-----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, QiwMoglQxjZ5JHlyzknz38sqvxvxP26v0qJ6b7CZCWzUiWiN7nOlqtKM+goYGu+K 5BoTTWOoj2MNIVmstUzBaQ== 0001193125-03-016877.txt : 20030707 0001193125-03-016877.hdr.sgml : 20030704 20030703180009 ACCESSION NUMBER: 0001193125-03-016877 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030707 GROUP MEMBERS: STEPHEN L. NUSSDORF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NUSSDORF GLENN H CENTRAL INDEX KEY: 0001244191 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 14 EAST 81ST STREET CITY: NEW YORK STATE: NY ZIP: 10028 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: E COM VENTURES INC CENTRAL INDEX KEY: 0000880460 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 650026340 STATE OF INCORPORATION: FL FISCAL YEAR END: 0205 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41910 FILM NUMBER: 03775963 BUSINESS ADDRESS: STREET 1: 11701 N W 101 RD CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: 3058891600 MAIL ADDRESS: STREET 1: 11701 N W 101 RD CITY: MIAMI STATE: FL ZIP: 33178 FORMER COMPANY: FORMER CONFORMED NAME: PERFUMANIA INC DATE OF NAME CHANGE: 19930328 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D AMENDMENT NO. 1 TO SCHEDULE 13D

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)

 

(Amendment No. 1)

 

E COM VENTURES, INC.

(Name of Issuer)

 

Common Stock, $.01 Par Value

(Title of class of securities)

 

26830k 20 5

(CUSIP Number)

 

Geoffrey Etherington, Esq.

Edwards & Angell, LLP

750 Lexington Avenue

New York, NY 10022

(212) 756-0237

(Name, Address, and Telephone Number of person

authorized to receive notices and communications)

 

July 1, 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 26830k 20 5

Page 2 of 6

 

  1.  

Name of Reporting Person, S.S. or I.R.S. Identification No. of above person

 

Glenn H. Nussdorf            

    
  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(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

United States citizen            

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    Sole Voting Power

 

        270,990        

  8.    Shared Voting Power

 

        None        

  9.    Sole Dispositive Power

 

        270,990        

10.    Shared Dispositive Power

 

        None        

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

270,990            

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

  

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

10.91%            

    
14.  

Type of Reporting Person

 

IN            

    

 

*   See instructions before filling out! Include both sides of the cover page, responses to Items 1-7 (including Exhibits) of the Schedule, and the Signature Attestation.

SCHEDULE 13D

CUSIP No. 26830k 20 5

Page 3 of 6

 

  1.  

Name of Reporting Person, S.S. or I.R.S. Identification No. of above person

 

Stephen L. Nussdorf            

    
  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(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

United States citizen            

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    Sole Voting Power

 

        40,000        

  8.    Shared Voting Power

 

        None        

  9.    Sole Dispositive Power

 

        40,000        

10.    Shared Dispositive Power

 

        None        

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

40,000            

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

  

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

1.61%            

    
14.  

Type of Reporting Person

 

IN            

    

 

*   See instructions before filling out! Include both sides of the cover page, responses to Items 1-7 (including Exhibits) of the Schedule, and the Signature Attestation.

SCHEDULE 13D

CUSIP No. 26830k 20 5

Page 4 of 6

 

Item 1.    Security and Issuer

 

This Amendment No. 1 to Schedule 13D relates to the Common Stock, par value $0.01 per share, of E Com Ventures, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 11701 NW 101st Road, Miami, FL 33178.

 

This Amendment relates to the Schedule 13D originally filed June 19, 2003 by Glenn H. Nussdorf. Items 2, 3, 4, 5, and 7 of the Schedule 13D are being amended to reflect certain purchases of common stock of the Issuer by Glenn H. Nussdorf and Stephen L. Nussdorf, the brother of Glenn H. Nussdorf. Glenn H. Nussdorf and Stephen L. Nussdorf may be considered a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended, although each disclaims beneficial ownership of the securities owned by the other. Except as provided herein, the Amendment does not modify any of the information previously reported on the Schedule 13D.

 

Item 2.    Identity and Background

 

Item 2 is hereby amended to include the following information about Stephen L. Nussdorf:

 

Stephen L. Nussdorf is an individual residing at 33 Bacon Road, Old Westbury, New York 11568.

