-----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, VtBIvDmXRc+WhdEyMEtT3bDxh6rpNdVTtTuks32MObPu5cwPAbSgah10IRWbl9Nz WXOUD1NSApuSH2B4ez396Q== 0000891618-01-502281.txt : 20020411 0000891618-01-502281.hdr.sgml : 20020411 ACCESSION NUMBER: 0000891618-01-502281 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLOY INC CENTRAL INDEX KEY: 0001080359 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 043310676 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58053 FILM NUMBER: 1793628 BUSINESS ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122444307 MAIL ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY COM INC DATE OF NAME CHANGE: 19990224 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY ONLINE INC DATE OF NAME CHANGE: 19990309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWI HOLDINGS LLC CENTRAL INDEX KEY: 0001120339 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954809043 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 815 N NASH CITY: EL SEGUNDO STATE: CA ZIP: 90425 BUSINESS PHONE: 3107441120 MAIL ADDRESS: STREET 1: 815 N NASH CITY: EL SEGUNDO STATE: CA ZIP: 90425 SC 13D/A 1 f77333sc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.2) Alloy Online, Inc. ----------------------------------------- (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 019855105 -------------- (CUSIP Number) Mark Kristof SWI Holdings, LLC 815 N. Nash El Segundo, CA 90425 (310) 744-1120 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 16, 2001 (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: [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 the 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, as amended (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. 1. - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons (Entities only) SWI Holdings, LLC 95-4809043 - -------------------------------------------------------------------------------- (2) Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source Of Funds OO - -------------------------------------------------------------------------------- (5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) [ ] Or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship Or Place Of Organization Delaware - -------------------------------------------------------------------------------- Number Of Shares (7) Sole Voting Power 141,872** Beneficially Owned By Each Reporting Person (8) Shared Voting Power 0 With (9) Sole Dispositive Power 141,872** (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned By Each Reporting Person 141,872** - -------------------------------------------------------------------------------- (12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares - -------------------------------------------------------------------------------- (13) Percent Of Class Represented By Amount In Row (11) 0.57% - -------------------------------------------------------------------------------- (14) Type Of Reporting Person OO - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! ** Consists of shares held in escrow pending final determination of certain financial results of the company owned by the Reporting Person prior to the acquisition of such company by the Issuer. 2. Schedule 13D/A (Amendment No. 2) This statement amends and restates the Schedule 13D filed by SWI Holdings, LLC with the Securities and Exchange Commission on August 28, 2000 to make certain modifications to Item 4, Item 5 and Schedule 1 of that filing. ITEM 4. PURPOSE OF TRANSACTION On July 18, 2000, a subsidiary of the Issuer merged with and into Kubic Marketing, Inc. (a wholly-owned subsidiary of SWI Holdings, LLC). In connection with the merger, (the "Merger") the Issuer issued to SWI Holdings, LLC (i) 2,723,019 shares of its Common Stock, and (ii) a warrant to purchase shares of the Issuer's restricted Common Stock, in an aggregate amount, if any, as determined pursuant to the provisions of the Warrant. An additional 544,962 shares beneficially owned by SWI Holdings, LLC are being held in escrow, as more fully described below. The Merger was effected pursuant to an Agreement and Plan of Reorganization, dated as of July 17, 2000 (the "Merger Agreement") by and between the Issuer, Alloy Acquisition Sub, Inc. (the wholly-owned subsidiary of the Issuer) and SWI Holdings, LLC. SWI Holdings, LLC reserves the right to take such action with respect to its investment in the Issuer as it may determine, provided, however, that SWI Holdings, LLC has executed a lock-up agreement and an Amendment to a Loan and Security Agreement, each of which imposes certain limitations