-----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, QOe1T0A/w1hGqNlWT8UREFfyOB9ltBuUCrweCuPhCgEg3cK9TyMwsETeA4Ai608i WstirppXeWuG9Q6IFt+HuA== 0000950124-00-000703.txt : 20000215 0000950124-00-000703.hdr.sgml : 20000215 ACCESSION NUMBER: 0000950124-00-000703 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POPMAIL COM INC CENTRAL INDEX KEY: 0001044738 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 311487885 STATE OF INCORPORATION: MN FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-53001 FILM NUMBER: 543921 BUSINESS ADDRESS: STREET 1: 4801 WEST 81 STREET STREET 2: SUITE 112 CITY: BLOOMINGTON STATE: MN ZIP: 55437 BUSINESS PHONE: 6128379917 MAIL ADDRESS: STREET 1: 4801 WEST 81 STREET STREET 2: SUITE 112 CITY: BLOOMINGTON STATE: MN ZIP: 55437 FORMER COMPANY: FORMER CONFORMED NAME: CAFE ODYSSEY INC DATE OF NAME CHANGE: 19980526 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL DISCOVERY INC DATE OF NAME CHANGE: 19970821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KING STEPHEN D CENTRAL INDEX KEY: 0001055419 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8260 NORTH CREEK DR STREET 2: STE 140 CITY: CINCINNATI STATE: OH ZIP: 45236 BUSINESS PHONE: 5137941777 MAIL ADDRESS: STREET 1: 8260 NORTH CREEK DR STREET 2: STE 140 CITY: CINCINNATI STATE: OH ZIP: 45236 SC 13G/A 1 SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2) POPMAIL.COM, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 733167 10 05 - -------------------------------------------------------------------------------- (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: -- Rule 13d-1(b) x Rule 13d-1(c) -- -- 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 page(s)) Page 1 of 4 Pages 2 13G(Individuals - continued) Page 2 of 4 CUSIP No. 733167 10 05 1. Name of Reporting Person and I.R.S. Identification No.: STEPHEN D. KING 2. Member of a Group: (a) (b) X -------- -------- 3. SEC USE ONLY: 4. Citizenship or Place of Organization: U.S.A. 5. Sole Voting Power: 2,828,243 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,828,243 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting Person: 2,828,243 (includes warrants to purchase an aggregate of 537,500 shares and options to purchase 165,743 shares, that are immediately exercisable. Also includes 1,225,000 shares owned by King Family Partners, a limited partnership for the benefit of certain of the reporting person's family members, of which the reporting person is the president and general partner. 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ----- 11. Percent of Class Represented by Amount in Row 9: 13.0% 12. Type of Reporting Person: IN 3 13G(Individuals - continued) Page 3 of 4 Item 1(a) and (b) NAME AND ADDRESS OF ISSUER: POPMAIL.COM, INC. 4801 West 81st Street Suite 112 Bloomington, MN 55437 Item 2(a) NAME OF PERSON FILING: Stephen D. King Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 8260 North Creek Drive, Suite 140 Cincinnati, OH 45236 Item 2(c) CITIZENSHIP: USA Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value Item 2(e) CUSIP NUMBER: 733167 10 05 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 Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J); Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) AMOUNT BENEFICIALLY OWNED: 2,828,243 shares at December 31, 1999.(Includes 165,743 shares issuable upon exercise of currently exercisable options and 537,500 shares issuable upon exercise of currently exercisable warrants.) (Also includes 1,225,000 shares owned by King Family Partners, a limited partnership for the benefit of certain of the reporting person's family members, and of which the reporting person is the president and general partner.) (b) PERCENT OF CLASS: 13.0% pursuant to Rule 13d-3(c). (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS (i) Sole power to vote or to direct the vote 2,828,243 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 2,828,243 (iv) Shared power to dispose or to direct the disposition of 0 4 13G(Individuals - continued) Page 4 of 4 Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. 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. Not Applicable Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable Item 9 NOTICE OF DISSOLUTION OF GROUP. Not Applicable Item 10 CERTIFICATION. (a) Not Applicable (b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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 February 14, 2000. \S\ Stephen D. King - ---- ---------------------- Stephen D. King -----END PRIVACY-ENHANCED MESSAGE-----