-----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, IxYB0IVN/7zwJ341U5xFoZf/DgRNJIIAdu43fw71kqqwPJNeQ37K3naFy2l4gDPQ WSdVFr7Rfox1sr7iQ4GTgw== 0001398432-08-000064.txt : 20080214 0001398432-08-000064.hdr.sgml : 20080214 20080214114435 ACCESSION NUMBER: 0001398432-08-000064 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Enterprise Acquisition Corp. CENTRAL INDEX KEY: 0001406391 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 331171386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83366 FILM NUMBER: 08610264 BUSINESS ADDRESS: STREET 1: 6800 BROKEN SOUND PARKWAY CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 561-988-1700 MAIL ADDRESS: STREET 1: 6800 BROKEN SOUND PARKWAY CITY: BOCA RATON STATE: FL ZIP: 33487 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Enterprise Acquisition Corp. CENTRAL INDEX KEY: 0001406391 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 331171386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 6800 BROKEN SOUND PARKWAY CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 561-988-1700 MAIL ADDRESS: STREET 1: 6800 BROKEN SOUND PARKWAY CITY: BOCA RATON STATE: FL ZIP: 33487 SC 13G 1 enterprise_13g.htm SCHEDULE 13G

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

 

(Amendment No.    )*

 

Enterprise Acquisition Corp.

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

29365R108

(CUSIP Number)

 

December 31, 2007

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[

]

Rule 13d-1 (b)

 

[

]

Rule 13d-1 (c)

 

x

Rule 13d-1 (d)

 

*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 in 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.

(Continued on following pages)

(Page 1 of 10 Pages)

 



 

 

 

CUSIP No. 29365R108

SCHEDULE 13G

Page 2 of 10 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Staton Bell Blank Check LLC

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

 

 

 

(b)

x

 

 

3)

SEC USE ONLY

 

 

 

 

4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

5)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

 

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

6)            SHARED VOTING POWER

 

 

 

 

OWNED BY

6,150,000 (1)

 

 

 

 

EACH

 

 

 

 

 

REPORTING

7)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

 

 

 

 

 

WITH

 

 

 

 

 

 

8)     SHARED DISPOSITIVE POWER

 

 

 

 

 

6,150,000 (1)

 

 

 

 

9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

6,150,000 (1)

 

 

 

 

10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

o

 

 

11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

 

19.7%

 

 

 

 

12)

TYPE OF REPORTING PERSON

 

 

 

 

OO

 

 

 

 

(1)    Does not include 7,500,000 shares of common stock which may be issued upon exercise of warrants held by Staton Bell Blank Check LLC which become exercisable upon the later of the completion of a business combination by the issuer, or November 7, 2008.

 

 


 

 

 

CUSIP No. 29365R108

SCHEDULE 13G

Page 3 of 10 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Daniel C. Staton

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

 

 

 

(b)

x

 

 

3)

SEC USE ONLY

 

 

 

 

4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

United States

 

 

 

 

 

 

5)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

 

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

6)            SHARED VOTING POWER

 

 

 

 

OWNED BY

3,075,000 (1)

 

 

 

 

EACH

 

 

 

 

 

REPORTING

7)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

 

 

 

 

 

WITH

 

 

 

 

 

 

8)     SHARED DISPOSITIVE POWER

 

 

 

 

 

3,075,000 (1)

 

 

 

 

9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

3,075,000 (1)

 

 

 

 

10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

o

 

 

11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

 

9.8%

 

 

 

 

12)

TYPE OF REPORTING PERSON

 

 

 

 

IN

 

 

 

 

(1)    Does not include 7,500,000 shares of common stock which may be issued upon exercise of warrants held by Staton Bell Blank Check LLC which become exercisable upon the later of the completion of a business combination by the issuer, or November 7, 2008.

