-----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, DOxODT+lk4Wm+DjLHPm+csOAlqxT6eZ8SJcjXyugMyPrWs61AQIy9Ml4tVoM2wW0 QEBOXAGKcM5tk0cU5gbanQ== 0000806085-06-000109.txt : 20061004 0000806085-06-000109.hdr.sgml : 20061004 20061004113640 ACCESSION NUMBER: 0000806085-06-000109 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061004 DATE AS OF CHANGE: 20061004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SENDTEC, INC. CENTRAL INDEX KEY: 0001296001 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81609 FILM NUMBER: 061127244 BUSINESS ADDRESS: BUSINESS PHONE: 727-576-6630 MAIL ADDRESS: STREET 1: 877 EXECUTIVE CENTER DRIVE WEST STREET 2: SUITE 300 CITY: ST. PETERSBURG STATE: FL ZIP: 33702 FORMER COMPANY: FORMER CONFORMED NAME: RELATIONSERVE MEDIA INC DATE OF NAME CHANGE: 20050621 FORMER COMPANY: FORMER CONFORMED NAME: CHUBASCO RESOURCES CORP. DATE OF NAME CHANGE: 20050311 FORMER COMPANY: FORMER CONFORMED NAME: CHUBASCO RESOURCES INC DATE OF NAME CHANGE: 20040630 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 f06-10_0413da1sendtec.txt SC 13D AMDT. NO.1 SENDTEC, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 SENDTEC, INC. (Formerly Relationserve Media, Inc.) (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 81688A 10 6 (CUSIP Number) Jeffrey A. Welikson Vice President and Corporate Secretary Lehman Brothers Holdings Inc. 745 Seventh Avenue New York, NY 10019 (212) 526-0858 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 27, 2006 (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), 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. 81688A 10 6 (1) Name of Reporting Persons..............Lehman Brothers Holdings Inc. I.R.S. Identification Nos. of Above Persons. 13-3216325 (2) Check the Appropriate Box If A Member of a (a) Group (See Instructions).................... (b) (3) SEC Use Only................................ (4) Source of Funds (See Instructions).......... WC (5) Check 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 Beneficially Owned by Each Reporting Person with: (7) Sole Voting Power........................... 3,024,484 (8) Shared Voting Power......................... None (9) Sole Dispositive Power...................... 3,024,484 (10) Shared Dispositive Power.................... None (11) Aggregate Amount Beneficially Owned by Each Reporting Person............................ 3,024,484 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).. (13) Percent of Class Represented by Amount in Row 6.57%%(1) (11)........................................ (14) Type of reporting person (See Instructions) HC (1) Based on 46,015,142 shares of the Issuer's common stock outstanding as of September 11, 2006. SCHEDULE 13D CUSIP NO. 81688A 10 6 (1) Name of Reporting Persons................... Lehman Brothers Inc. I.R.S. Identification Nos. of Above Persons 13-2518466 (2) Check the Appropriate Box If a Member of a (a) Group (See Instructions).................... (b) (3) SEC Use Only................................ (4) Source of funds (See Instructions).......... WC (5) Check 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 Beneficially Owned by Each Reporting Person with: (7) Sole Voting Power........................... 3,024,484 (8) Shared voting power......................... None (9) Sole Dispositive Power...................... 3,024,484 (10) Shared Dispositive Power.................... None (11) Aggregate Amount Beneficially Owned by Each Reporting Person............................ 3,024,484 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).. (13) Percent of Class Represented by Amount in Row (11)........................................ 6.57%(1) (14) Type of Reporting Person (See Instructions) BD (1) Based on 46,015,142 shares of the Issuer's common stock outstanding as of September 11, 2006. SCHEDULE 13D CUSIP NO. 81688A 10 6 (1) Name of Reporting Persons................... LB I Group Inc. I.R.S. Identification Nos. of Above Persons 13-2741778 (2) Check the Appropriate Box If a Member of a (a) Group (See Instructions).................... (b) (3) SEC Use Only................................ (4) Source of Funds (See Instructions).......... WC (5) Check 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 Beneficially Owned by Each Reporting Person with: (7) Sole Voting Power........................... 3,024,484 (8) Shared Voting Power......................... None (9) Sole Dispositive Power...................... 3,024,484 (10) Shared Dispositive Power.................... None (11) Aggregate Amount Beneficially Owned by Each Reporting Person............................ 3,024,484 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).. (13) Percent of Class Represented by Amount in Row (11)........................................ 