-----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, Oy53KzQ6ToIKDlEqLqDf/p/jdGrBxZZLs8qx5rJg42cMFIcsvqXJ37N2jBXkxSYr vertKuzngRhnyYSEodHUXg== 0000950116-00-000780.txt : 20000407 0000950116-00-000780.hdr.sgml : 20000407 ACCESSION NUMBER: 0000950116-00-000780 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETWORKS NORTH INC CENTRAL INDEX KEY: 0000797313 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 112805051 STATE OF INCORPORATION: NY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52525 FILM NUMBER: 594942 BUSINESS ADDRESS: STREET 1: 14 METEOR DR STREET 2: BLDG 18 CITY: ETOBOCOKE ONTARIO STATE: A6 ZIP: 00000 BUSINESS PHONE: 4166756666 MAIL ADDRESS: STREET 1: 14 METEOR DR CITY: ETOBICOKE ONTARIO STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: NTN CANADA INC DATE OF NAME CHANGE: 19961016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NETSTAR ENTERPRISES INC CENTRAL INDEX KEY: 0001104915 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVE EAST STE 100 STREET 2: TORONTO ONTARIO CITY: CANADA M2J 5C2 BUSINESS PHONE: 4164948222 MAIL ADDRESS: STREET 1: 2225 SHEPPARD AVE EAST STE 100 STREET 2: TORONTO ONTARIO CITY: CANADA M2J 5C2 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)(1) Networks North Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.0467 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 629409-40-0 - -------------------------------------------------------------------------------- (CUSIP Number) Astrid Zimmer NetStar Enterprises Inc. Suite 100 2225 Sheppard Avenue East Toronto, Ontario Canada M2J 5C2 (416) 490-7077 - -------------------------------------------------------------------------------- (Address) April 3, 2000 - -------------------------------------------------------------------------------- (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.[ ] Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - -------- (1) 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 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. 629409-40-0 SCHEDULE 13D Page 2 of 3 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NetStar Enterprises Inc. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada ______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 0 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 0 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT -2- _______________________________________________________________________________ CUSIP No. 629409-40-0 SCHEDULE 13D Page 3 of 3 Pages _______________________________________________________________________________ This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends the Schedule 13D dated October 4, 1994 (the "Original Schedule") filed by Labatt Communications Inc. ("LCI"), with respect to shares of Common Stock, par value $.0467 per share (the "Common Stock"), of Networks North, Inc. (formerly known as "NTN Canada, Inc.") (the "Issuer"), a New York corporation, as previously amended by Amendment No. 1 to Schedule 13D ("Amendment No. 1) dated January 12, 2000. Item 5 Interest in Securities of the Issuer As of the date of this filing, NetStar Enterprises Inc. ("NetStar") does not own any shares of Common Stock of the Issuer. Item 6 Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer The transaction referenced in Amendment No. 1 was terminated. Pursuant to Agreements of Purchase And Sale attached as Exhibits A and B to this Amendment No. 2, NetStar sold all of its Common Stock in the Issuer on April 3, 2000 in privately negotiated transactions to two purchasers for U.S. $3.00 per share. Item 7 Material to Be Filed as Exhibits Attached as Exhibit A to this Amendment No. 2 is the Agreement of Purchase And Sale between NetStar and Chell.Com Ltd. Attached as Exhibit B to this Amendment No. 2 is the Agreement of Purchase And Sale between NetStar and Hammock Group Ltd. 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. April 5, 2000 --------------------------------------------- (Date) NetStar Enterprises Inc. /s/ Astrid Zimmer --------------------------------------------- (Signature) Senior Legal Counsel and Assistant Secretary --------------------------------------------- (Title) -3- EXHIBIT A AGREEMENT OF PURCHASE AND SALE DATED this 3rd day of April, 2000 B E T W E E N: CHELL.COM LTD., a company incorporated under the laws of Alberta, with registered offices at 114-1215 13th Avenue SE, Calgary, Alberta (hereinafter referred to as the "Purchaser") and - NETSTAR ENTERPRISES INC., a company incorporated under the laws of Canada with registered offices at 2225 Sheppard Avenue East, Suite 100, Toronto, Ontario M2J 5C2 (hereinafter referred to as the "Vendor") WHEREAS Vendor beneficially owns 925,787 shares of the capital stock of Networks North, Inc. (the "Company"); AND WHEREAS The Purchaser wishes to purchase 462,894 shares (the "Shares") from the Vendor and the Vendor wishes to sell the Shares to Purchaser; NOW THEREFORE THIS AGREEMENT WITNESSETH THAT: 1. Purchase and Sale of Shares a) On the terms and subject to the fulfilment of the conditions hereof, the Vendor will sell and transfer to the Purchaser, and the Purchaser will purchase and accept from Vendor, all, and not less than all, the Shares in consideration of the Purchase Price (as defined in subparagraph (b) below). b) The price payable by