 

 


 

 

 

CUSIP No. 29365R108

SCHEDULE 13G

Page 4 of 10 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Marc H. Bell

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

 

 

 

(b)

x

 

 

3)

SEC USE ONLY

 

 

 

 

4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

United States

 

 

 

 

 

 

5)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

 

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

6)            SHARED VOTING POWER

 

 

 

 

OWNED BY

3,075,000 (1)

 

 

 

 

EACH

 

 

 

 

 

REPORTING

7)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

3,075,000 (1)

 

 

 

 

WITH

 

 

 

 

 

 

8)     SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

 

 

 

9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

3,075,000 (1)

 

 

 

 

10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

o

 

 

11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

 

9.8%

 

 

 

 

12)

TYPE OF REPORTING PERSON

 

 

 

 

IN

 

 

 

 

(1)    Does not include 7,500,000 shares of common stock which may be issued upon exercise of warrants held by Staton Bell Blank Check LLC which become exercisable upon the later of the completion of a business combination by the issuer, or November 7, 2008.

 

 


 

 

 

CUSIP No. 29365R108

SCHEDULE 13G

Page 5 of 10 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Maria Balodimas Staton

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

 

 

 

(b)

x

 

 

3)

SEC USE ONLY

 

 

 

 

4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

United States

 

 

 

 

 

 

5)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

 

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

6)            SHARED VOTING POWER

 

 

 

 

OWNED BY

3,075,000 (1)

 

 

 

 

EACH

 

 

 

 

 

REPORTING

7)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

 

 

 

 

 

WITH

 

 

 

 

 

 

8)     SHARED DISPOSITIVE POWER

 

 

 

 

 

3,075,000 (1)

 

 

 

 

9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

3,075,000 (1)

 

 

 

 

10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

o

 

 

11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

 

9.8%

 

 

 

 

12)

TYPE OF REPORTING PERSON

 

 

 

 

IN

 

 

 

 

(1)    Does not include 7,500,000 shares of common stock which may be issued upon exercise of warrants held by Staton Bell Blank Check LLC which become exercisable upon the later of the completion of a business combination by the issuer, or November 7, 2008.

 

 


 

 

CUSIP No. 29365R108

SCHEDULE 13G

Page 6 of 10 Pages

 

 

Item 1(a).

Name of Issuer:

Enterprise Acquisition Corp.

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

 

6800 Broken Sound Parkway

 

Boca Raton, Florida 33487

 

Item 2(a).

Names of Persons Filing:

 

Staton Bell Blank Check LLC

Daniel C. Staton

Marc H. Bell

Maria Balodimas Staton

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

Staton Bell Blank Check LLC

 

6800 Broken Sound Parkway

 

Boca Raton, Florida 33487

 

 

Daniel C. Staton

 

6800 Broken Sound Parkway

Boca Raton, Florida 33487

 

 

Marc H. Bell

 

6800 Broken Sound Parkway

Boca Raton, Florida 33487

 

 

Maria Balodimas Staton

 

6800 Broken Sound Parkway

Boca Raton, Florida 33487

 

Item 2(c).

Citizenship:

 

 

Staton Bell Blank Check LLC

Delaware limited liability company

 

Daniel C. Staton

United States

 

Marc H. Bell

United States

 

Maria Balodimas Staton

United States

 

Item 2(d).

Title of Class of Securities:

Common Stock, par value $.0001 per share ("Common Stock")

 

 

Item 2(e).

CUSIP Number:

29365R108

 

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

(a)

[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

(b)

[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

(c)

[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 


 

 

CUSIP No. 29365R108

SCHEDULE 13G

Page 7 of 10 Pages

 

 

 

 

(d)

[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

 

(e)

[ ] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

 

 

(f)

[ ] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

 

 

(g)

[ ] A parent holding company or control person in accordance with

§ 240.13d-1(b)(1)(ii)(G).

 

 

(h)

[ ] A savings association is defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

 

(i)

[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

 

(j)

[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership.

 

 

(a)

Amount beneficially owned:

 

Staton Bell Blank Check LLC beneficially owns 6,150,000 shares of common stock. This number does not include 7,500,000 shares of common stock which may be issued upon exercise of warrants held by Staton Bell Blank Check LLC which become exercisable upon the later of a business combination on the terms described in the issuer's prospectus, filed with the Securities and Exchange Commission on November 7, 2007, or November 7, 2008.

