SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
THEGLOBE.COM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
88335R101
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(CUSIP Number)
DONALD E. THOMPSON, II, ESQ.
PROSKAUER ROSE LLP
2255 GLADES ROAD, SUITE 340W
BOCA RATON, FLORIDA 33431
(561) 241-7400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
AUGUST 2, 2002
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(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 [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 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 the 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. 88335R101 PAGE 2 OF 6
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1. NAME OF REPORTING PERSONS Edward A Cespedes
S.S. or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS 264-81-1725
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
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7 SOLE VOTING POWER 1,915,000 (1)
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NUMBER OF 8 SHARED VOTING POWER -0-
SHARES
BENEFICIALLY ------------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER 1,915,000 (1)
EACH
REPORTING ------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,915,000(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.9% (1)
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14 TYPE OF REPORTING PERSON* IN
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(1) Consists solely of options to acquire common stock of the Issuer granted to
the Reporting Person in his capacity as an employee.
PAGE 3 OF 6
ITEM 1. SECURITY AND ISSUER
This Schedule 13D ("Schedule 13D") relates to common stock, par value $.001
("Common Stock"), of theglobe.com, inc., a Delaware corporation (the "Issuer" or
the "Company"). The principal executive offices of the Issuer are located at
110 East Broward Blvd., Suite 1400, Fort Lauderdale, Florida 33301.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This Schedule 13D is filed by Edward A. Cespedes ("Reporting Person").
The address of the Reporting Persons is 110 E. Broward Blvd, Suite 1400, Fort
Lauderdale, Florida 33301. Mr. Cespedes is the President of the Issuer.
(d)-(e) During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or been a party to a civil proceeding of a judicial or administrative body of
competent 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.
(f) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All of the shares of Common Stock beneficially owned by the Reporting Person
consist of shares issuable upon the exercise of stock options granted to the
Reporting Person. No consideration was paid by the Reporting Person in exchange
for the various stock options, although the options are exercisable at various
strike prices ranging from $0.02 to $15.75 depending upon their date of grant.
ITEM 4. PURPOSE OF TRANSACTION
All stock options were granted to provide incentive to the Reporting Person in
his capacity as an executive officer of the Issuer.
Other than with respect to the Letter of Intent described below, the Reporting
Persons are not aware of any plans or proposals which the Reporting Person may
have which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer.
(b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries.
(c) a sale or transfer of a material amount of assets of the Issuer or of any of
its subsidiaries.
(d) any other material change in the Issuer's business or corporate structure.
PAGE 4 OF 6
(e) any material change in the present capitalization or dividend policy of the
Issuer other than as described herein.
(f) any other material changes in the Issuer's business or corporate structure.
(g) any changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition or control of the
Issuer by any person.
(h) the securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized or to be quoted in an inter-dealer
quotation system of a registered national securities association.
(i) in a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act.
(j) any action similar to any of those enumerated above.
On March 28, 2003, Mr. Cespedes and Michael S. Egan, the Chairman, Chief
Executive Officer and a major stockholder, entered into a non-binding letter of
intent to loan up to $1 million to the Company pursuant to a convertible secured
loan facility. The loan facility would be convertible into shares of the
Company's common stock at the rate of $.09 per share, which if fully funded and
converted, would result in the issuance of approximately 11.1 million shares. In
addition, assuming the loan is fully funded, it is anticipated that the
investors would be issued a warrant to acquire approximately 2.2 million shares
of theglobe.com Common Stock at an exercise price of $.15 per share. The
convertible debt financing is subject to a number of closing conditions,
including execution of definitive documentation, satisfactory resolution of
certain Company liabilities and other tax and business considerations. The
financing is also subject to completion of a loan facility and related
documentation satisfactory to the parties. If consummated, the convertible debt
financing will result in substantial dilution of the number of securities of
theglobe.com either issued and outstanding or obtainable upon conversion of the
debt or exercise of the warrant. There can be no assurance, if and when, the
financing will be consummated. In addition, the Reporting Person reserves the
right to acquire additional securities of the Issuer, to sell securities of the
Issuer and to exercise options and warrants of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) The amounts and percentages of Common Stock set forth in this Item 5 are
based on (i) the shares beneficially owned by the Reporting Person, as set forth
in Item 3 and (ii) 30,369,647 shares of Common Stock outstanding as of March 18,
2003.
Amount beneficially owned:
1,915,000
Percent of class:
5.9%
PAGE 5 OF 6
Number of shares as to which the person has:
sole power to vote or to direct the vote:
1,915,000
shared power to vote or to direct the vote:
-0-
sole power to dispose or to direct the disposition of:
1,915,000
shared power to dispose or to direct the disposition of:
-0-
(c) On August 2, 2002, the Reporting Person was granted an option to acquire
1,750,000 shares of the Issuer's Common Stock at a strike price of $0.02 per
share. All of such options vested immediately and are exercisable until August
2, 2012.
(d) None
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than as set forth in items 4 and 5 above, the Reporting Person is not a
party to any contracts, arrangements, understandings or relationships of the
nature described by item 6 nor are any of the securities pledged or otherwise
subject to a contingency the occurrence of which would give another person
voting power or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
PAGE 6 OF 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
/s/ Edward A. Cespedes
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Edward A. Cespedes