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. 7)
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)
December 10, 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).
CUSIP No. 26830k 20 5 Schedule 13D Page 2 of 5
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)
11.60%
14. Type of Reporting Person
IN
CUSIP No. 26830k 20 5 Schedule 13D Page 3 of 5
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 201,127 (1)
Shares
Beneficially
Owned By 8. Shared Voting Power None
Each
Reporting
Person With 9. Sole Dispositive Power 201,127 (1)
10. Shared Dispositive Power None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
201,127 (1)
12. Check if the Aggregate Amount in Row (11)Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
8.17% (1)
14. Type of Reporting Person
IN
(1) Responses to Rows 7, 8, 11 and 13 above include 79,527 shares of the
Issuer's Common Stock that are acquirable in the next sixty (60) days, assuming
the Demand Note described in this Amendment is converted on February 8, 2004.
CUSIP No. 26830k 20 5 Schedule 13D Page 4 of 5
This Amendment No. 7 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, August
11, 2003, August 19, 2003 and September 19, 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 Stephen L. Nussdorf on
December 10, 2003 loaned $1,000,000 to Ilia Lekach, CEO and a director of the
Issuer, pursuant to a Demand Note. The principal amount and accrued interest on
the Demand Note are, at Mr. Nussdorf's option convertible into shares of the
Issuer's Common Stock at the rate of $12.70 per share. Item 5 has been amended
to reflect the $1,000,000 loan and the option to acquire shares on conversion of
the principal and interest of the Demand Note. Item 7 has been amended to
include as an Exhibit, a copy of the Demand Note.
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 as follows:
On December 10, 2003, Stephen L. Nussdorf loaned $1,000,000 to Ilia Lekach, the
CEO and a director of the Issuer, pursuant to a Demand Note of Mr. Lekach
payable to the order of Mr. Nussdorf (the "Demand Note"). Demand may be made for
payment of the Demand Note at any time on or after January 5, 2004. Principal
outstanding under the Demand Note bears interest at an annual rate of 6% until
demand is made after which the annual rate increases to 10% on any unpaid
amounts. Mr. Nussdorf has the right to require that all or any portion of the
interest, principal and any fees due under the Demand Note be paid in the form
of shares of the Issuer's Common Stock beneficially owned by Mr. Lekach at a
rate of $12.70 per share. As of January 5, 2004, principal plus accrued interest
under the Demand Note will total $1,005,167. If Mr. Nussdorf elects to demand
payment at that time in the form of the Issuer's Common Stock, Mr. Lekach will
be required to deliver 79,146 shares to Mr. Nussdorf. As of February 8, 2004,
which is sixty (60) days following the making of the loan to Mr. Lekach, if
demand has not previously been made by Mr. Nussdorf, Mr. Nussdorf may make
demand and require Mr. Lekach to deliver 79,527 shares of the Issuer's Common
Stock as payment in full of the Demand Note.
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 2,461,838 shares outstanding, which is the
total number of shares of common stock outstanding as reported in the Issuer's
Proxy Statement dated November 12, 2003.
Item 5(b). As of the close of business on December 10, 2003, Glenn H. Nussdorf
beneficially owned 285,590 shares of common stock, constituting approximately
11.60% 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, assuming conversion of the Demand
Note occurs on February 8, 2004, Stephen L. Nussdorf beneficially owned 201,127
shares of common stock, constituting approximately 8.17% of the shares
outstanding. Stephen L. Nussdorf holds 121,600 of these shares in a joint
account with his wife. Included in the shares beneficially owned by Stephen L.
Nussdorf are up to 79,527 shares that are acquirable in the next sixty (60) days
pursuant to the right provided in the Demand Note to convert the principal and
interest thereof into shares of the Issuer's Common Stock.
Item 5(c). Stephen L. Nussdorf effected the following transactions in Issuer's
common stock since the last amendment to the Initial Schedule 13D:
As of December 10, 2003, Mr. Nussdorf obtained the right to acquire from Ilia
Lekach up to 79,527 shares of the Issuer's Common Stock on or before February 8,
2004 by demanding payment of the Demand Note in the form of such shares.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby supplemented as follows:
The following additional exhibit is attached to this Schedule 13D:
Exhibit E Demand Note
CUSIP No. 26830k 20 5 Schedule 13D Page 5 of 5
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: December 10, 2003
s/Alfred R. Paliani, attorney-in-fact
-------------------------------------------------
Glenn H. Nussdorf
By: Alfred R. Paliani, attorney-in-fact
s/Alfred R. Paliani, attorney-in-fact
-------------------------------------------------
Stephen L. Nussdorf
By: Alfred R. Paliani, attorney-in-fact
CUSIP No. 26830k 20 5 Exhibit E to Schedule 13D Page 1 of 2
Exhibit E
DEMAND NOTE
-----------
$1,000,000 December 8, 2003
FOR VALUE RECEIVED, ILIA LEKACH (the "Maker"), with an address at 137
Golden Beach Road, Golden Beach, Florida 33160, hereby promises to pay ON
DEMAND, at any time on or after January 5, 2004, to the order of STEPHEN
NUSSDORF, with a payment address at 33 Bacon Road, Old Westbury, New York 11568
(the "Payee"), the principal sum of ONE MILLION DOLLARS ($1,000,000.00), or such
other principal amount as is outstanding from time to time, together with
interest on any and all principal remaining unpaid hereunder from the date
hereof at the rate of six percent (6%) per annum; provided that from and after
demand for payment hereof the interest payable hereunder shall increase to a
rate that is four percent (4%) per annum above the rate specified above.
