person (See Instructions). CO ______________________________ (1) Consists of 3,236,460 shares of Common Stock and 1,433,835 shares of Common Stock issuable upon conversion of Debentures. Excludes 5,232,832 shares of Common Stock issuable upon conversion of Debentures because the terms of the Debentures contain a limitation on acquiring shares of Common Stock if the conversion would result in the holder beneficially owning more than 9.99% of the outstanding Common Stock. (2) Based on 46,755,997 shares of the Issuer's Common Stock outstanding as of November 13, 2006 as reported on Form 10-Q filed by the Issuer on November 17, 2006 and 1,433,835 shares of Common Stock issuable upon conversion of Debentures. AMENDMENT NO. 2 TO STATEMENT ON SCHEDULE 13D This Amendment No. 2 amends the Schedule 13D filed on July 6, 2006 (the "Original 13D") by Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"), Lehman Brothers Inc., a Delaware Corporation ("LBI"), and LB I Group Inc., a Delaware corporation ("LB I Group" and together the "Reporting Persons") with respect to the common stock, par value $0.001 per share (the "Common Stock"), of SendTec, Inc (formerly, RelationServe Media, Inc.), a Delaware corporation (the "Issuer"), as amended by Amendment No. 1 thereto filed on October 4, 2006 ("Amendment No. 1"). Terms not defined herein have the respective meanings set forth in the Original 13D or Amendment No. 1. Item 4. Purpose of Transaction. Item 4 is hereby amended to add the following: On November 17, 2006, the Issuer announced that on November 10, 2006, the proposal to amend the Issuer's Certificate of Incorporation to increase the number of authorized shares of Common Stock to effectuate the terms of the SPA Amendment was approved by the Issuer's stockholders. In the Issuer's Quarterly Report on Form 10-Q, the Issuer filed as an exhibit a copy of the certified Amendment to its Certificate of Incorporation to effect such increase, which was filed with the Secretary of State of the State of Delaware on November 15, 2006. Therefore, in accordance with the terms of the SPA Amendment, on November 15, 2006, the SPA Amendment became effective. Item 5. Interest in Securities of the Issuer. Item 5(a) is hereby amended to read in its entirety as follows: (a) See Items 7-13 of the cover pages. LB I Group owns $10 million principal amount of the Debentures issued by STAC. The Debentures contain a provision that prohibits conversion if the effect of such conversion would be for the holder to own in excess of a specified percentage of the outstanding shares of Common Stock. The SPA Amendment changed the specified percentage from 4.99% to 9.99%. The amounts reported as beneficially owned in Items 7-13 of the cover pages includes 3,236,460 shares of Common Stock and an additional 1,433,835 shares of Common Stock issuable upon conversion of the Debentures but excludes the balance of the shares of Common Stock issuable upon conversion of the Debentures to the extent the Reporting Persons would, upon conversion, beneficially own more than 9.99% of the Issuer's Common Stock. LB I Group is the actual owner of the shares of Common Stock actually owned by the Reporting Persons as well the shares of Common Stock issuable upon conversion of the Debentures. Under the rules and regulations of the Commission, each other Reporting Person that is the direct or indirect corporate parent of an entity may be deemed to be the beneficial owner of the shares of Common Stock reported in Items 7-13 of the cover page of that Reporting Person. Signature