the Purchaser to the Vendor for the Shares is U.S. $3.00 per Share for a total purchase price of U.S. $1,388,682 (the "Purchase Price"). c) At 12:00pm (EST) on April 3, 2000 at the offices of the Vendor, the Purchaser will pay to the Vendor, by certified cheque, the Purchase Price and the Vendor will deliver to the Purchaser a share certificate representing the Shares. d) Immediately following payment by the Purchaser to the Vendor (satisfactory to the Vendor) of the Purchase Price, Vendor will deliver to the Purchaser, resignations of the following directors of the Company: Lorne Stephenson and Mary Currie. A-1 2. Representations and Warranties of Purchaser The Purchaser hereby represents and warrants to Vendor that: a) this Agreement, when executed and delivered by Purchaser, will constitute a valid and binding agreement of Purchaser in accordance with its terms. None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the compliance with or fulfilment of the terms and provisions of this Agreement, will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under the Purchaser's constating documents or by-laws, any instrument, agreement, mortgage, judgement, order, award or decree; b) the Purchaser is not insolvent, has not committed an act of bankruptcy, proposed a compromise or arrangement of its creditors generally, had any petition or receiving order in bankruptcy filed against it, taken any proceedings with respect to a compromise or arrangement or to have a receiver appointed over any part of its assets, had an encumbrancer take possession of any of its property, or had an execution or distress become enforceable or levied upon any of its property; and c) the Purchaser is buying the Shares as principal for its own account without a view to distribution. 3. Representations and Warranties of Vendor The Vendor hereby represents and warrants to Purchaser that: a) this Agreement, when executed and delivered by Vendor, will constitute a valid and binding agreement of Vendor in accordance with its terms. None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the compliance with or fulfilment of the terms and provisions of this Agreement ,will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under the Vendor's constating documents or by-laws, any instrument, agreement, mortgage, judgement, order, award or decree; b) the Vendor is not insolvent, has not committed an act of bankruptcy, proposed a compromise or arrangement of its creditors generally, had any petition or receiving order in bankruptcy filed against it, taken any proceedings with respect to a compromise or arrangement or to have a receiver appointed over any part of its assets, had an encumbrancer take possession of any of its property, or had an execution or distress become enforceable or levied upon any of its property; c) there are no outstanding agreements, calls, commitments, options, subscriptions, warrants or other rights or privileges held by a third party and granted by Vendor entitling it to acquire the Shares; d) Vendor is the registered and beneficial owner and holder of the Shares and has good and marketable title to the Shares, free and clear of all encumbrances or claims of any kind and Vendor has not received any notice of any adverse claim with respect to the Shares; e) Vendor is not a "non-resident" of Canada under the Income Tax Act (Canada); f) Vendor acquired the Shares for its own account and not with a view to distribution. In offering and selling the Shares to Purchaser, Vendor is acting for its own account, and not as agent of the Company or as an underwriter or distributor of the Shares. A-2 4. Receipt for Shares The Purchaser hereby authorizes Morrison Brown Sosnovitch LLP to receive the certificate representing the Shares on the Purchaser's behalf and to execute the Vendor's form of receipt on behalf of the Purchaser. 5. Agreement Conditional The obligations of the Vendor hereunder, are conditional upon the Vendor's successful completion of a sale of 462,893 shares to Hammock Group Ltd. on April 3, 2000. 6. Governing Laws This Agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario and the parties attorn to the jurisdiction of the Courts of the Province of Ontario. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of day and year first written above. CHELL.COM LTD. Per: /s/ Cameron Chell Name: Cameron Chell Title: CEO and Chairman NETSTAR ENTERPRISES INC. Per: /s/ Lorne Stephenson ------------------------------------------ Name: Lorne Stephenson Title: Executive Vice President, Administration Per: /s/ Mary Currie ------------------------------------------ Name: Mary Currie Title: Vice President, Finance and Planning A-3 EXHIBIT B AGREEMENT OF PURCHASE AND SALE DATED this 3rd day of April, 2000 B E T W E E N: HAMMOCK GROUP LTD., a company incorporated under the laws of British Virgin Islands, with registered offices at c/o Voyager Financial Services, 129 Front Street, Penthouse, Hamilton, Bermuda (hereinafter referred to as the "Purchaser") and - NETSTAR ENTERPRISES INC., a company incorporated under the laws of Canada with registered offices at 2225 Sheppard Avenue East, Suite 100, Toronto, Ontario M2J 5C2 (hereinafter referred to as the "Vendor") WHEREAS Vendor beneficially owns 925,787 shares of the capital stock of Networks North, Inc. (the "Company"); AND WHEREAS The Purchaser wishes to purchase 462,893 shares (the "Shares") from the Vendor and the Vendor wishes to sell the Shares to Purchaser; NOW THEREFORE THIS AGREEMENT WITNESSETH THAT: 1. Purchase and Sale of Shares a) On the terms and subject to the fulfilment of the conditions hereof, the Vendor will sell and transfer to the Purchaser, and the Purchaser will purchase and accept from Vendor, all, and not less than all, the Shares in consideration of the Purchase Price (as defined in subparagraph (b) below). b) The price payable by the Purchaser to the Vendor for the Shares is U.S. $3.00 per Share for a total purchase price of U.S. $1,388,679 (the "Purchase Price"). c) At 12:00pm (EST) on April 3, 2000 at the offices of the Vendor, the Purchaser will pay to the Vendor, by certified cheque, the Purchase Price and the Vendor will deliver to the Purchaser a share certificate representing the Shares. d) Immediately following payment by the Purchaser to the Vendor (satisfactory to the Vendor) of the Purchase Price, Vendor will deliver to the Purchaser, resignations of the following directors of the Company: Lorne Stephenson and Mary Currie. B-1 2. Representations and Warranties of Purchaser The Purchaser hereby represents and warrants to Vendor that a) this Agreement, when executed and delivered by Purchaser, will constitute a valid and binding agreement of Purchaser in accordance with its terms. None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the compliance with or fulfilment of the terms and provisions of this Agreement, will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under the Purchaser's constating documents or by-laws, any instrument, agreement, mortgage, judgement, order, award or decree; b) the Purchaser is not insolvent, has not committed an act of bankruptcy, proposed a compromise or arrangement of its creditors generally, had any petition or receiving order in bankruptcy filed against it, taken any proceedings with respect to a compromise or arrangement or to have a receiver appointed over any part of its assets, had an encumbrancer take possession of any of its property, or had an execution or distress become enforceable or levied upon any of its property; and c) the Purchaser is buying the Shares as principal for its own account without a view to distribution. 3. Representations and Warranties of Vendor The Vendor hereby represents and warrants to Purchaser that: a) this Agreement, when executed and delivered by Vendor, will constitute a valid and binding agreement of Vendor in accordance with its terms. None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the compliance with or fulfilment of the terms and provisions of this Agreement, will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under the Vendor's constating documents or by-laws, any instrument, agreement, mortgage, judgement, order, award or decree; b) the Vendor is not insolvent, has not committed an act of bankruptcy, proposed a compromise or arrangement of its creditors generally, had any petition or receiving order in bankruptcy filed against it, taken any proceedings with respect to a compromise or arrangement or to have a receiver appointed over any part of its assets, had an encumbrancer take possession of any of its property, or had an execution or distress become enforceable or levied upon any of its property; c) there are no outstanding agreements, calls, commitments, options, subscriptions, warrants or other rights or privileges held by a third party and granted by Vendor entitling it to acquire the Shares; d) Vendor is the registered and beneficial owner and holder of the Shares and has good and marketable title to the Shares, free and clear of all encumbrances or claims of any kind and Vendor has not received any notice of any adverse claim with respect to the Shares; e) Vendor is not a "non-resident" of Canada under the Income Tax Act (Canada); f) Vendor acquired the Shares for its own account and not with a view to distribution. In offering and selling the Shares to Purchaser, Vendor is acting for its own account, and not as agent of the Company or as an underwriter or distributor of the Shares. B-2 4. Receipt for Shares The Purchaser hereby authorizes Morrison Brown Sosnovitch LLP to receive the certificate representing the Shares on the Purchaser's behalf and to execute the Vendor's form of receipt on behalf of the Purchaser. 5. Agreement Conditional The obligations of the Vendor hereunder, are conditional upon the Vendor's successful completion of a sale of 462,894 shares to Chell.com Ltd. on April 3, 2000. 6. Governing Laws This Agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario and the parties attorn to the jurisdiction of the Courts of the Province of Ontario. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of day and year first written above. HAMMOCK GROUP LTD. Per: /s/ Paul Lemmon ------------------------------------------ Name: Paul Lemmon Title: Director NETSTAR ENTERPRISES INC. Per: /s/ Lorne Stephenson ------------------------------------------ Name: Lorne Stephenson Title: Executive Vice President, Administration Per: /s/ Mary Currie ------------------------------------------ Name: Mary Currie Title: Vice President, Finance and Planning B-3 -----END PRIVACY-ENHANCED MESSAGE-----