 

Daniel C. Staton may be deemed to beneficially own 3,075,000 shares of common stock. Mr. Staton has 50% control of Staton Family Investments Ltd.; Staton Family Investments Ltd. is 50% owner of Staton Bell Blank Check LLC. Mr. Staton may be deemed the beneficial owner of 50% of the issuer's securities held by Staton Bell Blank Check LLC. This number does not include 7,500,000 shares of common stock which may be issued upon exercise of warrants held by Staton Bell Blank Check LLC which become exercisable upon the later of a business combination on the terms described in the issuer's prospectus, filed with the Securities and Exchange Commission on November 7, 2007, or November 7, 2008.

 

Marc H. Bell may be deemed to beneficially own 3,075,000 shares of common stock. Mr. Bell is 50% owner of Staton Bell Blank Check LLC. Mr. Bell may be deemed the beneficial owner of 50% of the issuer's securities held by Staton Bell Blank Check LLC. This number does not include 7,500,000 shares of common stock which may be issued upon exercise of warrants held by Staton Bell Blank Check LLC which become exercisable upon the later of a business combination on the terms described in the issuer's prospectus, filed with the Securities and Exchange Commission on November 7, 2007, or November 7, 2008.

 

Maria Balodimas Staton may be deemed to beneficially own 3,075,000 shares of common stock. Mrs. Staton has 50% control of Staton Family Investments Ltd.; Staton Family Investments Ltd. is 50% owner of Staton Bell Blank Check LLC. Mrs. Staton may be deemed the beneficial owner of 50% of the issuer's securities held by Staton Bell Blank Check LLC. This number does not include 7,500,000 shares of common stock which may be issued upon exercise of warrants held by Staton Bell Blank Check LLC which become exercisable upon the later of a business combination on the terms described in the issuer's prospectus, filed with the Securities and Exchange Commission on November 7, 2007, or November 7, 2008.

 

 

(b)

Percent of class:

 

 


 

 

CUSIP No. 29365R108

SCHEDULE 13G

Page 8 of 10 Pages

 

 

 

 

Staton Bell Blank Check LLC

19.7%

 

Daniel C. Staton

9.8%

 

Marc H. Bell

9.8%

 

Maria Balodimas Staton

9.8%

 

The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated based upon 31,250,000 shares of Common Stock outstanding, which is the total number of shares issued and outstanding as of February 13, 2008.

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

sole power to vote or to direct the vote:

0

 

 

(ii)

shared power to vote or to direct the vote:

 

 

Staton Bell Blank Check LLC

6,150,000

 

Daniel C. Staton

3,075,000

 

Marc H. Bell

3,075,000

 

Maria Balodimas Staton

3,075,000

 

 

(iii)

sole power to dispose or to direct the disposition of:

 

 

Marc H. Bell

3,075,000

 

 

(iv)

Shared power to dispose or to direct the disposition of:

 

 

Staton Bell Blank Check LLC

6,150,000

 

Daniel C. Staton

3,075,000

 

Maria Balodimas Staton

3,075,000

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable

 

 


 

CUSIP No. 29365R108

SCHEDULE 13G

Page 9 of 10 Pages

 

 

 

Item 10.

Certification.

 

 

Not Applicable

 

 

SIGNATURES

 

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: February 14, 2008

 

STATON BELL BLANK CHECK LLC

 

 

 

 

 

By: /s/ Daniel C. Staton

 

Daniel C. Staton,

 

Its: Managing Member

 

 

 

/s/ Daniel C. Staton

 

DANIEL C. STATON

 

 

 

/s/ Marc H. Bell

 

MARC H. BELL

 

 

 

/s/ Maria Balodimas Staton

 

MARIA BALODIMAS STATON

 

 


 

CUSIP No. 29365R108

SCHEDULE 13G

Page 10 of 10 Pages

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13G with respect to the Common Stock is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. Additionally, the undersigned acknowledge and agree to the inclusion of this Agreement as an Exhibit to this Statement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

 

Date: February 14, 2008

 

STATON BELL BLANK CHECK LLC

 

 

 

 

 

By: /s/ Daniel C. Staton

 

Daniel C. Staton,

 

Its: Managing Member

 

 

 

/s/ Daniel C. Staton

 

DANIEL C. STATON

 

 

 

/s/ Marc H. Bell

 

MARC H. BELL

 

 

 

/s/ Maria Balodimas Staton

 

MARIA BALODIMAS STATON

 

 

 

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