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. 5)
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)
August 14, 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).
1. Name of Reporting Person / 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 7. Sole Voting Power 285,590
Shares
Beneficially
Owned By 8. Shared Voting Power None
Each
Reporting
Person With 9. Sole Dispositive Power 285,590
10. Shared Dispositive Power None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
285,590
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
11.50%
14. Type of Reporting Person
IN
1. Name of Reporting Person / 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 7. Sole Voting Power 121,600
Shares
Beneficially
Owned By 8. Shared Voting Power None
Each
Reporting
Person With 9. Sole Dispositive Power 121,600
10. Shared Dispositive Power None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
121,600
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
4.87%
14. Type of Reporting Person
IN
This Amendment No. 5 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, as amended July 7, 2003, July 9, 2003, July 11, 2003 and
August 11, 2003 by Glenn H. Nussdorf and Stephen L. Nussdorf (as amended, the
"Initial Schedule 13D"). Item 4 of the Initial Schedule 13D is being amended to
indicate that the Board of Directors of the Issuer has approved the acquisition
of additional shares by Glenn H. Nussdorf and Stephen L. 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 4. Purpose of the Transaction
Item 4 is hereby supplemented and amended as follows:
Glenn H. Nussdorf and Stephen L. Nussdorf may, depending on market conditions,
acquire additional securities of the Issuer or dispose of securities of the
Issuer.
Glenn H. Nussdorf and Stephen L. Nussdorf have received approval from the Board
of Directors of the Issuer (the "Board") to acquire additional shares of
Issuer's Common Stock to increase their aggregate holdings to approximately 40%
of the Issuer's Common Stock. This approval exempts the additional shares from
the provisions of Section 607.0902 of the Florida Statutes, as they apply to
"control-shares".
Glenn H. Nussdorf and Stephen L. Nussdorf may acquire such shares of the
Issuer's Common Stock in privately negotiated transactions or open market
purchases, or both, to increase their aggregate holding as described above.
Following such an acquisition, Glenn H. Nussdorf and Stephen L. Nussdorf may
seek to: (a) influence Issuer's management, (b) obtain representation on the
Board and/or (c) pursue a negotiated business combination or transaction between
or among the Issuer and one or more independent companies or companies
affiliated with Glenn H. Nussdorf and Stephen L. Nussdorf.
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: August 18, 2003
-----------------------------------------
Glenn H. Nussdorf
By: Alfred R. Paliani, attorney-in-fact
-----------------------------------------
Stephen L. Nussdorf
By: Alfred R. Paliani, attorney-in-fact