sc13d0211lerner

0001213900-11-001138.txt : 20110304 0001213900-11-001138.hdr.sgml : 20110304 20110304170035 ACCESSION NUMBER: 0001213900-11-001138 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110304 DATE AS OF CHANGE: 20110304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lerner Clifford CENTRAL INDEX KEY: 0001373589 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 366 NORTH BROADWAY STREET 2: SUITE 41042 CITY: JERICHO STATE: NY ZIP: 11753 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Snap Interactive, Inc CENTRAL INDEX KEY: 0001355839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86122 FILM NUMBER: 11665472 BUSINESS ADDRESS: STREET 1: 363 7TH AVENUE CITY: NEW YORK, STATE: NY ZIP: 10001 BUSINESS PHONE: (516)942-2030 MAIL ADDRESS: STREET 1: 363 7TH AVENUE CITY: NEW YORK, STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: eTwine Holdings, Inc DATE OF NAME CHANGE: 20060310 SC 13D 1 sc13d0211lerner_snap.htm SCHEDULE 13D sc13d0211lerner_snap.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ) *

SNAP INTERACTIVE, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

83303W109

(CUSIP Number)

Greg R. Samuel, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 13, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 §240.13d-7 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).

CUSIP No. 83303W109


1. Names of Reporting Persons. Clifford Lerner
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) £ (b) ¨
3. SEC Use Only
4. Source of Funds (See Instructions) PF, OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 25,500,000
	8. Shared Voting Power 0
	9. Sole Dispositive Power 25,500,000
	10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,500,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13. Percent of Class Represented by Amount in Row (11) 60.8%*
14. Type of Reporting Person (See Instructions) IN

* Based upon 37,423,000 shares of common stock outstanding as of January 19, 2011.

Item 1. Security and Issuer.

This Schedule 13D relates to the shares of common stock, $0.001 par value per share (the “Common Stock”), of Snap Interactive, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 363 7th Avenue, 13th Floor, New York, New York 10001. The number of shares of Common Stock included in this Schedule 13D has been adjusted to reflect the three-for-one forward stock split that occurred on January 14, 2010.

Item 2. Identity and Background.

(a) The name of the person filing this Schedule 13D is Clifford Lerner (the “Reporting Person”).

(b) The principal business address of the Reporting Person is 363 7th Avenue, 13th Floor, New York, New York 10001.

(c) The Reporting Person is the record and direct beneficial owner of the shares of Common Stock covered by this statement. The principal occupation of the Reporting Person is serving as President, Chief Executive Officer, Chief Financial and Accounting Officer and sole director of the Issuer.

(d) and (e) During the last five years, the Reporting Person has not been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

(f) The Reporting Person is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Person acquired an option to purchase 4,500,000 shares of Common Stock pursuant to an employment agreement and a stock option agreement with the Issuer that were entered into on December 13, 2006.

Item 4. Purpose of Transaction.

The Reporting Person acquired an option to purchase 4,500,000 shares of Common Stock on December 13, 2006 as compensation for serving as the Issuer’s President and Chief Executive Officer.

Subject to applicable law and regulations, and depending upon certain factors, including without limitation, general market and investment conditions and the financial performance of the Issuer, the Reporting Person may have further discussions and other communications with other shareholders of the Issuer and may take actions that could result in, among other things: (a) the acquisition by the Reporting Person of additional shares of Common Stock or other securities of the Issuer, or the disposition of shares of Common Stock or other securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.

The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Board of Directors and management of the Issuer, changes to the composition of the Board of Directors, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Person, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions and/or pursue such options with respect to its investment in the Issuer as the Reporting Person deems appropriate under the circumstances.

Except to the extent that the foregoing may be deemed to be a plan or proposal, the Reporting Person currently does not have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of the Reporting Person’s general investment policies, or other factors, the Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the shares of Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that the Reporting Person will take any of the actions set forth above.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page hereto and includes 4,500,000 shares of Common Stock which the Reporting Person has a right to acquire pursuant to a stock option at an exercise price of $0.13 per share.

(b) Number of shares as to which each Reporting Person has:

(i) sole power to vote or to direct the vote:

See Item 7 on the cover page hereto.

(ii) shared power to vote or to direct the vote:

See Item 8 on the cover page hereto.

