-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PnuuiGSq46g1vbG4xXUb2n6duUp3aJi/soz1Gx3ZEOm4ArQ5c7GryVwWc8phqh56 SoNdBpmypGboE1zf+DDg5A== 0001038494-99-000042.txt : 19991125 0001038494-99-000042.hdr.sgml : 19991125 ACCESSION NUMBER: 0001038494-99-000042 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JVWEB INC CENTRAL INDEX KEY: 0001051902 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 760552098 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55803 FILM NUMBER: 99763951 BUSINESS ADDRESS: STREET 1: 5444 WESTHEIMER STREET 2: SUITE 2080 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136229287 MAIL ADDRESS: STREET 1: 5444 WESTHEIMER STREET 2: SUITE 2080 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PELLEGRINI CARLO CENTRAL INDEX KEY: 0001099669 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 195 HIGH AVENUE CITY: NEW YORK STATE: NY ZIP: 10960 BUSINESS PHONE: 9143488740 MAIL ADDRESS: STREET 1: 195 HIGH AVENUE CITY: NEW YORK STATE: NY ZIP: 10960 SC 13D 1 SCHEDULE 13D - CARLO PELLEGRINI UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __________)* JVWEB, INC. (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 466259108 (CUSIP Number) Randall W. Heinrich 1000 Louisiana, Suite 6905 Houston, Texas 77002 713-951-9100 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) November 6, 1999 (Date of Event which Requires Filing of this Statement) If this 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 ("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. 466259108 - -------------------------------------------------------------------------------- 1) Names of Reporting Person Carlo Pellegrini S.S. or I.R.S. Identification No. of Above Person ###-##-#### ------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds: OO - -------------------------------------------------------------------------------- 5) Check 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 - -------------------------------------------------------------------------------- (7) Sole Voting Power Number of 1,000,000 Shares Bene- __________________________________________________________________________ ficially (8) Shared Voting Power owned by -0- Each Report- ________________________________________________________________________ ing Person (9) Sole Dispositive Power With 1,000,000 - -------------------------------------------------------------------------------- (10) Shared Dispositive Power -0- ________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,000,000 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) excludes certain shares: N/A - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Box (11): 9.5% - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN ITEM 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, par value $.01 per share (the "Common Stock") issued by JVWeb, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 5444 Westheimer, Suite 2080, Houston, Texas 77056. ITEM 2. Identity and Background This Statement is being filed by Carlo Pellegrini (the "Reporting Person"), whose principal business address is 195 High Avenue, New York, NY 10960. The Reporting Person is principally engaged as a business consultant. The Reporting Person is a United States citizen. During the last five years, the Reporting Person has not been convicted in a criminal proceeding. During the last five years, the Reporting Person has not has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, 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. ITEM 3. Source and Amount of Funds or Other Consideration The Reporting Person acquired an option to purchase 1,000,000 shares of Common Stock pursuant to the authorization of the Board of Directors of the Company. The Reporting Person anticipates that if he exercises all or any portion of such option, he will use personal funds to acquire the optioned Common Stock, although circumstances may be such at the time of his exercise that the Reporting Person may elect to borrow or otherwise procure amounts necessary to exercise such option. ITEM 4. Purpose of Transaction On November 6, 1999, pursuant to the authorization of the Board of Directors of the Company, the Reporting Person was granted an option to purchase 1,000,000 shares of Common Stock. The per-share exercise price for the optioned shares is $.21. The option is fully vested, and all 1,000,000 optioned shares may be acquired at any time until the option's expiration on April 1, 2004. However, the acquired shares are subject to a repurchase option under certain circumstances permitting the Company to repurchase the acquired shares at their original purchase price. The repurchase option lapses with respect to 25% of the optioned shares on April 1, 2000. Each month thereafter, the repurchase option lapses with respect to another 2.08333% of the optioned shares. The Reporting Person's option was authorized as an incentive option for the purpose of giving to the Reporting Person the incentive to work hard as a consultant of the Company to promote the success of the Company's business. The Reporting Person intends to hold for investment all shares of Common Stock acquired pursuant to exercises of his options for investment, and does not have any present plans or proposals which relate to or would result in: (i) any acquisition by any person of additional securities of the Company, or any disposition of securities of the Company; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) any changes in the Company's charter, by-laws, or other instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) any delisting from a national securities exchange or any loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of the Company; (ix) any termination of registration pursuant to section 12(g)(4) of the Act of a class of equity securities of the Company; or (x) any action similar to any of those enumerated above. Notwithstanding the foregoing, the Reporting Person may determine to change his investment intent with respect to the Company at any time in the future. In reaching any conclusion as to his future course of action, the Reporting Person will take into consideration various factors, such as the Company's business and prospects, other developments concerning the Company, other business opportunities available to the Reporting Person, developments with respect to the business of the Reporting Person, and general economic and stock market conditions, including, but not limited to, the market price of the Common Stock. The Reporting Person may, depending on other relevant factors, acquire additional shares of Common Stock in open market or privately negotiated transactions, dispose of all or a portion of his holdings of shares of Common Stock or change his intention with respect to any or all of the matters referred to in this Item. ITEM 5. Interest in Securities of the Issuer The Reporting Person is the beneficial owner of stock options currently exercisable to acquire 1,000,000 shares of Common Stock. He has no other beneficial ownership of any shares of Common Stock. Except for the option described in Item 3 above, the Reporting Person has not effected any transaction in the Common Stock during the past 60 days. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer N/A ITEM 7. Material to be Filed as Exhibits No Exhibits are being filed with this statement. SIGNATURE 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. Dated: November 16, 1999 /S/ Carlo Pellegrini Name/Title__________________________________________ ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----