-----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, AceA7iDsARrthydOONn9krLXbrUYb5g4D4iWU8pUxRc4gG0tjIINcPRL3VydizjX McmF1rzmZ/R6s29RuIYTew== 0000944209-01-000017.txt : 20010123 0000944209-01-000017.hdr.sgml : 20010123 ACCESSION NUMBER: 0000944209-01-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EASYRIDERS INC CENTRAL INDEX KEY: 0001065253 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 330811505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54657 FILM NUMBER: 1504616 BUSINESS ADDRESS: STREET 1: 28210 DOROTHY DRIVE STREET 2: STE 400 CITY: AGOURA HILLS STATE: CA ZIP: 91301 BUSINESS PHONE: 8188898740 MAIL ADDRESS: STREET 1: 28210 DOROTHY DRIVE STREET 2: STE 400 CITY: AGOURA HILLS STATE: CA ZIP: 91301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TERESI JOSEPH CENTRAL INDEX KEY: 0001071626 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 28210 DOROTHY DRIVE CITY: AGOURA HILLS STATE: CA ZIP: 91301 BUSINESS PHONE: 8188898740 SC 13D/A 1 0001.txt SCHEDULE 13D/AMENDMENT #5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 5 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* EASYRIDERS, INC. (Name of Issuer) COMMON STOCK, $.001 par value (Title of Class of Securities) 277848107 (CUSIP Number) Joseph Teresi 28210 Dorothy Drive Agoura Hills, California 91301 Telephone: (818) 889-8740 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 2000 (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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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). SCHEDULE 13D CUSIP NO. 277848107 ----------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Joseph Teresi - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 10,787,694 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 10,787,694 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 10,787,694 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 31.77% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------------------------------------------------------------------------ 2 SCHEDULE 13D This Amendment No. 5 of Statement on Schedule 13D is the Fifth Amendment Statement for Joseph Teresi. It represents an amendment to the Statement on Schedule 13D filed on behalf of Joseph Teresi on October 5, 1998, which was last amended by the filing of the Fourth Amendment thereto on April 24, 2000. Item 1. Security and Issuer Common Stock, $.001 par value ("Common Stock") of Easyriders, Inc. (the "Company"). The Company's principal executive offices are located at 28210 Dorothy Drive, Agoura Hills, CA 91301. Item 2. Identity and Background This statement is filed by Joseph Teresi ("Mr. Teresi"). Mr. Teresi is the Publisher and Chief Executive Officer of Paisano Publications, Inc., a principal subsidiary of the Company, and a director of the Company. The principal executive office of Paisano Publications, Inc. is the same as the Company. Item 3. Source and Amount of Funds or Other Consideration On December 29, 2000, Mr. Teresi sold 200,000 shares of Common Stock beneficially owned by him to Breakwater Capital Management, L.L.C., a New York limited liability company of which John Corrigan, a director of the Company, is a 50% owner. The shares were purchased at a price of $0.25 per share in exchange for a promissory note (the "Breakwater Note") in favor of Mr. Teresi in the principal sum of $50,000. Interest on the Breakwater Note is fixed at 6.10%. The principal and all accrued interest under the Breakwater Note are due on December 31, 2001. On December 29, 2000, Mr. Teresi sold 2,000,000 shares of Common Stock beneficially owned by him to KC Publishing, Inc., a Delaware corporation. The shares were purchased at a price of $0.25 per share in exchange for a promissory note (the "KC Note") in favor of Mr. Teresi in the principal sum of $500,000. Interest on the KC Note is fixed at 6.10%. The principal and all accrued interest under the KC Note are due on December 31, 2001. Item 4. Purpose of Transaction The shares were sold by Mr. Teresi in furtherance of his tax planning objectives. Mr. Teresi may acquire and/or dispose of additional shares of Common Stock from time to time, either in the open market or in privately negotiated transactions. Any decision by Mr. Teresi to increase or decrease his holdings in the Common Stock may depend, however, on numerous factors, including, without limitation, the price of shares of Common Stock, the terms and conditions related to their purchase and sale, other business and investment alternatives of Mr. Teresi and general economic and market conditions. 