(iii) sole power to dispose or to direct the disposition of:

See Item 9 on the cover page hereto.

(iv) shared power to dispose or to direct the disposition of:

See Item 10 on the cover page hereto.

(c) There were no transactions in the shares of Common Stock that were effected during the past sixty days by the Reporting Person.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On December 13, 2006, the Reporting Person and the Issuer entered into an employment agreement, as amended by Amendment No. 1 to the Employment Agreement dated December 13, 2006 and Amendment No. 2 to the Employment Agreement dated December 13, 2006 (as amended, the “Employment Agreement”). The Employment Agreement provides that the Reporting Person is entitled to receive an option to purchase 4,500,000 shares of Common Stock. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement filed as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 hereto, which is incorporated herein by reference.

Pursuant to the Employment Agreement, on December 13, 2006, the Issuer entered into a stock option agreement (the “Option Agreement”) with the Reporting Person pursuant to which the Issuer granted the Reporting Person an option to purchase 4,500,000 shares of Common Stock at an exercise price of $0.13 per share. The stock option was immediately exercisable and expires on January 1, 2012. The foregoing description of the Option Agreement is qualified in its entirety by reference to the Option Agreement filed as Exhibit 99.4 hereto, which is incorporated herein by reference.

Except as otherwise described herein the Reporting Person does not have any legal or other contract, arrangement, understanding, or relationship with any other person with respect to the shares of Common Stock or any other securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

The following exhibits are filed as exhibits hereto:

Exhibit	Description of Exhibit
99.1	Employment Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 relating to the Common Stock of the Issuer filed February 11, 2011 by the Issuer with the Securities and Exchange Commission).
99.2	Amendment No. 1 to Employment Agreement (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 relating to the Common Stock of the Issuer filed February 11, 2011 by the Issuer with the Securities and Exchange Commission).
99.3	Amendment No. 2 to Employment Agreement (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 relating to the Common Stock of the Issuer filed February 11, 2011 by the Issuer with the Securities and Exchange Commission).
99.4	Stock Option Agreement (furnished herewith).

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.

Date: March 4, 2011

/s/ Clifford Lerner

CLIFFORD LERNER

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Employment Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 relating to the Common Stock of the Issuer filed February 11, 2011 by the Issuer with the Securities and Exchange Commission).
99.2	Amendment No. 1 to Employment Agreement (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 relating to the Common Stock of the Issuer filed February 11, 2011 by the Issuer with the Securities and Exchange Commission).
99.3	Amendment No. 2 to Employment Agreement (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 relating to the Common Stock of the Issuer filed February 11, 2011 by the Issuer with the Securities and Exchange Commission).
99.4	Stock Option Agreement (furnished herewith).

EX-99.4 2 sc13d0211lernerex99iv_snap.htm ENTWINE STOCK OPTION AGREEMENT sc13d0211lernerex99iv_snap.htm

Exhibit 99.4

ETWINE HOLDINGS, INC.

STOCK OPTION AGREEMENT

I.	PARTICIPANT

NAME: Clifford Lerner

ADDRESS: c/o eTwine Holdings, Inc 366 North Broadway, Suite 41042, Jericho NY 11753

The undersigned Participant is hereby granted an Option to purchase that number of shares set forth below (the “Shares”) of common stock, par value per share of $0.001 (the “Common Stock”) (“Shares”) of Etwine Holdings, Inc., (“the Company”), subject to the terms and conditions of this Option Agreement, as follows:

DATE OF GRANT: December 13, 2006

VESTING COMMENCEMENT DATE: December 13, 2006

EXERCISE PRICE PER SHARE: $0.40

TOTAL NUMBER OF COMMON SHARES

SUBJECT TO OPTION: 1,500,000

TYPE OF OPTION (CHECK ONE): rNON-QUALIFIED

rQUALIFIED

TERM/EXPIRATION DATE:

January 1, 2012 unless earlier terminated as provided herein.

Subject to the terms and conditions contained herein, this Option shall vest as follows:

II. AGREEMENT.

1. Grant of Option. The Committee, on behalf of the Company's Board, hereby grants to the Participant an option ("Option") to purchase the number of Shares set forth on the first page of this Option Agreement, at the exercise price per Share set forth on the first page of this Option Agreement ("Exercise Price"). The Participant accepts the Option subject to all the terms and provisions of this Agreement. The undersigned Participant hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee or the Board upon any questions arising under this Agreement.