After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this Amendment No. 2 to the Statement is true, complete and correct. Dated: November 30, 2006 LEHMAN BROTHERS HOLDINGS INC. By /s/ Barrett S. DiPaolo Barrett S. DiPaolo, Vice President LEHMAN BROTHERS INC. By /s/ Barrett S. DiPaolo Barrett S. DiPaolo, Senior Vice President LB I GROUP INC. By /s/ Barrett S. DiPaolo Barrett S. DiPaolo, Authorized Signatory SCHEDULE A Schedule A of the First Amended Schedule 13D is hereby amended to read in its entirety as follows: LEHMAN BROTHERS HOLDINGS INC. BOARD OF DIRECTORS NAME/TITLE BUSINESS ADDRESS MICHAEL L. AINSLIE Lehman Brothers Holdings Inc. Private Investor and former 745 Seventh Avenue President and Chief Executive New York, NY 10019 Officer of Sotheby's Holdings JOHN F. AKERS Lehman Brothers Holdings Inc. Retired Chairman of International 745 Seventh Avenue Business Machines Corporation New York, NY 10019 ROGER S. BERLIND Lehman Brothers Holdings Inc. Theatrical Producer 745 Seventh Avenue New York, NY 10019 THOMAS H. CRUIKSHANK Lehman Brothers Holdings Inc. Retired Chairman and Chief Executive 745 Seventh Avenue Officer of Halliburton Company New York, NY 10019 MARSHA JOHNSON EVANS Lehman Brothers Holdings Inc. President and Chief Executive Officer of American Red Cross 745 Seventh Avenue New York, NY 10019 RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 SIR CHRISTOPHER GENT Lehman Brothers Holdings Inc. Non-Executive Chairman of GlaxoSmithKline plc. 745 Seventh Avenue New York, NY 10019 ROLAND A. HERNANDEZ Lehman Brothers Holdings Inc. Retired Chairman and Chief Executive 745 Seventh Avenue Officer of Telemundo Group, Inc. New York, NY 10019 HENRY KAUFMAN Lehman Brothers Holdings Inc. President of Henry Kaufman 745 Seventh Avenue & Company, Inc. New York, NY 10019 JOHN D. MACOMBER Lehman Brothers Holdings Inc. Principal of JDM Investment Group 745 Seventh Avenue New York, NY 10019 All of the above individuals are citizens of the United States, except for Sir Christopher Gent, who is a citizen of the United Kingdom. LEHMAN BROTHERS HOLDINGS INC. EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 SCOTT FREIDHEIM Lehman Brothers Holdings Inc. Co-Chief Administrative Officer 745 Seventh Avenue New York, NY 10019 IAN LOWITT Lehman Brothers Holdings Inc. Co-Chief Administrative Officer 745 Seventh Avenue New York, NY 10019 JOSEPH M. GREGORY Lehman Brothers Holdings Inc. President and Chief Operating Officer 745 Seventh Avenue New York, NY 10019 CHRISTOPHER O'MEARA Lehman Brothers Holdings Inc. Chief Financial Officer and Controller 745 Seventh Avenue New York, NY 10019 THOMAS A. RUSSO Lehman Brothers Holdings Inc. Chief Legal Officer 745 Seventh Avenue New York, NY 10019 All above individuals are citizens of the United States. LEHMAN BROTHERS INC. BOARD OF DIRECTORS NAME/TITLE BUSINESS ADDRESS HOWARD L. CLARK, JR. Lehman Brothers Holdings Inc. Vice Chairman 745 Seventh Avenue New York, NY 10019 THOMAS A CRUIKSHANK Lehman Brothers Holdings Inc. Retired Chairman and Chief 745 Seventh Avenue Executive Officer of Halliburton New York, New york 10019 Company FREDERICK FRANK Lehman Brothers Holdings Inc. Vice Chairman 745 Seventh Avenue New York, NY 10019 RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 All above individuals are citizens of the United States. LEHMAN BROTHERS INC. EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 SCOTT FREIDHEIM Lehman Brothers Holdings Inc. Co-Chief Administrative Officer 745 Seventh Avenue New York, NY 10019 IAN LOWITT Lehman Brothers Holdings Inc. Co-Chief Administrative