3 Mr. Teresi has disclosed to the board of directors a plan which, if implemented, would result in the resignation of Mr. Martin as Chairman of the Board and a director of the Company. The terms of such plan are presently the subject of negotiations between Mr. Martin, Mr. Teresi, and the Company. The outcome of these negotiations is presently uncertain. Other than the foregoing, Mr. Teresi presently has no 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 or 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 charter, bylaws or instruments corresponding thereto 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 to become 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. However, Mr. Teresi may formulate plans or proposals with respect to one or more of the foregoing in the future. Item 5. Interest in Securities of Issuer (a) As of the date of this report, Mr. Teresi beneficially owns an aggregate of 10,787,694 shares of Common Stock, or approximately 31.77% of the Common Stock (includes all unexercised options and warrants which are vested or vest within 60 days after the day hereof). As of the date of this report, John Martin beneficially owns an aggregate of 7,271,214 shares of Common Stock, or approximately 21.41% of the Common Stock (includes all unexercised options and warrants which are vested or vest within 60 days after the day hereof). The shares of Common Stock held by Mr. Martin and Mr. Teresi are subject to a Stockholders' Voting Agreement between themselves, and accordingly Mr. Teresi may be deemed to share voting power for limited purposes with respect to shares of Common Stock beneficially owned by Mr. Martin. Mr. Teresi disclaims beneficial ownership of the shares of Common Stock beneficially owned by Mr. Martin. (b) Mr. Teresi holds sole voting and dispositive power with respect to the 10,787,694 shares of Common Stock described as being beneficially owned by him, except in matters affecting the voting of the shares for the nomination, election and removal of members of the Company's Board of Directors. For such matters, Mr. Teresi may share the voting power with Mr. Martin pursuant to the provisions of a Stockholders' Voting Agreement. 4 (c) During the past 60 days, Mr. Teresi made the following open market purchases of Common Stock of the Company:
Date Acquired Number of Shares Price per Shares Total Shares Owned ------------- ---------------- ---------------- ------------------ 11/28/00 34,800 $0.3125 12,885,194 11/28/00 17,400 $0.3750 12,902,594 11/28/00 2,100 $0.4375 12,904,694 11/28/00 63,000 $0.5000 12,967,694 12/7/00 19,900 $0.3750 12,987,594 12/7/00 100 $0.3125 12,987,694 12/29/00 (2,200,000)* $0.2500 10,787,694
* Represents the shares disposed of on December 29, 2000 as reported herein. (d) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Common Shares sold to Breakwater Capital Management were transferred pursuant to a Stock Purchase Agreement dated as of December 29, 2000, a copy of which is attached hereto as Exhibit 2 (the "Breakwater Agreement"). Pursuant to the Breakwater Agreement (i) Mr. Teresi was granted a "limited voting proxy" with respect to the 200,000 shares of Common Stock, and (ii) all of the shares conveyed were "restricted shares" and subject to a legend reflecting that "these securities have not been registered under the Securities Act of 1933," etc. (a "Rule 144 Legend"). Subsequently, it was agreed that of the total number of shares conveyed, 100,000 shares would be those previously registered and not subject to a Rule 144 Legend. The Common Shares sold to KC Publishing, Inc. were transferred pursuant to a Stock Purchase Agreement dated as of December 29, 2000, a copy of which is attached hereto as Exhibit 3 (the "KC Agreement"). Pursuant to the KC Agreement (i) Mr. Teresi was granted a "limited voting proxy" with respect to the 2,000,000 shares of Common Stock, and (ii) all of the shares conveyed were "restricted shares" and subject to a Rule 144 Legend. Subsequently, it was agreed that of the total number of shares conveyed, 134,940 shares would be those previously registered and not subject to a Rule 144 Legend. Item 7. Materials to be Filed as Exhibits Exhibit No. Description - ----------- ----------- 1 Stockholders' Voting Agreement between John Martin and Joseph Teresi dated September 23, 1998. (incorporated by reference to Exhibit 1 to the Schedules 13D, filed October 5, 1998). 2 Stock Purchase Agreement between Joseph Teresi and Breakwater Capital 5 Management, LLC dated December 29, 2000, and Promissory Note attached thereto as Exhibit A. 3 Stock Purchase Agreement between Joseph Teresi and KC Publishing, Inc. dated December 29, 2000, and Promissory Note attached thereto as Exhibit A. 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. Dated: January, 8, 2001 By: /s/ Joseph Teresi --------------------------- Joseph Teresi 6 EX-2 2 0002.txt STOCK PURCHASE AGREEMENT DATED DECEMBER 29, 2000 EXHIBIT 2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is made as of December 29, 2000, by and between Joseph Teresi, an individual residing at 2400 Laguna Drive, Ft. Lauderdale, FL 33316 ("Seller"), and Breakwater Capital Management, LLC, a New York limited liability company with offices at 70 West Red Oak Lane, White Plains, NY 10604 ("Purchaser"). WITNESSETH: WHEREAS, the Seller desires to sell and Purchaser desires to acquire shares of stock owned by Seller, as herein described, on the terms and conditions hereinafter set forth. NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, it is agreed between the parties as follows: 1. Purchaser hereby agrees to purchase from Seller and Seller agrees to sell to Purchaser two hundred thousand (200,000) shares of Easyriders, Inc. (the "Company") Common Stock (ticker symbol "EZR" and collectively referred to as the "Stock") for a purchase price of twenty-five cents ($.25) per share, payable as of the above referenced date (the "Closing") by delivery of a promissory note in the form of Exhibit A, attached hereto, in principal amount of fifty thousand dollars ($50,000) (the "Note"). 