6.57%(1) (14) Type of reporting person (See Instructions) CO (1) Based on 46,015,142 shares of the Issuer's common stock outstanding as of September 11, 2006. AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 13D This Amendment No. 1 amends the Schedule 13D filed on July 6, 2006 by Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"), Lehman Brothers Inc., a Delaware Corporation ("LBI"), and LB I Group Inc., a Delaware corporation ("LB I Group" and together the "Reporting Persons") with respect to the common stock, par value $0.001 per share (the "Common Stock"), of SendTec, Inc (formerly, RelationServe Media, Inc.), a Delaware corporation (the "Issuer"). Terms not defined herein have the respective meanings set forth in the Schedule 13D filed on July 6, 2006. Item 4. Purpose of Transaction. Item 4 is hereby amended to add the following: On September 27, 2006, the Issuer entered into a definitive agreement (the "SPA Amendment") with holders of at least 75% of the principal amount of the Debentures, including LB I Group, amending the Securities Purchase Agreement and the Debentures. The effectiveness of the SPA Amendment is contingent upon approval of the stockholders of the Issuer of a proposal to amend the Issuer's Certificate of Incorporation to increase the number of authorized shares of Common Stock to effectuate the terms of the SPA Amendment. The Issuer filed a preliminary proxy statement with the Securities and Exchange Commission relating to such proposal on September 12, 2006, which states a proposed meeting date of October 26, 2006. The material terms of the SPA Amendment are: 1. The Debenture holders have agreed to waive compliance by the Issuer and STAC with the financial covenants of the Securities Purchase Agreement with respect to the quarters ended June 30, 2006 and September 30, 2006, and forebear from any action that could be asserted relating to such financial covenants including, but not limited to, declaring the Issuer in default of the Debentures or requesting acceleration of the payment of principal. 2. The Debentures will be due March 31, 2008. 3. The Debentures, previously convertible at $1.50 per share into shares of Common Stock, become convertible into shares of Common Stock at a conversion price of $0.50 per share, subject to existing anti-dilution provisions in the Debentures. 4. The Issuer shall have the option to make payments for interest and other amounts due in shares of Common Stock if the average daily trading volume is greater than or equal to $250,000, provided, however, the Issuer will be entitled to pay half of each interest payment due November 1, 2006 and February 1, 2007 in shares of Common Stock regardless of trading volume. Such payments will be in shares of Common Stock registered under the Securities Act of 1933, as amended (the "Act"), or if agreed by the Debenture holders, in shares of Common Stock subject to demand registration rights provided that such shares are registered under the Act within 90 days following the Interest Payment Date, subject to a make whole provision. 5. Provided that there is an effective registration statement under the Act covering the shares of Common Stock underlying the Debentures, (i) 50% of the original face value of the Debentures shall automatically convert into shares of Common Stock if the closing bid price of the Common Stock equals or exceeds $.75 for 15 out of 20 consecutive trading days; and (ii) 50% of the original face value of the Debentures shall automatically convert into shares of Common Stock if the closing bid price of the Common Stock equals or exceeds $1.00 for 15 out of 20 consecutive trading days. However, if the average daily trading volume of the Common Stock is less than $1.0 million, then the automatic conversion will be limited to $1.0 million of the original face value of the Debentures for each 20 trading day period that the minimum bid price for the Common Stock equals or exceeds the threshold. If the average daily trading volume of the Common Stock exceeds $1.0 million but is less than $2.0 million, the automatic conversion of the Debentures will be limited to $2.0 million of original face value of the Debentures. There are no limitations on the principal amount that may be automatically converted (as provided in the two immediately preceding sentences) if the average daily trading volume of the Common Stock exceeds $2.0 million. 6. The Issuer will have the right to redeem all or portion (but not less than 25% of the original principal amount in any individual redemption) of the Debentures at 100% of the principal amount plus (i) accrued and unpaid interest thereon through the redemption date and (ii) the unpaid interest payments thereon, not yet accrued but that would be payable thereon through maturity. In addition, in the event that we redeem any portion of the Debentures we will be required to issue warrants to purchase 500,000 shares of Common Stock at an exercise price of $0.50 per share to the Debenture holders for each $1.0 million of Debentures redeemed. 