Officer 745 Seventh Avenue New York, NY 10019 JOSEPH M. GREGORY Lehman Brothers Holdings Inc. President and Chief Operating Officer 745 Seventh Avenue New York, NY 10019 CHRISTOPHER O'MEARA Lehman Brothers Holdings Inc. Chief Financial Officer and Controller 745 Seventh Avenue New York, NY 10019 THOMAS A. RUSSO Lehman Brothers Holdings Inc. Chief Legal Officer 745 Seventh Avenue New York, NY 10019 All above individuals are citizens of the United States. LB I GROUP INC. BOARD OF DIRECTORS NAME BUSINESS ADDRESS EDWARD S. GRIEB 745 Seventh Avenue New York, NY 10019 CHRISTOPHER M. O MEARA 745 Seventh Avenue New York, NY 10019 EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS GORAN V. PULJIC 745 Seventh Avenue Managing Director New York, NY 10019 DEXTER E. SENFT 745 Seventh Avenue Managing Director New York, NY 10019 MICHEAL I. BRILL 745 Seventh Avenue Managing Director New York, NY 10019 THOMAS BANAHAN 745 Seventh Avenue Managing Director New York, NY 10019 MICHAEL J. CANNON 745 Seventh Avenue Managing Director New York, NY 10019 EDWARD B. MCGEOUGH 745 Seventh Avenue Managing Director New York, NY 10019 BRIAN P. WADE 745 Seventh Avenue Managing Director New York, NY 10019 JARETT WAIT 745 Seventh Avenue Managing Director New York, NY 10019 Jeffrey S. Wecker 745 Seventh Avenue Managing Director New York, NY 10019 Steven L. Berkenfeld 745 Seventh Avenue Managing Director New York, NY 10019 Thomas E. Bernard 745 Seventh Avenue Managing Director New York, NY 10019 James R. Emmert 745 Seventh Avenue Managing Director New York, NY 10019 Edward S. Grieb 745 Seventh Avenue Managing Director New York, NY 10019 Robert G. Hedlund III 745 Seventh Avenue Managing Director New York, NY 10019 Ruth E. Horowitz 745 Seventh Avenue Managing Director New York, NY 10019 William J. Hughes 745 Seventh Avenue Managing Director New York, NY 10019 Alex Kirk 745 Seventh Avenue Managing Director New York, NY 10019 Henry Klein 745 Seventh Avenue Managing Director New York, NY 10019 William E. Lighten 745 Seventh Avenue Managing Director New York, NY 10019 Kurt A. Locher 745 Seventh Avenue Managing Director New York, NY 10019 Raymond C. Mikulich 745 Seventh Avenue Managing Director New York, NY 10019 Michael J. Odrich 745 Seventh Avenue Managing Director New York, NY 10019 Robert D. Redmond 745 Seventh Avenue Managing Director New York, NY 10019 James P. Seery 745 Seventh Avenue Managing Director New York, NY 10019 Mark A. Walsh 745 Seventh Avenue Managing Director New York, NY 10019 Murat Erkurt 745 Seventh Avenue Senior Vice President New York, NY 10019 Anthony F. Felella 745 Seventh Avenue Senior Vice President New York, NY 10019 Gerard J. Fox 745 Seventh Avenue Senior Vice President New York, NY 10019 Kevin R. Genirs 745 Seventh Avenue Senior Vice President New York, NY 10019 Stewart A. Gollmer 745 Seventh Avenue Senior Vice President New York, NY 10019 Karen C. Manson 745 Seventh Avenue Senior Vice President New York, NY 10019 Brian G. Melton 745 Seventh Avenue Senior Vice President New York, NY 10019 Brian Paul 745 Seventh Avenue Senior Vice President New York, NY 10019 Jerry Truzzolino 745 Seventh Avenue Senior Vice President New York, NY 10019 Eric W. Hess 745 Seventh Avenue Senior Vice President New York, NY 10019 Himayani Puri 745 Seventh Avenue Senior Vice President New York, NY 10019 Eric C. Salzman 745 Seventh Avenue Senior Vice President New York, NY 10019 Cynthia C. Zamora 745 Seventh Avenue Senior Vice President New York, NY 10019 Above individuals are citizens of the United States. -----END PRIVACY-ENHANCED MESSAGE-----