2. All certificates representing any shares of Stock purchased from Seller under this Agreement shall have following legends set forth thereon: (a) "The shares represented by this certificate are subject to a limited voting proxy issued in favor of Joseph Teresi." (b) "These securities have not been registered under the Securities Act of 1933. They may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under said Act or an opinion of counsel satisfactory to the corporation that such registration is not required." 3. Until such time as the Note is either paid off in full, forgiven or otherwise retired, Purchaser grants Seller a voting proxy on all Company matters where the common stockholders of the Company are entitled to vote. 4. Purchaser acknowledges that it is aware that the Stock to be purchased from Seller pursuant to this Agreement has not been registered under the Securities Act of 1933, as amended. In this connection, Purchaser warrants and represents to the Seller that it is acquiring the Stock for investment and not with a view to or for sale in connection with any distribution of said Stock or with any present intention of distributing or selling said Stock and it does not presently have reason to anticipate any change in circumstances or any particular occasion or event which would cause it to sell said Stock. 5. Subject to the provisions of paragraph 3 above, Purchaser shall, during the term of this Agreement, exercise all rights and privileges of a stockholder of the Company with respect to the Stock held by it. 6. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. 7. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, by overnight courier or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the other party hereto at its address in Subparagraph 1 or at such other address as such party may designate by written notice to the other party hereto. 8. This Agreement shall inure to the benefit of and be binding upon Seller and its successors and assigns. This Agreement shall inure to the benefit of and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser and its successors and assigns. 9. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. 10. This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements between New York residents entered into and to be performed entirely within New York. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Breakwater Capital Management, LLC By: /s/ Brian P. Zwarych - ------------------------------ Brian P. Zwarych, Member /s/ Joseph Teresi - ------------------------------ Joseph Teresi 2 EXHIBIT A PROMISSORY NOTE $50,000 Dec. 29, 2000 1. For Value Received, the undersigned, Breakwater Capital Management, LLC (hereinafter referred to as "Maker"), hereby promises to pay to the order of Joseph Teresi ("Payee"), at 2400 Laguna Drive, Ft. Lauderdale, FL 33316 (or at such other place as the holder hereof may from time to time designate in writing, the principal sum of Fifty Thousand Dollars ($50,000). 2. The principal shall become payable, together with interest at a rate of 6.10% per annum, on or before December 31, 2001. Interest will continue to accrue on any unpaid balance, whether principal or interest. 3. Maker shall have the right to prepay in part or in full, without penalty, this promissory note, together with accrued interest to the date of prepayment, on the amount of principal thus prepaid, at any time. 4. In the event of any failure to pay when due and the continuance of such failure to pay continues for a period of 10 days after written notice of such failure (either by certified or registered mail), this promissory note shall be considered to be in default. 5. Except as set forth herein, Maker waives presentment, demand and presentation for payment, notice of nonpayment and dishonor, protest and notice of protest and expressly agrees that this promissory note or any payment hereunder may be extended from time to time without in any way affecting the liability of Maker. 6. The validity and construction of this promissory note and all matters pertaining hereto are to be determined in accordance with the laws of the State of New York. 7. In the event Seller dies, becomes disabled or is otherwise deemed incompetent to handle his day-to-day business affairs, this promissory note and the outstanding principle and interest accrued thereon shall be forgiven and deemed paid in full by Maker. IN WITNESS WHEREOF, Maker by its appropriate agents thereunto duly authorized, has executed this promissory note on this 29th day of December, 2000. Breakwater Capital Management, LLC By: /s/ Brian P. Zwarych - ------------------------ Brian P. Zwarych, Member 3 EX-3 3 0003.txt STOCK PURCHASE AGREEMENT AS OF DECEMBER 29, 2000 EXHIBIT 3 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is made as of December 29, 2000, by and between Joseph Teresi, an individual residing at 2400 Laguna Drive, Ft. Lauderdale, FL 33316 ("Seller"), and KC Publishing, Inc., a Delaware corporation with offices at 51 Kings Highway West, Haddonfield, NJ 08033 ("Purchaser"). WITNESSETH: WHEREAS, the Seller desires to sell and Purchaser desires to acquire shares of stock owned by Seller, as herein described, on the terms and conditions hereinafter set forth. NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, it is agreed between the parties as follows: 1. Purchaser hereby agrees to purchase from Seller and Seller agrees to sell to Purchaser two million (2,000,000) shares of Easyriders, Inc. (the "Company") Common Stock (ticker symbol "EZR" and collectively referred to as the "Stock") for a purchase price of twenty-five cents ($.25) per share, payable as of the above referenced date (the "Closing") by delivery of a promissory note in the form of Exhibit A, attached hereto, in principal amount of five hundred thousand dollars ($500,000) (the "Note"). 