-----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, Dz6fBIq21BzqfPQAPc9wd6y5qTVH7WIpogku6U6mlbMRJ/L6Qar9Yq3DXqFd2hjQ hNNi7A9MNA5KXoKaWsNWSA== 0001144204-06-017749.txt : 20060501 0001144204-06-017749.hdr.sgml : 20060501 20060501161102 ACCESSION NUMBER: 0001144204-06-017749 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060428 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060501 DATE AS OF CHANGE: 20060501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E COM VENTURES INC CENTRAL INDEX KEY: 0000880460 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 650026340 STATE OF INCORPORATION: FL FISCAL YEAR END: 0205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19714 FILM NUMBER: 06795183 BUSINESS ADDRESS: STREET 1: 251 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33325 BUSINESS PHONE: 3058891600 MAIL ADDRESS: STREET 1: 251 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33325 FORMER COMPANY: FORMER CONFORMED NAME: PERFUMANIA INC DATE OF NAME CHANGE: 19930328 8-K 1 v041805_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 28, 2006 E COM VENTURES, INC. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FLORIDA 0-19714 65-0977964 ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 251 INTERNATIONAL PARKWAY SUNRISE, FLORIDA 33325 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) (954) 335-9100 - -------------------------------------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NOT APPLICABLE - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) [GRAPHIC OMITTED] SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On April 28, 2006, the Company and Stephen Nussdorf and Glenn Nussdorf (the "Nussdorfs") agreed to extend the due date of the Company's $5,000,000 principal amount Subordinated Convertible Note (the "Convertible Note") issued to the Nussdorfs from January 2006 to January 2009. Stephen Nussdorf, the Chairman of the Company's Board of Directors, and Glenn Nussdorf, his brother, are the Company's principal shareholders. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 10.1 Subordinated Convertible Note, dated April 28, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. E COM VENTURES, INC. Date: May 1, 2006 By: /s/ A. MARK YOUNG ------------------------ A. Mark Young Chief Financial Officer EX-10.1 2 v041805_ex10-1.txt AMENDMENT TO SUBORDINATED SECURED CONVERTIBLE NOTES This AMENDMENT TO SUBORDINATED SECURED CONVERTIBLE NOTE (the "AMENDMENT") dated as of January 24, 2006 (the "AMENDMENT EFFECTIVE DATE") is entered into by and among E Com Ventures, Inc., a Florida corporation, with headquarters located at 251 International Parkway, Sunrise, Florida 33325 (the "COMPANY") and the undersigned (on the signature pages hereto) designated as "Holder of Convertible Note". WHEREAS: A. The Company issued to the Holder a Subordinated Secured Convertible Note on December 9, 2004 and B. The Company desires to extend the due date of the Note and the Holder has agreed to such extension indicating that some consideration for the extension may be requested by the Holder at some future date. The granting of any such consideration would be at the sole discretion of the E Com Ventures, Inc. Board of Directors. NOW THEREFORE, in consideration of the foregoing, of the mutual covenants and agreements contained herein and of other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. AMENDMENT TO CONVERTIBLE NOTES. The Company and the Holder of the Subordinated Secured Convertible Note agree that the Maturity Date of the outstanding Subordinated Secured Convertible Note is hereby extended to January 29, 2009. Further, the Company and the Holder agree that the term "Maturity Date" in the outstanding Subordinated Secured Convertible Note shall be amended by deleting the date "January 29, 2007" in the first paragraph of such Subordinated Secured Convertible Note and replaced with the date "January 29, 2009". 2. MISCELLANEOUS. This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature. IN WITNESS WHEREOF, the Holder and the Company have caused this Amendment to Convertible Note to be duly executed as of the Amendment Effective Date. COMPANY: E COM VENTURES, INC. /s/ MICHAEL W. KATZ -------------------------- Michael W. Katz 1 HOLDER OF Subordinated Secured Convertible Note: /s/ STEPHEN NUSSDORF -------------------- Stephen Nussdorf /s/ GLENN NUSSDORF -------------------- Glenn Nussdorf 2 -----END PRIVACY-ENHANCED MESSAGE-----