UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934
Alternate Marketing Networks, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
02145P-10-6
(CUSIP Number)
Greg R. Samuel, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5645
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 1, 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 that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), (f) or (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. 02145P-10-6
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K2 VC LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ?
(b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ?
N/A
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,000,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ?
N/A
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% (1)
14
TYPE OF REPORTING PERSON
PN
(1) Based on 9,895,778 shares of common stock issued and outstanding as of
November 7, 2002, as disclosed in the Issuer's Form 10-QSB for the
quarterly period ending September 30, 2002 and including the 1,000,000
shares of common stock issued to Drawbridge Investment Partners LLC as
disclosed in the current report on Form 8-K of the Issuer dated February
18, 2003 and filed by the Issuer with the Securities and Exchange
Commission on February 20, 2003.
CUSIP No. 02145P-10-6
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K2 VC MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ?
(b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ?
N/A
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,000,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ?
N/A
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% (1)
14
TYPE OF REPORTING PERSON
OO
(1) Based on 9,895,778 shares of common stock issued and outstanding as of
November 7, 2002, as disclosed in the Issuer's Form 10-QSB for the
quarterly period ending September 30, 2002 and including the 1,000,000
shares of common stock issued to Drawbridge Investment Partners LLC as
disclosed in the current report on Form 8-K of the Issuer dated February
18, 2003 and filed by the Issuer with the Securities and Exchange
Commission on February 20, 2003.
CUSIP No. 02145P-10-6
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adil Khan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ?
(b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ?
N/A
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,000,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,000,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ?
N/A
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% (1)
14
TYPE OF REPORTING PERSON
IN
(1) Based on 9,895,778 shares of common stock issued and outstanding
as of November 7, 2002, as disclosed in the Issuer's Form 10-QSB for the
quarterly period ending September 30, 2002 and including the 1,000,000
shares of common stock issued to Drawbridge Investment Partners LLC as
disclosed in the current report on Form 8-K of the Issuer dated February
18, 2003 and filed by the Issuer with the Securities and Exchange
Commission on February 20, 2003.
CUSIP No. 02145P-10-6
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mehnaz Fatehdin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ?
(b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ?
N/A
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,000,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,000,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ?
N/A
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% (1)
14
TYPE OF REPORTING PERSON
IN
(1) Based on 9,895,778 shares of common stock issued and outstanding
as of November 7, 2002, as disclosed in the Issuer's Form 10-QSB for the
quarterly period ending September 30, 2002 and including the 1,000,000
shares of common stock issued to Drawbridge Investment Partners LLC as
disclosed in the current report on Form 8-K of the Issuer dated February
18, 2003 and filed by the Issuer with the Securities and Exchange
Commission on February 20, 2003.
This Amendment No. 2 to Schedule 13D (this "Amendment") amends and
supplements the Amendment No. 1 to Schedule 13D dated August 27, 2002 and
filed by K2 VC LTD, a Texas limited partnership ("K2VCLP"), K2 VC Management,
LLC, a Texas limited liability company ("K2VCLLC"), Adil Khan, a citizen of
the United States ("Khan"), and Mehnaz Fatehdin, a citizen of the United
Kingdom ("Fatehdin") with the Securities and Exchange Commission on August 29,
2002 (as amended, the "Schedule 13D"), by furnishing the information set forth
below. K2VCLP, K2VCLLC, Khan, and Fatehdin shall be referred to herein, each,
as a "Filing Person," and, collectively, as the "Filing Persons." Unless set
forth below, all previous Items are unchanged. Capitalized terms used herein
and not defined herein shall have the meanings ascribed to them in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended in its entirety as follows:
On May 31, 2002, K2VCLP acquired 2,474,039 shares of Common Stock in
exchange for 8,815,000 shares of common stock, par value $0.01 per share, of
Hencie, Inc., a Delaware corporation ("Hencie"), pursuant to that certain
Agreement and Plan of Reorganization, dated May 31, 2002, by and among
Alternate Marketing Networks, Inc., a Michigan corporation, the Issuer, ALTM
Combination Co., a Delaware corporation, Hencie, Khan, and certain
stockholders of Hencie, including K2VCLP (the "Reorganization Agreement").
Effective as of January 1, 2003, K2VCLP contributed 1,474,039 shares of
Common Stock (the "Contribution Shares") to the Issuer pursuant to that
certain Contribution Agreement, effective as of January 1, 2003, by and
between the Issuer and K2VC (the "Contribution Agreement").
Item 4. Purpose of Transaction.