2. Exercise of Option.

(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out on the first page of this Option Agreement and with the applicable provisions of this Option Agreement.

(b) Vesting Acceleration.

This Option shall become immediately fully vested and exercisable in the event of a "Change in Control." For purposes of this Option, a "Change in Control" shall be deemed to occur when, or upon:

(i) Approval by the shareholders of the Company of a reorganization, merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, in substantially the same proportions as their ownership immediately prior to such reorganization, merger, consolidation or other transaction, or a liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned); or

(ii) Individuals who, as of the date on which the Option is granted hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date on which the Option was granted whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

(iii) The acquisition (other than from the Company) by any person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act, of beneficial ownership (within the meaning of Rule 13-d promulgated under the Securities Exchange Act, of 40% or more of either the then outstanding shares of the Company's Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors (hereinafter referred to as the ownership of a "Controlling Interest") excluding, for this purpose, any acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity or "group" that as of the date on which the Option is granted owns beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a Controlling Interest or (4) any employee benefit plan of the Company or its Subsidiaries.

(c) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice (the "Exercise Notice"), or on such other form authorized by the Committee, that shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Participant on the date on which the Option is exercised with respect to such Shares.

3. Method of Payment. Payment of the aggregate Exercise Price shall be by cash, or in any manner otherwise permitted by the Committee.

4. Assignability of Option. The Option is personal to the Participant. The Participant may sell, assign or otherwise transfer the Option or any of its rights under this Agreement without the prior written consent of the Company.

5. Adjustments on Changes in Capitalization. The number of Shares and class of Shares as to which the Option is granted hereby and the Exercise Price, shall be appropriately adjusted in the event of a stock dividend, stock split, recapitalization or other change in the number or class of issued and outstanding equity securities of the Company resulting from a subdivision or consolidation of the Common Stock and/or, if appropriate, other outstanding equity securities or a recapitalization or other capital adjustment (not including the issuance of Common Stock on the conversion of other securities of the Company that are convertible into Common Stock) affecting the Common Stock which is effected without receipt of consideration by the Company. The Board of Directors of the Company shall have authority to determine the adjustments to be made under this Section Five (5), and any such determination by the Board of Directors of the Company shall be final, binding and conclusive.

6. Term of Option.

(a) Generally. This Option may be exercised only within the term set forth on the first page of this Option Agreement.

(b) Termination of Participant. Without limiting the generality of Section 6(a), if Participant is Terminated for any reason except for death, Disability, or "cause" (defined below), then for a period of ninety (90) days after the Termination Date Participant may exercise this Option but only to the extent that such Option is vested and would have otherwise been exercisable upon the Termination Date. If Participant is Terminated because of Death or Disability then this Option may be exercised for a period of twelve (12) months after the Termination Date but only to the extent that such Option would have been exercisable by Participant (or Participant's legal representative or authorized assignee) on the Termination Date. If Participant is Terminated for cause, all options will immediately terminate and shall be of no further force or effect. For purposes of this Option Agreement, "cause" shall mean willful misconduct or gross negligence.

(c) Dissolution. Upon dissolution or liquidation of the Company, or upon a merger or consolidation in which the Company is not the surviving corporation (unless otherwise agreed in connection with the merger), the Option shall terminate.

7. Notices. Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company’s principal office, and, in the case of the Participant, to the Participant’s last permanent address as shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.

8. No Rights of Stockholders. Neither the Participant nor any personal representative (or beneficiary) shall be, or shall have any of the rights and privileges of, a stockholder of the Company with respect to any Shares purchasable or issuable upon the exercise of the Option, in whole or in part, prior to the date of exercise of the Option.

9. Entire Agreement; Governing Law. This Option Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Company and Participant. This Agreement is governed by the internal substantive laws of the State of Delaware.

10. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A PARTICIPANT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PARTICIPANT'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Participant acknowledges receipt of a copy of the Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Agreement and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant further agrees to notify the Company upon any change in his or her residence address.

PARTICIPANT	ETWINE HOLDINGS, INC.


/s/ Clifford Lerner	By:	/s/ Clifford Lerner
(SIGNATURE)