-----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, M5OCq5hVWd81enquoy+R5vXz2/mFL3RrzB6zKX6bSOUgNFebshMvCtQISiNyIPJV iMkw5JPL9X+FAvtt9fQrhg== 0001047469-98-045095.txt : 19981228 0001047469-98-045095.hdr.sgml : 19981228 ACCESSION NUMBER: 0001047469-98-045095 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUITE101 COM INC CENTRAL INDEX KEY: 0000896726 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330464753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54879 FILM NUMBER: 98775745 BUSINESS ADDRESS: STREET 1: 1122 MAINLAND STREET SUITE 390 CITY: VANCOUVER B C CANADA STATE: A1 ZIP: 92626 BUSINESS PHONE: 6046891428 FORMER COMPANY: FORMER CONFORMED NAME: KINETIC VENTURES LTD DATE OF NAME CHANGE: 19970514 FORMER COMPANY: FORMER CONFORMED NAME: NEURO NAVIGATIONAL CORP DATE OF NAME CHANGE: 19941117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRADSHAW JULIE M CENTRAL INDEX KEY: 0001075827 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: A1 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1122 MAINLAND STREET SUITE 390 STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA BUSINESS PHONE: 4168659237 MAIL ADDRESS: STREET 1: 1122 MAINLAND STREET SUITE 390 STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA STATE: A1 SC 13D 1 SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SUITE 101.COM, INC. ------------------- (Name of Issuer) COMMON STOCK $.01 PAR VALUE --------------------------- (Title of Class of Securities) 865073 10 0 -------------- (CUSIP Number) JULIE M. BRADSHAW 1122 MAINLAND STREET - SUITE 390 VANCOUVER, B.C., CANADA V6B 5L1 604-682-1400 ----------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 10, 1998 ----------------------------------- 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 [ ].
CUSIP NO. 865073 10 0 - --------------------------------------------------------------------------------------------------- 1. Name of Reporting Person Julie M. Bradshaw S.S. or IRS Identification No. of Above Person Not Required - --------------------------------------------------------------------------------------------------- 2. Check the Appropriate Box if a (a) [ ] Member of a Group (b) [X] - --------------------------------------------------------------------------------------------------- 3. SEC Use Only - --------------------------------------------------------------------------------------------------- 4. Source of Funds PF - --------------------------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable - --------------------------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Canada - --------------------------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Reporting Person: 7) Sole Voting Power 807,571 ----------------------------------------------- 8) Shared Voting Power -0- ----------------------------------------------- 9) Sole Dispositive Power 807,571 ----------------------------------------------- 10) Shared Despositive Power -0- - --------------------------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 807,571 - --------------------------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable - --------------------------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 8.0% - --------------------------------------------------------------------------------------------------- 14. Type of Reporting Person IN
-2- ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Statement relates is shares of common stock, par value $.001 per share (the "Shares"), of Suite101.com, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 1122 Mainland Street, Suite 390, Vancouver, British Columbia, Canada V6B 5L1 ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by Julie M. Bradshaw ("Ms. Bradshaw"). Ms. Bradshaw is a citizen of Canada with an address at 1122 Mainland Street, Suite 390, Vancouver, B.C., Canada V6B 5L1. Ms. Bradshaw, a co-founder of i5ive communications, inc. ("i5ive"), has been a Director of i5ive since April 1996 and is currently the Managing Director of Real World Relations. Prior thereto she attended the University of Paris, Sorbonne and the University of British Columbia. In 1992, Ms. Bradshaw earned her B.A. degree from the University of British Columbia with a major in French Literature. Ms. Bradshaw is the daughter of Peter L. Bradshaw, the President and a Director of the Company and i5ive. Ms. Bradshaw has not, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The purchase price for the Shares was nominal consideration as an inducement for entering into the transaction. ITEM 4. PURPOSE OF TRANSACTION. On December 10, 1998, pursuant to an agreement effective October 30, 1998, the Company completed a transaction with i5ive. In the transaction, the Company issued an aggregate of 3,405,622 shares of Common Stock (after reflecting a 1-for-6 reverse stock split of the Company's outstanding shares), to Northfield Capital Corporation and 284085 B.C. Ltd., the former shareholders of i5ive, in exchange for all of the outstanding shares of i5ive. In addition, concurrently with the closing of the transaction, Ms. Bradshaw, Sunny Hirai, Northfield Capital Corporation and two i5ive management employees, acquired from Benitz & Partners Limited, a principal stockholder of the Company, an aggregate of 2,500,000 shares of Common Stock. Ms. -3- Bradshaw acquired 807,571 of such shares. On the closing of the transaction, Peter L. Bradshaw, Ms. Bradshaw, and Mr. Hirai, officers and Directors of i5ive, were elected Directors of the Company and the Company's three Directors prior to the closing resigned. As a consequence of the transactions, Northfield Capital Corporation, 284085 B.C. Ltd., Ms. Bradshaw and Mr. Hirai hold an aggregate of 5,610,340 shares of the Company's outstanding Common Stock or approximately 55.8% of the shares outstanding. Ms. Bradshaw is not acting as part of a "group", as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with such persons with respect to acquiring, holding or disposing of the Shares. The purpose or purposes of the acquisition of the Shares by Ms. Bradshaw was a passive investment. Depending on market conditions and other factors, Ms. Bradshaw may acquire additional Shares as it deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Ms. Bradshaw also reserves the right to dispose of some or all of its Shares in the open market, in privately negotiated transactions to third parties or otherwise. As of the date hereof, except as described herein, Ms. Bradshaw does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's Certificate of Incorporation or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. -4- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of December 10, 1998, Ms. Bradshaw holds beneficially the following securities of the Company.
Percentage of shares of Common Title of security Amount Stock (1) - ----------------------- ----------------------------------------------------- Common Stock 807,571 8.0%
- ----------------------- (1) Calculated in accordance with Rule 13d-3. (b) Ms. Bradshaw has the sole power to vote or to direct the vote of the Shares held by her and has the sole power to dispose or to direct the disposition of the Shares held by her. (c) None (d) Not applicable (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. None -5- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: December 22, 1998 /s/ JULIE M. BRADSHAW ----------------------- Julie M. Bradshaw -6- -----END PRIVACY-ENHANCED MESSAGE-----