Item 4 is hereby amended in its entirety as follows:
The Common Stock was acquired by K2VCLP pursuant to the Agreement and
for investment purposes. The Contribution Shares were contributed by K2VCLP
to the Issuer in connection with the distressed financial condition of the
Issuer and the liquidity and working capital needs of the Issuer. No Filing
Person presently has any plans or proposals which relate to or would result in
any of the actions enumerated in clauses (a) through (f) of Item 4 of the
General Instructions to Schedule 13D.
Depending upon a variety of factors, including, without limitation,
current and anticipated future trading prices of the Common Stock, future
changes to the composition of the board of directors of the Issuer, the
financial condition, results of operations, and prospects of the Issuer, and
general economic, financial market, and industry conditions, each of the
Filing Persons may also acquire additional securities of the Issuer, or sell
all or part of the shares of Common Stock held by such Filing Person, if any,
in open market or privately negotiated transactions or otherwise. Any open
market or privately negotiated transactions may be made at any time without
prior notice.
Depending upon the foregoing factors and to the extent deemed advisable
in light of their general investment policies, or other factors, each of the
Filing Persons may formulate other purposes, plans, or proposals regarding the
Issuer or the securities of the Issuer. The foregoing statements are subject
to change at any time, and there can be no assurance that any of the Filing
Persons will take or elect not to take any of the actions set forth above. To
the knowledge of each Filing Person, each of the persons listed in Item 2
herein may make similar evaluations from time to time or on an ongoing basis.
Item 5. Interests in Securities of the Issuer.
Item 5 is hereby amended in its entirety as follows:
Each of K2VCLP, K2VCLLC, Khan, and Fatehdin may be deemed to
beneficially own 1,000,000 shares of Common Stock, representing 10.1% of the
issued and outstanding shares of Common Stock (the "K2VCLP Shares"). Each of
K2VCLP, K2VCLLC, Khan, and Fatehdin share the power to vote and dispose of the
K2VCLP Shares.
On February 18, 2003, the Issuer granted to Khan a non-qualified stock
option to purchase up to 1,700,000 shares of Common Stock at an exercise price
of $0.50 per share with vesting of 25% per year over the next four years
pursuant to and in accordance with that certain Non-Qualified Stock Option
Agreement, dated February 18, 2003, by and between the Issuer and Khan.
Other than the transaction(s) described herein, no Filing Person has
effected any transaction in shares of Common Stock since the filing of the
Schedule 13D on August 29, 2002.
The percentages of Common Stock in this Item 5 have been calculated
based on 9,895,778 shares of common stock issued and outstanding as of
November 7, 2002, as disclosed in the Issuer's Form 10-QSB for the quarterly
period ending September 30, 2002 and including the 1,000,000 shares of common
stock issued to Drawbridge Investment Partners LLC as disclosed in the current
report on Form 8-K of the Issuer dated February 18, 2003 and filed by the
Issuer with the Securities and Exchange Commission on February 20, 2003.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended in its entirety as follows:
Exhibit
No.
Description
99.1
Joint Filing Agreement, dated February 20, 2003, by and among K2 VC
LTD., a Texas limited partnership, K2 VC Management, LLC, a Texas
limited liability company, Adil Khan, a citizen of the United
States, and Mehnaz Fatehdin, a citizen of the United Kingdom
99.2
Amended and Restated Agreement and Plan of Reorganization, dated
May 31, 2002, by and among Alternate Marketing Networks, Inc., a
Michigan corporation, Alternate Marketing Networks, Inc., a
Delaware corporation, ALTM Combination Co., a Delaware corporation,
Hencie, Inc., a Delaware corporation, Adil Khan, and certain
stockholders of Hencie, Inc. (filed as Appendix A to the definitive
proxy statement on Schedule 14A of Alternate Marketing Networks,
Inc., a Michigan corporation, dated July 23, 2002 and filed with
the Securities and Exchange Commission on June 16, 2002, and
incorporated herein by reference)
99.3
Registration Rights Agreement, dated August 1, 2002, by and among
Alternate Marketing Networks, Inc., a Delaware corporation, certain
stockholders of Hencie, Inc., a Delaware corporation, and the
officers, directors, and ten percent stockholders of Alternate
Marketing Networks, Inc. (filed as Exhibit B to the Schedule 13D of
K2 VC LTD., dated and filed with the Securities and Exchange
Commission on August 13, 2002, and incorporated herein by
reference)
99.4
Contribution Agreement, effective as of January 1, 2003, by and
between Alternate Marketing Networks, Inc., a Delaware corporation,
and K2 VC LTD., a Texas limited partnership (filed as Exhibit 99.1
to the Form 8-K of Alternate Marketing Networks, Inc., a Delaware
corporation ("ALTM"), dated February 18, 2003, filed by ALTM with
the Securities and Exchange Commission on February 20, 2003, and
incorporated herein by reference)
99.5
Non-Qualified Stock Option Agreement, dated February 18, 2003, by
and between Alternate Marketing Networks, Inc., a Delaware
corporation, and Adil Khan (filed as Exhibit 99.3 to the Form 8-K
of Alternate Marketing Networks, Inc., a Delaware corporation
("ALTM"), dated February 18, 2003, filed by ALTM with the
Securities and Exchange Commission on February 20, 2003, and
incorporated herein by reference)
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete,
and correct.
