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. 9)
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)
February 6, 2004
(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 720,954(1)(2)
Each
Reporting
Person With 9 Sole Dispositive Power 285,590
10 Shared Dispositive Power 720,954(1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,006,544(1)(2)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
34.98% (1)(2)
14. Type of Reporting Person
IN
(1) Responses to Rows 8, 10, 11 and 13 above include 720,954 shares of the
Issuer's Common Stock that may be acquired by Stephen Nussdorf and Glenn
Nussdorf pursuant to an Option Agreement dated as of January 30, 2004 among Ilia
Lekach, IZJD Crop, Pacific Investment Group, Inc., Deborah Lekach, Stephen
Nussdorf and Glenn Nussdorf executed on February 2, 2004 (the "Option
Agreement"). Pursuant to the Option Agreement, Stephen Nussdorf and Glenn
Nussdorf (the "Nussdorfs") have been granted a proxy to vote 720,954 shares of
the Issuer's Common Stock.
(2) The total number of shares outstanding for purposes of the response to
Row 13 and the shares referenced in the responses to Row 8, 10 and 11 are deemed
to include 443,750 shares issuable to Mr. Lekach upon exercise of options
granted to him by the Issuer.
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 720,954(3)(4)
Each
Reporting
Person With 9 Sole Dispositive Power 121,600
10 Shared Dispositive Power 720,954(3)(4)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
842,554 (3)(4)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
29.28% (3)(4)
14. Type of Reporting Person
IN
(3) Responses to Rows 8, 10, 11 and 13 above include 720,954 shares of the
Issuer's Common Stock that may be acquired by Stephen Nussdorf and Glenn
Nussdorf pursuant to an Option Agreement dated as of January 30, 2004 among Ilia
Lekach, IZJD Crop, Pacific Investment Group, Inc., Deborah Lekach, Stephen
Nussdorf and Glenn Nussdorf executed on February 2, 2004 (the "Option
Agreement"). Pursuant to the Option Agreement, Stephen Nussdorf and Glenn
Nussdorf (the "Nussdorfs") have been granted a proxy to vote 720,954 shares of
the Issuer's Common Stock.
(4) The total number of shares outstanding for purposes of the response to
Row 13 and the shares referenced in the responses to Row 8, 10 and 11 are deemed
to include 443,750 shares issuable to Mr. Lekach upon exercise of options
granted to him by the Issuer.
This Amendment No. 9 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, September 19, 2003, December 12, 2003 and
February 4, 2004 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, Michael Katz and Paul Garfinkle have been
appointed to the Board of Directors of the Issuer.
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 February 6, 2004, at the request of Stephen Nussdorf and Glenn Nussdorf
(the "Nussdorfs"), Stephen Nussdorf, Michael Katz and Paul Garfinkle were
appointed to the Board of Directors of the Issuer to fill vacancies on the Board
of Directors. Mr. Katz is an officer of Model Reorg, Inc., Quality King
Fragrance, Inc. and Scents of Worth, Inc., companies involved in the fragrance
business that are controlled by the Nussdorfs, as well as other companies
controlled by the Nussdorfs. Mr. Garfinkle is a retired partner of BDO Seidman.
That firm is the outside auditor for various companies controlled by the
Nussdorfs including the fragrance companies of which Mr. Katz is an officer. As
a result of the appointment of Messrs. Nussdorf, Katz and Garfinkle, the Board
consists of six members, three of whom were directors prior to that
appointment.
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: February 9, 2004
/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