-----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, D1+XI3Na73wI3AHOw1XbJJM6bS4Yn2tD4F9hFZXGbC9xf4Q5H6fsVOL6UiEENPdW oTsTeTfklYDczqJTfde8WQ== 0000919916-03-000025.txt : 20030213 0000919916-03-000025.hdr.sgml : 20030213 20030213163628 ACCESSION NUMBER: 0000919916-03-000025 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANGONE DOMINIC M CENTRAL INDEX KEY: 0001003004 IRS NUMBER: 314529959 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6 NORHT 271 JAMES COURT CITY: MEDINAH STATE: IL ZIP: 60157 MAIL ADDRESS: STREET 1: 6 NORTH 271 JAMES COURT CITY: MEDINAH STATE: IL ZIP: 60157 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IDINE REWARDS NETWORK INC CENTRAL INDEX KEY: 0000078536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 846028875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35249 FILM NUMBER: 03560198 BUSINESS ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: STE 460 CITY: MIAMI STATE: FL ZIP: 33181 BUSINESS PHONE: 3058923300 MAIL ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: SUITE 460 CITY: MIAMI STATE: FL ZIP: 33181 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK AMERICAN CORP DATE OF NAME CHANGE: 19840912 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK TURF CLUB INC DATE OF NAME CHANGE: 19740728 FORMER COMPANY: FORMER CONFORMED NAME: TRANSMEDIA NETWORK INC /DE/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 jel13d905397v2am3wexts.txt SCHEDULE 13D AMENDMENT NO. 3 W/EXHIBITS - DMM SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* iDine Rewards Network, Inc. --------------------------------------------------------- (Name of Issuer) Common Stock, $0.02 par value --------------------------------------------------------- (Title of Class of Securities) 893767103 ----------------------------------- (CUSIP Number) Dominic M. Mangone 6N271 James Court Medinah, IL 60157 (630) 894-4926 with a copy to: John E. Lowe Altheimer & Gray 10 South Wacker Drive Chicago, Illinois 60606 (312) 715-4020 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 5, 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 which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d- 1(b)(3) or (4), 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). - --------------------------------------------------------- 1. Name of Reporting Person: Dominic M. Mangone - --------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ - --------------------------------------------------------- 3. SEC Use Only - --------------------------------------------------------- 4. Source of Funds: PF - --------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f):/ / - --------------------------------------------------------- 6. Citizenship or Place of Organization: Illinois ------------------------------------------ Number of 7. Sole Voting Power: 338,767 Shares ------------------------------------------ Beneficially 8. Shared Voting Power: 0 Owned By ------------------------------------------ Each 9. Sole Dispositive Power: 338,767 Reporting ------------------------------------------ Person 10. Shared Dispositive Power: 0 With - --------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 338,767 - --------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / - --------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 1.5% - --------------------------------------------------------- 14. Type of Reporting Person: IN - --------------------------------------------------------- Item 1. Security and Issuer. This statement constitutes Amendment No. 3 to the Statement on Schedule 13D (the "Original Schedule 13D") filed with the Securities Exchange Commission ("SEC") on May 8, 2000 as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on August 24, 2000 and Amendment No. 2 to Original Schedule 13D filed with the SEC on February 11, 2003 and relates to the shares of common stock, par value $.02 per share (the "Common Stock") of iDine Rewards Network, Inc., formerly known as Transmedia Network, Inc. (the "Issuer") having its principal executive office at 11900 Biscayne Boulevard, Miami, Florida 33181. This Amendment No. 3 is filed solely to include the exhibits which were inadvertently not filed with Amendment No. 2. Unless otherwise stated herein, the Original Schedule 13D, as previously amended, remains in full force and effect. Terms used herein and not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D, as previously amended. Item 7. Material to be Filed as Exhibits. Item 7 is amended and restated as follows: Exhibit Document Description ------- -------------------- 1. Stock Purchase Agreement - Previously filed with Original 13D. 2. Form of Warrant - Previously filed with Original 13D. 3. Investment Agreement - Previously filed with Original 13D. 4. Co-Sale and Voting Agreement - Previously filed with Original 13D. 5. First Amendment to Investment Agreement 6. Termination of Co-Sale and Voting Agreement 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: February 13, 2003 /s/Dominic M. Mangone --------------------- Dominic M. Mangone EX-99.A 3 jel903428.txt FIRST AMENDMENT TO INVESTMENT AGREEMENT FIRST AMENDMENT TO INVESTMENT AGREEMENT This Amendment, dated as of February 5, 2003 (the "Amendment"), to the Investment Agreement, dated April 28, 2000 (the "Investment Agreement") is entered into among iDine Rewards Network Inc. (formerly known as Transmedia Network Inc.), a Delaware corporation (the "Company"), Minotaur Partners II, L.P., an Illinois limited partnership ("MP II"), ValueVision International Inc., a Minnesota corporation, Dominic Mangone and Raymond Bank (each of the foregoing parties, other than the Company, individually, an "Investor" and collectively, the "Investors"). WHEREAS, simultaneously with the execution of this Amendment, the parties hereto and Samstock, L.L.C. are terminating that certain Co-Sale and Voting Agreement, dated as of April 28, 2000 (the "Co-Sale and Voting Agreement"), among the Company, the Investors and Samstock, L.L.C.; WHEREAS, the parties wish to amend the Investment Agreement to reflect the termination of the Co-Sale and Voting Agreement and to make certain other changes to the Investment Agreement; NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, the parties hereto agree as follows: 1. All references to the Co-Sale and Voting Agreement contained in the Investment Agreement are hereby deleted in their entirety. 