Date: February 20, 2003
K2 VC LTD.
By: K2 VC Management, its general
partner
By: /s/ ADIL KHAN
Name: Adil Khan
Title: President
K2 VC MANAGEMENT, LLC
By: /s/ ADIL KHAN
Name: Adil Khan
Title: President
/s/ ADIL KHAN
Name: Adil Khan
/s/ MEHNAZ FATEHDIN
Name: Mehnaz Fatehdin
INDEX OF EXHIBITS
Exhibit
No.
Description
99.1
Joint Filing Agreement, dated February 20, 2003, by and among K2 VC
LTD., a Texas limited partnership, K2 VC Management, LLC, a Texas
limited liability company, Adil Khan, a citizen of the United
States, and Mehnaz Fatehdin, a citizen of the United Kingdom
99.2
Amended and Restated Agreement and Plan of Reorganization, dated
May 31, 2002, by and among Alternate Marketing Networks, Inc., a
Michigan corporation, Alternate Marketing Networks, Inc., a
Delaware corporation, ALTM Combination Co., a Delaware corporation,
Hencie, Inc., a Delaware corporation, Adil Khan, and certain
stockholders of Hencie, Inc. (filed as Appendix A to the definitive
proxy statement on Schedule 14A of Alternate Marketing Networks,
Inc., a Michigan corporation, dated July 23, 2002 and filed with
the Securities and Exchange Commission on June 16, 2002, and
incorporated herein by reference)
99.3
Registration Rights Agreement, dated August 1, 2002, by and among
Alternate Marketing Networks, Inc., a Delaware corporation, certain
stockholders of Hencie, Inc., a Delaware corporation, and the
officers, directors, and ten percent stockholders of Alternate
Marketing Networks, Inc. (filed as Exhibit B to the Schedule 13D of
K2 VC LTD., dated and filed with the Securities and Exchange
Commission on August 13, 2002, and incorporated herein by
reference)
99.4
Contribution Agreement, effective as of January 1, 2003, by and
between Alternate Marketing Networks, Inc., a Delaware corporation,
and K2 VC LTD., a Texas limited partnership (filed as Exhibit 99.1
to the Form 8-K of Alternate Marketing Networks, Inc., a Delaware
corporation ("ALTM"), dated February 18, 2003, filed by ALTM with
the Securities and Exchange Commission on February 20, 2003, and
incorporated herein by reference)
99.5
Non-Qualified Stock Option Agreement, dated February 18, 2003, by
and between Alternate Marketing Networks, Inc., a Delaware
corporation, and Adil Khan (filed as Exhibit 99.3 to the Form 8-K
of Alternate Marketing Networks, Inc., a Delaware corporation
("ALTM"), dated February 18, 2003, filed by ALTM with the
Securities and Exchange Commission on February 20, 2003, and
incorporated herein by reference)
EXHIBIT 99.1
JOINT FILING AGREEMENT
February 20, 2003
In accordance with Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them a Statement on Schedule 13D (including
amendments thereto) with regard to the common stock, par value $0.01 per
share, of Alternate Marketing Networks, Inc., a Delaware corporation, and
further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned, being duly
authorized, hereby execute this Joint Filing Agreement effective as of
February 20, 2003.
K2 VC LTD.
By: K2 VC Management, its general
partner
By: /s/ ADIL KHAN
Name: Adil Khan
Title: President
K2 VC MANAGEMENT, LLC
By: /s/ ADIL KHAN
Name: Adil Khan
Title: President
/s/ ADIL KHAN
Name: Adil Khan
/s/ MEHNAZ FATEHDIN
Name: Mehnaz Fatehdin
2
D-1053364.2
3
D-1053364.2
D-1053364.2
11