2. All certificates representing any shares of Stock purchased from Seller under this Agreement shall have following legends set forth thereon: (a) "The shares represented by this certificate are subject to a limited voting proxy issued in favor of Joseph Teresi." (b) "These securities have not been registered under the Securities Act of 1933. They may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under said Act or an opinion of counsel satisfactory to the corporation that such registration is not required." 3. Until such time as the Note is either paid off in full, forgiven or otherwise retired, Purchaser grants Seller a voting proxy on all Company matters where the common stockholders of the Company are entitled to vote. 4. Purchaser acknowledges that it is aware that the Stock to be purchased from Seller pursuant to this Agreement has not been registered under the Securities Act of 1933, as amended. In this connection, Purchaser warrants and represents to the Seller that it is acquiring the Stock for investment and not with a view to or for sale in connection with any distribution of said Stock or with any present intention of distributing or selling said Stock and it does not presently have reason to anticipate any change in circumstances or any particular occasion or event which would cause it to sell said Stock. 5. Subject to the provisions of paragraph 3 above, Purchaser shall, during the term of this Agreement, exercise all rights and privileges of a stockholder of the Company with respect to the Stock held by it. 6. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. 7. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, by overnight courier or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the other party hereto at its address in Subparagraph 1 or at such other address as such party may designate by written notice to the other party hereto. 8. This Agreement shall inure to the benefit of and be binding upon Seller and its successors and assigns. This Agreement shall inure to the benefit of and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser and its successors and assigns. 9. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. 10. This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements between New York residents entered into and to be performed entirely within New York. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. KC Publishing, Inc. By: /s/ John C. Prebich - ------------------------------- Name: John C. Prebich Title: President /s/ Joseph Teresi - ------------------------------- Joseph Teresi 2 EXHIBIT A PROMISSORY NOTE $500,000 Dec. 29, 2000 1. For Value Received, the undersigned, KC Publishing, Inc. (hereinafter referred to as "Maker"), hereby promises to pay to the order of Joseph Teresi ("Payee"), at 2400 Laguna Drive, Ft. Lauderdale, FL 33316 (or at such other place as the holder hereof may from time to time designate in writing, the principal sum of Five Hundred Thousand Dollars ($500,000). 2. The principal shall become payable, together with interest at a rate of 6.10% per annum, on December 31, 2001. Interest will continue to accrue on any unpaid balance, whether principal or interest. 3. Maker shall have the right to prepay in part or in full, without penalty, this promissory note, together with accrued interest to the date of prepayment, on the amount of principal thus prepaid, at any time. 4. In the event of any failure to pay when due and the continuance of such failure to pay continues for a period of 10 days after written notice of such failure (either by certified or registered mail), this promissory note shall be considered to be in default. 5. Except as set forth herein, Maker waives presentment, demand and presentation for payment, notice of nonpayment and dishonor, protest and notice of protest and expressly agrees that this promissory note or any payment hereunder may be extended from time to time without in any way affecting the liability of Maker. 6. The validity and construction of this promissory note and all matters pertaining hereto are to be determined in accordance with the laws of the State of New York. 7. In the event Seller dies, becomes disabled or is otherwise deemed incompetent to handle his day-to-day business affairs, this promissory note and the outstanding principle and interest accrued thereon shall be forgiven and deemed paid in full by Maker. IN WITNESS WHEREOF, Maker by its appropriate agents thereunto duly authorized, has executed this promissory note on this 29th day of December, 2000. KC Publishing, Inc. By: 3 /s/ John C. Prebich ____________________________________ Name: John C. Prebich Title: President 4 -----END PRIVACY-ENHANCED MESSAGE-----