on its ability to sell or otherwise transfer the shares. As part of the Merger and under the terms of the Agreement to the Loan and Security Agreement, SWI Holdings, LLC agreed to pledge the shares of Common Stock it received from the Issuer in order to secure certain debt obligations owed by a subsidiary of SWI Holdings, LLC to Fleet Capital and other parties. The description contained herein of the transactions is qualified in its entirety by reference to the Merger Agreement (Exhibit 7.1), the Warrant to purchase shares of Common Stock of Alloy Online, Inc. (Exhibit 99.1), the Investment Representation and Lockup Agreement (Exhibit 99.2) and the Amendment to Loan and Security Agreement (Exhibit 99.3), copies of which are attached hereto and incorporated by reference. (a) SWI Holdings, LLC is the current beneficial owner of 141,872 shares of Common Stock of the Issuer, or approximately 0.57% of the Common Stock outstanding of the Issuer. The 141,872 shares are being held in escrow pending final determination of certain financial results of the company that was wholly-owned by SWI Holdings, LLC prior to the acquisition of such company by the Issuer. (b) The Managers of SWI Holdings, LLC have the sole power to direct the vote and/or disposition of the shares held by SWI Holdings, LLC. (c) Not Applicable (d) Not Applicable (e) Not Applicable (f) Not Applicable (g) Not Applicable (h) Not Applicable (i) Not Applicable (j) Not Applicable 3. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) SWI Holdings, LLC is the beneficial owner of 141,872 shares of Common Stock of the Issuer, or approximately 0.57% of the Common Stock outstanding of the Issuer. The 141,872 shares are being held in escrow pending final determination of certain financial results of the company owned by SWI Holdings, LLC prior to the acquisition of such company by the Issuer. (b) The Managers of SWI Holdings, LLC have the sole power to direct the vote and/or disposition of the shares held by SWI Holdings, LLC. (c) The following transactions have been effected by SWI Holdings, LLC:
Amount of Avg. Price per Date Securities Sold share Where and how effected - -------------------- ------------------ ----------------- --------------------------------- October 2000 100,000 $6.36 Open market sale November 2001 300,000 $7.86 Open market sale January 2001 335,500 $7.53 Open market sale February 2001 416,831 $11.27 Open market sale March 2001 109,998 $10.62 Open market sale April 2001 116,841 $8.43 Open market sale May 2001 140,157 $9.89 Open market sale May 22, 2001 1,203,693 N/A Distribution to SWI Holdings, LLC members June 14, 2001 403,090 N/A Distribution to SWI Holdings, LLC members
(d) Not applicable (e) The date on which SWI Holdings, LLC ceased to be the beneficial owner of more than five percent of the class of securities was May 22, 2001. 4. 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. By: /s/ Mark Kristof - ---------------------------------------------- Mark Kristof, Chief Financial Officer of SWI Holdings, LLC 5. Schedule 1 Executive Officers and Managers of SWI Holdings, LLC NAME BUSINESS OR RESIDENCE ADDRESS, PRINCIPAL OCCUPATION, NAME OF EMPLOYER, PRINCIPAL BUSINESS OF EMPLOYER, AND PRINCIPAL ADDRESS OF EMPLOYER Shawn Hecht 345 California Street, Suite 2550, San Francisco, CA 94104, Financial Services, Swander Pace Capital, Financial Services, 345 California Street, Suite 2550, San Francisco, CA 94104 J.B. Handley 345 California Street, Suite 2550, San Francisco, CA 94104, Financial Services, Swander Pace Capital, Financial Services, 345 California Street, Suite 2550, San Francisco, CA 94104 Andrew Richards 345 California Street, Suite 2550, San Francisco, CA 94104, Financial Services, Swander Pace Capital, Financial Services, 345 California Street, Suite 2550, San Francisco, CA 94104 Lisa Sweeney 345 California Street, Suite 2550, San Francisco, CA 94104, Financial Services, Swander Pace Capital, Financial Services, 345 California Street, Suite 2550, San Francisco, CA 94104 Frank Messmann 815 N. Nash, El Segundo, CA 90425, Chief Executive Officer, Skateboard World Industries, Wholesale merchandising, 815 N. Nash, El Segundo, CA 90425 Mark Kristof 815 N. Nash, El Segundo, CA 90425, Chief Financial Officer, Skateboard World Industries, Wholesale merchandising, 815 N. Nash, El Segundo, CA 90425 James R. Hall 399 Jaycee Drive, San Luis Obispo, CA 93405, Retired, N/A, N/A, N/A Steve Rocco 815 N. Nash, El Segundo, CA 90425, consultant, Skateboard World Industries, Wholesale merchandising, 815 N. Nash, El Segundo, CA 90425 6. -----END PRIVACY-ENHANCED MESSAGE-----