Interest at the applicable rate provided for herein shall be computed on the
basis of a 360-day year for the actual number of days elapsed.
THE AGGREGATE PRINCIPAL AMOUNT OUTSTANDING HEREUNDER (TOGETHER WITH ANY
UNPAID INTEREST OR OTHER CHARGES HEREUNDER) SHALL BE PAYABLE IN FULL ON DEMAND
FOR PAYMENT. NOTHING CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN THE
MAKER AND THE PAYEE SHALL IN ANY WAY RESTRICT OR COMPROMISE THE PAYEE'S
DISCRETIONARY RIGHT TO DEMAND PAYMENT HEREUNDER ON OR AFTER JANUARY 5, 2004.
This Note may be prepaid at any time, in whole or in part, without
premium or penalty. All voluntary prepayments shall, unless otherwise determined
by the Payee, be applied first to accrued but unpaid interest and fees and
second to the then outstanding principal of the Note.
All principal and interest hereunder are payable in lawful money of the
United States of America at the office of the Payee at the address shown above
in immediately available funds at Payee's address above.
At the sole option of Payee, Payee may elect by written notice to Maker
to have all or any portion of interest, principal and fees due hereunder paid in
shares of common stock of E Com Ventures Inc. (the "Company") beneficially owned
by Maker, which, for the purposes of this Note, shall be valued at $12.70 per
share. In the event of such election by Payee, Maker shall immediately cause to
be delivered to Payee certificates of the common stock of the Company,
registered in the name of Payee, representing the appropriate number of shares
thereof to satisfy the amount to be paid in shares of the Company's common
stock.
This Note is secured by that certain Guaranty made by Deborah Lekach of
even date herewith.
The Maker of this Note, for himself and his legal representatives,
successors and assigns, to the extent it may lawfully do so, hereby expressly
waives presentment, demand, protest, notice of protest, diligence in collection,
and the benefit of any exemption under the homestead exemption laws, if any, or
any other exemption or insolvency laws, and acknowledges and agrees that the
Payee may release or surrender, exchange or substitute any personal property or
other collateral security now held or which may hereafter be held as security
for the payment of this Note, and may extend the time for payment or otherwise
modify the terms of payment of any part or the whole of the debt evidenced
hereby, provided that such other modifications do not increase the obligations
hereunder.
Maker waives trial by jury and the right to interpose any set-off or
counterclaim in any litigation in any court with respect to, in connection with,
or arising out of, this Note or any instrument or document delivered pursuant
hereto or the validity, protection, interpretation, collection or enforcement
hereof or thereof.
No failure or delay by the holder hereof in exercising any right, power
or privilege hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any rights, power or privilege.
If this Note shall not be paid when due and shall be placed by the holder
hereof in the hands of any attorney for collection, through legal proceedings or
otherwise, the Maker will pay reasonable attorneys' fees to the holder hereof
together with other reasonable costs and expenses of collection or enforcement
of such holder's rights under this Note.
The rate of interest payable hereunder shall never be more than the
maximum rate of interest per annum permitted under the laws of the State of New
York in effect at the time in question to be charged to Maker by Payee on the
principal amount hereof then outstanding.
CUSIP No. 26830k 20 5 Exhibit E to Schedule 13D Page 2 of 2
All notices hereunder shall be sent to Maker or Payee, as the case may be, at
his address set forth above, by certified or registered mail, return receipt
requested.
This Note may only be amended pursuant to a written instrument executed
by the holder hereof and no waiver or forbearance by such holder or Payee shall
be effective unless by a written instrument executed by such holder or Payee, as
applicable.
This Note shall be deemed a sealed instrument and shall be governed by,
and construed and enforced in accordance with, the laws of the State of New
York.
IN WITNESS WHEREOF, the Maker has executed this Note under seal as of the
date first above written.
s/Ilia Lekach
-------------------------------
Ilia Lekach