2. Article IV of the Investment Agreement is hereby deleted in its entirety and replaced by the phrase "Intentionally Omitted." 3. All references to Article IV contained in the Investment Agreement are hereby deleted in their entirety. 4. Section 5.2(b) will not apply to any Minotaur Contracting Party. 5. In connection with the distribution of the Shares and Warrants to its partners, MP II may assign to its general partners, consistent with Section 5.8, the right to require the Company to register Registrable Securities as provided in Article V of the Investment Agreement. 6. Amendment of Section 7.2. Section 7.2 is hereby amended to read in its entirety as follows: "Section 7.2. Until they may be sold without compliance with subsections (c), (d), (e), (f) and (h) of Rule 144 under the Act: (a) Certificates representing any Shares or Warrant Shares shall contain a legend in substantially the following form: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws and may not be sold, transferred, assigned, offered, pledged or otherwise disposed of unless (i) there is an effective registration statement under such Act and such laws covering such securities or (ii) such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration and prospectus delivery requirements of such Act and such laws." (b) Each Warrant shall contain a legend in substantially the form indicated on the form of Warrant attached as Exhibit A to the Stock Purchase and Sale Agreement, dated as of April 28, 2000, among the Company and the Investors." 7. Pursuant to Section 7.4, MP II, prior to transferring any Shares or Warrant Shares or Warrants, will cause each Minotaur Investor to whom such Shares or Warrant Shares or Warrants are to be transferred, to execute and deliver to the Company a Joinder Agreement in the form attached hereto as Annex A. 8. In connection with any sale in the public markets of Shares or Warrant Shares by a Minotaur Contracting Party to any purchaser who is not a Minotaur Investor or otherwise a party to the Investment Agreement, such purchaser shall not be deemed to be an assignee under the Investment Agreement and shall not have any rights or assume any obligations thereunder, and shall not be obligated to sign a Joinder Agreement. 9. Except as amended herein, the Investment Agreement shall remain in full force and effect. 10. MP II has delivered to the Company the resignation of its designee to the Board of Directors which becomes effective as of the effective date of the Amendment, and MP II shall have no further right to designate a Director to serve on the Board of Directors of the Company. 11. The Amendment shall become effective on February 5, 2003. [Signature Page Follows] IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above. IDINE REWARDS NETWORK INC. By: _________________________ Name: Title: MINOTAUR PARTNERS II, L.P. By: _________________________ Name: Title: VALUEVISION INTERNATIONAL INC. By: _________________________ Name: Title: ______________________________ Dominic Mangone ______________________________ Raymond Bank Annex A ------- Joinder Agreement iDine Rewards Network Inc. Minotaur Partners II, L.P. ValueVision International Inc. Dominic Mangone Raymond Bank Re: Investment Agreement, dated as of April 28, 2000, as amended by the First Amendment to Investment Agreement, dated as of February 5, 2003, (the "Agreement"), among iDine Rewards Network Inc. (the "Company"), Minotaur Partners II, L.P. ("MP II"), ValueVision International Inc., Dominic Mangone and Raymond Bank Ladies and Gentlemen: Pursuant to Section 7.4 of the above-referenced Agreement the undersigned, as a transferee from MP II of Shares of Common Stock and/or Warrants of the Company, agrees to be legally bound by the Agreement to the same extent as if he had signed the Agreement as an original signatory as a Minotaur Investor. Executed as of the ___ day of ________, 2003. Very Truly Yours, _________________________ Name: EX-99.B 4 jel903429.txt TERMINATION OF CO-SALE AND VOTING AGREEMENT TERMINATION OF CO-SALE AND VOTING AGREEMENT This Termination Agreement is entered into by and among iDine Rewards Network Inc. (formerly known as Transmedia Network Inc.), a Delaware corporation (the "Company"), Samstock, L.L.C., a Delaware limited liability company ("Samstock"), Minotaur Partners II, L.P., an Illinois limited partnership ("MP II"), ValueVision International Inc., a Minnesota corporation ("ValueVision"), Dominic Mangone ("Mangone") and Raymond Bank ("Bank"), as of this 5th day of February, 2003. W I T N E S S E T H WHEREAS, the Company, Samstock, MP II, ValueVision, Mangone and Bank are parties to that certain Co-Sale and Voting Agreement dated as of April 28, 2000 (the "Co-Sale and Voting Agreement"); WHEREAS, the parties desire to terminate the Co-Sale and Voting Agreement and intend that the Co-Sale and Voting Agreement shall have no further force or effect from and after the effective date of this Termination Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Termination. The Co-Sale and Voting Agreement is terminated effective on February 5, 2003. None of the parties thereto shall thereafter have any rights or obligations thereunder. 2. Applicable Law. This Termination Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Delaware applicable to contracts made in that State. 3. Counterparts. This Termination Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the date first above written. IDINE REWARDS NETWORK INC. By: _________________________ Name: Title: SAMSTOCK, L.L.C. By: _________________________ Name: Title: MINOTAUR PARTNERS II, L.P. By: _________________________ Name: Title: VALUEVISION INTERNATIONAL INC. By: _________________________ Name: Title: ______________________________ Dominic Mangone ______________________________ Raymond Bank [Signature Page to Termination Agreement] -----END PRIVACY-ENHANCED MESSAGE-----