 

Stephen L. Nussdorf’s principal occupation is as President of the Fragrance Division of Quality King Distributors, Inc., 2060 Ninth Avenue, Ronkonkoma, NY 11779.

 

Stephen L. Nussdorf has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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.

 

Stephen L. Nussdorf is a United States citizen.

 

Item 3.    Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended to include the following information about Stephen L. Nussdorf:

 

The common stock owned by Stephen L. Nussdorf was purchased with personal funds.

 

Item 4.    Purpose of Transaction

 

Item 4 is hereby amended to include the following information about Stephen L. Nussdorf:

 

Stephen L. Nussdorf may, depending on market conditions, acquire additional securities of the Issuer or dispose of securities of the Issuer.

 

Mr. Nussdorf does not have current plans or proposals to change the present board of directors or management of the Issuer or any of its subsidiaries. He may however in the future seek to serve on the board of directors of the Issuer or designate nominees for election to the board.

 

Item 5.    Interest in Securities of the Issuer

 

Item 5 is hereby amended as follows:

 

Item 5(a). The aggregate percentage of shares of common stock reported owned by both filing persons is based upon 2,483,213 shares outstanding, which is the total number of shares of common stock outstanding as reported in the Issuer’s Form 10-Q for the fiscal quarter ended May 3, 2003.

 

Item 5(b). As of the close of business on July 3, 2003, Glenn H. Nussdorf beneficially owned 270,990 shares of common stock, constituting approximately 10.91% of the shares outstanding. Glenn H. Nussdorf has sole voting and dispositive power with respect to all of the shares beneficially owned by him. As of the close of business on the same day, Stephen L. Nussdorf beneficially owned 40,000 shares of common stock, constituting approximately 1.61% of the shares outstanding. Stephen L. Nussdorf holds these shares in a joint account with his wife.

 

Item 5(c). Stephen L. Nussdorf effected the following transactions in Issuer’s common stock during the past 60 days:

 

Date

    # of Shares
    Price per share
   

Nature of Transaction

July 1, 2003

    2,300    $7.64    Open market purchase

July 1, 2003

    14,800    $7.945    Open market purchase

July 2, 2003

    22,900    $8.6714    Open market purchase

Total

    40,000          

SCHEDULE 13D

CUSIP No. 26830k 20 5

Page 5 of 6

 

Glenn H. Nussdorf effected the following transactions in Issuer’s common stock since June 19, the date of the original filing of the Schedule 13D:

 

Date

    # of Shares
    Price per share
   

Nature of Transaction

June 30, 2003

    4,000    $7.40    Open market purchase

Total

    4,000          

 

Item 5(d). Not applicable.

 

Item 5(e). Not applicable.

 

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

None

 

Item 7.    Material to be filed as Exhibits

 

  99(a)   Power of Attorney for Glenn H. Nussdorf (incorporated by reference to the Form 4 filed by Glenn H. Nussdorf on July 2, 2003).

 

  99(b)   Power of Attorney for Stephen L. Nussdorf.

SCHEDULE 13D

CUSIP No. 26830k 20 5

Page 6 of 6

 

SIGNATURES

 

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.

 

Date: July 3, 2003

 

/s/ Alfred R. Paliani                                    

Glenn H. Nussdorf

    By: Alfred R. Paliani, attorney-in-fact

 

 

/s/ Alfred R. Paliani                                    

Stephen L. Nussdorf

    By: Alfred R. Paliani, attorney-in-fact

EX-99.(B) 3 dex99b.htm POWER OF ATTORNEY POWER OF ATTORNEY

EXHIBIT 99(b)

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Alfred R. Paliani and Michael Katz, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

  (1)   execute for and on behalf of the undersigned Forms 3, 4 and 5 and Schedules 13D or 13G, as appropriate, and any required amendments thereto (collectively, “Reports”), with respect to his securities ownership of E Com Ventures, Inc. (the “Company”), in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules (including Rule 13d-1) promulgated thereunder;

 

  (2)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Report and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

  (3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 or 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Reports with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this first day of July, 2003.

 

Signed: /s/ Stephen L. Nussdorf                

                Stephen L. Nussdorf

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