7. Debenture holders may not convert the Debentures into shares of Common Stock if as a result of such conversion, the Debenture holder would be deemed to beneficially own in excess of 9.99% of the issued and outstanding shares of Common Stock, subject to the existing waiver provisions in the Debenture. Assuming that the approval of the stockholders of the Issuer described above is obtained, and the SPA Amendment becomes effective, and based on LB I Group's current holdings of the Issuer's securities, LB I Group would beneficially own (within the meaning of Rule 13d-3) 9.99% of the issued and outstanding shares of Common Stock. 8. The Debenture holders have released the Issuer and STAC from the restrictions on capital expenditures contained in the Securities Purchase Agreement, amended the financial covenant relating to required quarterly cash balances and added a financial covenant relating to required net revenues. The foregoing does not constitute a complete summary of the terms of the SPA Amendment. Reference is made to the complete text of the SPA Amendment, which is incorporated herein by reference as Exhibit L. Item 6. Securities of Contracts, Arrangements, Understandings or Relationships With Respect to the Issuer. Item 6 is amended to add the following: The registration statement referred to in Item 6 of the original Schedule 13D was declared effective by the Commission on July 14, 2006. For a discussion of the SPA Amendment, see Item 4 above. Item 7. Material to be Filed as Exhibits Item 7 is amended to add the following exhibit: Exhibit L: Amendment to the Securities Purchase Agreement, dated September 27, 2006 among SendTec, Inc. and the purchasers signatory thereto; incorporated by reference to the Issuer's Current Report on Form 8-K filed with the Commission on September 27, 2006. Signature After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this Amendment No. 1 to the Statement is true, complete and correct. Dated: October 4, 2006 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo Barrett S. DiPaolo, Vice President LEHMAN BROTHERS INC. By: /s/ Barrett S. DiPaolo Barrett S. DiPaolo, Senior Vice President LB I GROUP INC. By: /s/ Barrett S. DiPaolo Barrett S. DiPaolo, Authorized Signatory Appendix A LEHMAN BROTHERS HOLDINGS INC. BOARD OF DIRECTORS NAME/TITLE BUSINESS ADDRESS MICHAEL L. AINSLIE Lehman Brothers Holdings Inc. Private Investor and former 745 Seventh Avenue President and Chief Executive New York, NY 10019 Officer of Sotheby's Holdings JOHN F. AKERS Lehman Brothers Holdings Inc. Retired Chairman of International 745 Seventh Avenue Business Machines Corporation New York, NY 10019 ROGER S. BERLIND Lehman Brothers Holdings Inc. Theatrical Producer 745 Seventh Avenue New York, NY 10019 THOMAS H. CRUIKSHANK Lehman Brothers Holdings Inc. Retired Chairman and Chief Executive 745 Seventh Avenue Officer of Halliburton Company New York, NY 10019 MARSHA JOHNSON EVANS Lehman Brothers Holdings Inc. President and Chief Executive Officer of American Red Cross 745 Seventh Avenue New York, NY 10019 RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 SIR CHRISTOPHER GENT Lehman Brothers Holdings Inc. Non-Executive Chairman of GlaxoSmithKline plc. 745 Seventh Avenue New York, NY 10019 ROLAND A. HERNANDEZ Lehman Brothers Holdings Inc. Retired Chairman and Chief Executive Officer of Telemundo Group, Inc. 745 Seventh Avenue New York, NY 10019 HENRY KAUFMAN Lehman Brothers Holdings Inc. President of Henry Kaufman 745 Seventh Avenue & Company, Inc. New York, NY 10019 JOHN D. MACOMBER Lehman Brothers Holdings Inc. Principal of JDM Investment Group 745 Seventh Avenue New York, NY 10019 All of the above individuals are citizens of the United States, except for Sir Christopher Gent, who is a citizen of the United Kingdom. LEHMAN BROTHERS HOLDINGS INC. EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 JONATHAN E. BEYMAN Lehman Brothers Holdings Inc. Chief of Operations and Technology 745 Seventh Avenue New York, NY 10019 DAVID GOLDFARB Lehman Brothers Holdings Inc. Chief Administrative Officer 745 Seventh Avenue New York, NY 10019 JOSEPH M. GREGORY Lehman Brothers Holdings Inc. President and Chief Operating Officer 745 Seventh Avenue New York, NY 10019 CHRISTOPHER O'MEARA Lehman Brothers Holdings Inc. Chief Financial Officer and Controller 745 Seventh Avenue New York, NY 10019 THOMAS A. RUSSO Lehman Brothers Holdings Inc. Chief Legal Officer 745 Seventh Avenue New York, NY 10019 All above individuals are citizens of the United States. LEHMAN BROTHERS INC. BOARD OF DIRECTORS NAME/TITLE BUSINESS ADDRESS HOWARD L. CLARK, JR. Lehman Brothers Holdings Inc. Vice Chairman 745 Seventh Avenue New York, NY 10019 THOMAS A CRUIKSHANK Lehman Brothers Holdings Inc. Retired Chairman and Chief 745 Seventh Avenue Executive Officer of Halliburton New York, New york 10019 Company FREDERICK FRANK Lehman