-----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, VDW5189UyIuYaHnG7vxegasqtYjbf0XSeikZBvtTiA2w0VWmyIXpycdSwb036mZn mwYjrHmQ6IFyZvEyfvzmdA== 0000898432-04-000177.txt : 20040218 0000898432-04-000177.hdr.sgml : 20040218 20040218182730 ACCESSION NUMBER: 0000898432-04-000177 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040213 FILED AS OF DATE: 20040218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIMBERLIN KEVIN CENTRAL INDEX KEY: 0000904841 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28008 FILM NUMBER: 04614240 BUSINESS ADDRESS: STREET 1: SPENCER TRASK SECURITIES INC STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555565 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SMARTSERV ONLINE INC CENTRAL INDEX KEY: 0001005698 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133750708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0902 BUSINESS ADDRESS: STREET 1: METRO CENTER STREET 2: ONE STATION PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033535950 MAIL ADDRESS: STREET 1: ONE STATION PLACE CITY: STAMFORD STATE: CT ZIP: 06902 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2004-02-13 0 0001005698 SMARTSERV ONLINE INC SSOL 0000904841 KIMBERLIN KEVIN 535 MADISON AVENUE 18TH FLOOR NEW YORK NY 10022 0 0 1 0 Series A Convertible Preferred Stock 1.5 2004-02-13 4 P 0 20001 A Common Stock 200001 20001 I See Note Warrant 2.82 2004-02-13 4 P 0 200001 A 2004-02-13 2007-02-13 Common Stock 200001 200001 I See Note Series A Convertible Preferred Stock 1.5 2004-02-13 4 C 0 10458 A Common Stock 104580 10458 I See Note Warrant 2.82 2004-02-13 4 C 0 104587 A 2004-02-13 2007-02-13 Common Stock 104587 104587 I See Note Series A Convertible Preferred Stock 1.5 2004-02-13 4 C 0 15606 A Common Stock 156060 15606 I See Note Warrant 2.82 2004-02-13 4 C 0 156058 A 2004-02-13 2007-02-13 Common Stock 156058 156058 I See Note 8% Convertible Notes due on 2/14/04 1.9 2004-02-13 4 C 0 148000 D 2003-05-19 2004-02-14 Common Stock 82569 0 I See Note 8% Convertible Notes due on 2/14/04 1.9 2004-02-13 4 C 0 222000 D 2003-06-13 2004-02-14 Common Stock 123202 0 I See Note Warrant 1.5 2004-02-13 4 J 0 539000 A 2004-02-13 2009-02-13 Common Stock 539000 539000 I See Note Warrant 2.82 2004-02-13 4 J 0 539000 A 2004-02-13 2009-02-13 Common Stock 539000 539000 I See Note The shares are currently convertible. The shares are mandatorily convertible into common stock on February 13, 2007. Purchase price was $15.00 per unit, with each unit consisting of one (1) share of Series A Convertible Preferred Stock (which is convertible into 10 shares of common stock) and ten (10) warrants. Of this total, 7,000 shares are held by Spencer Trask Private Equity Fund I LP ("Fund I"); 3,667 shares are held by Spencer Trask Private Equity Fund II LP ("Fund II"); 4,667 shares are held by Spencer Trask Private Equity/Accredited Fund III, LLC ("Fund III"); and 4,667 shares are held by Spencer Trask Illumination Fund ("Illumination Fund" and, together with Fund I, Fund II and Fund III, the "Funds"). The Reporting Person is approximately an 80% owner of an entity that is a 100% owner of the manager of the Funds. Of this total, 70,000 warrants are held by Fund I; 36,667 shares are held by Fund II; 46,667 shares are held by Fund III; and 46,667 shares are held by Illumination Fund. Shares and warrants were received upon conversion of 8% Convertible Notes, originally due on November 19, 2003 but extended to February 14, 2004, inclusive of accrued interest, into units consisting of one (1) share of Series A Convertible Preferred Stock (which is convertible into 10 shares of common stock) and ten (10) warrants, and at a purchase price of $15.00 per unit. Of this total, 1,413 shares are held by Fund I; 1,413 shares are held by Fund II; 1,413 shares are held by Fund III, and 6,219 shares are held by Spencer Trask Investment Partners LLC ("STIP"), a Delaware limited liability company, of which the reporting person is the non-member manager. Of this total, 14,133 warrants are held by Fund I; 14,133 warrants are held by Fund II; 14,133 warrants are held by Fund III; and 62,187 warrants are held by STIP. Shares and warrants were received upon conversion of 8% Convertible Notes, originally due on December 13, 2003 but extended to February 14, 2004, inclusive of accrued interest, into units consisting of one (1) share of Series A Convertible Preferred Stock (which is convertible into 10 shares of common stock) and ten (10) warrants, and at a purchase price of $15.00 per unit. Of this total, 1,406 shares are held by Fund I; 1,406 shares are held by Fund II; 1,406 shares are held by Fund III, and 11,388 shares are held by STIP. Of this total, 14,059 warrants are held by Fund I; 14,059 warrants are held by Fund II; 14,059 warrants are held by Fund III; and 113,880 warrants are held by STIP. Warrants were earned as compensation for placement agent services. Held by Spencer Trask Ventures, Inc. /S/ KEVIN B. KIMBERLIN 2004-02-18 -----END PRIVACY-ENHANCED MESSAGE-----