Brothers Holdings Inc. Vice Chairman 745 Seventh Avenue New York, NY 10019 RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 All above individuals are citizens of the United States. LEHMAN BROTHERS INC. EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 DAVID GOLDFARB Lehman Brothers Holdings Inc. Chief Administrative Officer 745 Seventh Avenue New York, NY 10019 JOSEPH M. GREGORY Lehman Brothers Holdings Inc. President and Chief Operating Officer 745 Seventh Avenue New York, NY 10019 JONATHAN E. BEYMAN Lehman Brothers Holdings Inc. Chief of Operations and Technology 745 Seventh Avenue New York, NY 10019 CHRISTOPHER M. O'MEARA Lehman Brothers Holdings Inc. Chief Financial Officer and Controller 745 Seventh Avenue New York, NY 10019 THOMAS A. RUSSO Lehman Brothers Holdings Inc. Chief Legal Officer 745 Seventh Avenue New York, NY 10019 All above individuals are citizens of the United States. LB I GROUP INC. BOARD OF DIRECTORS NAME BUSINESS ADDRESS EDWARD S. GRIEB 745 Seventh Avenue New York, NY 10019 CHRISTOPHER M. O'MEARA 745 Seventh Avenue New York, NY 10019 EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS GORAN V. PULJIC 745 Seventh Avenue Managing Director New York, NY 10019 DEXTER E. SENFT 745 Seventh Avenue Managing Director New York, NY 10019 MICHEAL I. BRILL 745 Seventh Avenue Managing Director New York, NY 10019 THOMAS BANAHAN 745 Seventh Avenue Managing Director New York, NY 10019 MICHAEL J. CANNON 745 Seventh Avenue Managing Director New York, NY 10019 EDWARD B. MCGEOUGH 745 Seventh Avenue Managing Director New York, NY 10019 BRIAN P. WADE 745 Seventh Avenue Managing Director New York, NY 10019 JARETT WAIT 745 Seventh Avenue Managing Director New York, NY 10019 Jeffrey S. Wecker 745 Seventh Avenue Managing Director New York, NY 10019 Steven L. Berkenfeld 745 Seventh Avenue Managing Director New York, NY 10019 Thomas E. Bernard 745 Seventh Avenue Managing Director New York, NY 10019 James R. Emmert 745 Seventh Avenue Managing Director New York, NY 10019 Edward S. Grieb 745 Seventh Avenue Managing Director New York, NY 10019 Robert G. Hedlund III 745 Seventh Avenue Managing Director New York, NY 10019 Ruth E. Horowitz 745 Seventh Avenue Managing Director New York, NY 10019 William J. Hughes 745 Seventh Avenue Managing Director New York, NY 10019 Alex Kirk 745 Seventh Avenue Managing Director New York, NY 10019 Henry Klein 745 Seventh Avenue Managing Director New York, NY 10019 William E. Lighten 745 Seventh Avenue Managing Director New York, NY 10019 Kurt A. Locher 745 Seventh Avenue Managing Director New York, NY 10019 Raymond C. Mikulich 745 Seventh Avenue Managing Director New York, NY 10019 Michael J. Odrich 745 Seventh Avenue Managing Director New York, NY 10019 Robert D. Redmond 745 Seventh Avenue Managing Director New York, NY 10019 James P. Seery 745 Seventh Avenue Managing Director New York, NY 10019 Mark A. Walsh 745 Seventh Avenue Managing Director New York, NY 10019 Murat Erkurt 745 Seventh Avenue Senior Vice President New York, NY 10019 Anthony F. Felella 745 Seventh Avenue Senior Vice President New York, NY 10019 Gerard J. Fox 745 Seventh Avenue Senior Vice President New York, NY 10019 Kevin R. Genirs 745 Seventh Avenue Senior Vice President New York, NY 10019 Stewart A. Gollmer 745 Seventh Avenue Senior Vice President New York, NY 10019 Karen C. Manson 745 Seventh Avenue Senior Vice President New York, NY 10019 Brian G. Melton 745 Seventh Avenue Senior Vice President New York, NY 10019 Brian Paul 745 Seventh Avenue Senior Vice President New York, NY 10019 Jerry Truzzolino 745 Seventh Avenue Senior Vice President New York, NY 10019 Eric W. Hess 745 Seventh Avenue Senior Vice President New York, NY 10019 Cynthia C. Zamora 745 Seventh Avenue Senior Vice President New York, NY 10019 Above individuals are citizens of the United States. APPENDIX B From time to time, the firm and its employees are the subject of inquiries and investigations conducted by regulatory authorities, including but not limited to the SEC, MSRB, NASD, NYSE and state securities regulators. Lehman Brothers routinely cooperates freely with such investigations. The Firm is also involved, from time to time, in civil legal proceedings and arbitration proceedings concerning matters arising in connection with the conduct of this business. Although there can be no assurance as to the ultimate outcome, the firm has denied, or believes it has meritorious defenses and will deny, liability in all significant cases pending against it, and intends to defend actively each such case. All material proceedings in which there has been a final determination against Lehman Brothers, and all material litigations involving Lehman Brothers, have been reported on the Firm's Annual Report on Form 10-K, Quarterly Report on Form 10-Q or the Firm's Form BD, each of which is on file with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----