UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Alternate Marketing Networks, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
02145P-10-6
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(CUSIP Number)
Greg R. Samuel
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 1, 2002
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(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 Sections 240.13d-1(e), (f) or (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 Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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 (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 02145P-10-6 Page 2 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K2 VC, LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,474,039(1)
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8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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9 SOLE DISPOSITIVE POWER
EACH
REPORTING 2,474,039(1)
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10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,474,039(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
28.1%(1)
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14 TYPE OF REPORTING PERSON
PN
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(1) Does not include a contingent option granted to Adil Khan on August 1,
2002, for 280,593 shares of ALTM's Common Stock.
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CUSIP No. 02145P-10-6 Page 3 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K2 VC MANAGEMENT, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,474,039(1)
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8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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9 SOLE DISPOSITIVE POWER
EACH
REPORTING 2,474,039(1)
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10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,474,039(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
28.1%(1)
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14 TYPE OF REPORTING PERSON
OO
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(1) Does not include a contingent option granted to Adil Khan on August 1, 2002,
for 280,593 shares of ALTM's Common Stock.
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CUSIP No. 02145P-10-6 Page 4 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adil Khan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 932(1)
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8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,474,039(1)
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9 SOLE DISPOSITIVE POWER
EACH
REPORTING 932(1)
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10 SHARED DISPOSITIVE POWER
PERSON
WITH 2,474,039(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,474,971(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
28.1%(1)
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14 TYPE OF REPORTING PERSON
IN
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(1) Does not include a contingent option granted to Adil Khan on August 1,
2002, for 280,593 shares of ALTM's common stock.
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CUSIP No. 02145P-10-6 Page 5 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mehnaz Fatehdin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
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8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,474,039(1)
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9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
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10 SHARED DISPOSITIVE POWER
PERSON
WITH 2,474,039(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,474,971(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
28.1%(1)
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14 TYPE OF REPORTING PERSON
IN
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(1) Does not include a contingent option granted to Adil Khan on August 1,
2002, for 280,593 shares of ALTM's common stock.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock, par
value $.01 per share (the "Common Stock"), of Alternate Marketing
Networks, Inc., a Delaware corporation ("ALTM"). On August 1, 2002,
ALTM acquired Hencie, Inc, a Delaware corporation ("Hencie") pursuant
to an amended and restated agreement and plan of reorganization dated
May 31, 2002 by and among Alternate Marketing Networks, Inc., a
Michigan corporation, ALTM, ALTM Combination Co., a Delaware
corporation, Hencie, Adil Khan and certain stockholders of Hencie
including K2 VC, LTD. (the "Agreement").
Pursuant to the Agreement, K2 VC, LTD. received 2,474,039
shares of ALTM's common stock, Adil Khan received an option to purchase
1,243 shares of Common Stock (the "Option") and Adil Khan received an
option to purchase 280,593 shares of Common Stock (the "3% Option").
The principal executive offices of ALTM are located at One
Ionia, S.W., Suite 520, Grand Rapids, Michigan 49503.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of K2 VC, LTD. ("K2"); K2 VC
MANAGEMENT, LLC ("K2 Management"); Adil Khan and Mehnaz Fatehdin. In
addition, as required by General Instruction C of Schedule 13D,
information is being provided in the responses to Items 2 through 6
below with respect to each partner of K2 and each person controlling
such partner.
(a) K2
K2 is a Texas limited partnership primarily engaged in
managing the assets of Adil Khan and Mehnaz Fatehdin for estate
planning and other purposes. The principal offices of K2 are located at
13155 Noel Road, 10th Floor, Galleria Tower III, Dallas, Texas 75240.
K2 has not been convicted in a criminal proceeding during the
last five years. During the last five years, K2 was not a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or
finding any violation with respect to such laws.
(b) PARTNERS AND CONTROL PERSONS
(i) K2 Management is a Texas limited liability company
primarily engaged in serving as the sole general partner of K2. The
principal offices of K2 Management are located at 13155 Noel Road, 10th
Floor, Galleria Tower III, Dallas, Texas 75240.
K2 Management has not been convicted in a criminal proceeding
during the last five years. During the last five years, K2 Management
was not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which it was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect
to such laws.
(ii) Adil Khan and Mehnaz Fatehdin are the only limited
partners of K2 and the only officers, members, and managers of K2
Management. The principal occupation of Mr. Khan is Chief Executive
Officer of ALTM. The principal occupation of Mrs. Fatehdin is
homemaker. The principal business address for both Mr. Khan and Mrs.
Fatehdin is 13155 Noel Road, 10th Floor, Galleria Tower III, Dallas,
Texas 75240. Mr. Khan is a United States citizen. Mrs. Fatehdin is a
citizen of the United Kingdom
Neither Mr. Khan nor Mrs. Fatehdin has been convicted in a
criminal proceeding during the last five years. Neither was a party
during the last five years to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he
or she was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) K2
The Shares were acquired pursuant to the Agreement in exchange
for 8,815,000 shares of Hencie stock held by K2.
(b) PARTNERS AND CONTROL PERSONS
The Option was acquired by Adil Khan pursuant to the Agreement
in exchange for an option held by him to purchase 4,428 shares of
Hencie stock at a purchase price of $0.03 per share. Pursuant to the
Option, Mr. Khan may currently purchase 932 shares of Common Stock for
a total consideration of $27.96, or $0.03 per share. To the extent that
he purchases shares of Common Stock pursuant to exercise of the Option,
Mr. Khan shall use his personal funds to effect such purchase. The 3%
Option was acquired by Adil Khan pursuant to the Agreement in
connection with his employment as CEO of ALTM. Pursuant to the 3%
Option, Mr. Khan may not purchase the 280,593 shares unless certain
financial contingencies are realized on or about January 15, 2003. If
the contingencies are satisfied then the exercise price will be the
fair market value of the stock on the date of exercise. To the extent
that he purchases shares of Common Stock pursuant to exercise of the 3%
Option, Mr. Khan may use his personal funds to effect such purpose.
ITEM 4. PURPOSE OF TRANSACTION.
(a) K2
K2 acquired the Shares reported in this Schedule 13D for
investment purposes. K2 has no plans or proposals that relate to or
would result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
(b) PARTNERS AND CONTROL PERSONS
Neither K2 Management, Adil Khan nor Mehnaz Fatehdin has any
plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) K2
On August 1, 2002, pursuant to the Agreement, K2 acquired all
2,474,039 of the Shares. K2 beneficially owns, and has the sole power
to vote and dispose of, all 2,474,039 of the Shares. Such shares
constitute approximately 28.1% of the outstanding Common Stock. K2 has
not effected any other transactions in the Common Stock during the past
60 days.
(b) PARTNERS AND CONTROL PERSONS
On August 1, 2002, pursuant to the Agreement, Adil Khan
acquired the Option. For purposes of this Schedule 13D, Mr. Khan is
deemed to be the beneficial owner of 932 of the shares of Common Stock
subject to the Option. Mr. Khan is also deemed to have the sole power
to vote and dispose of all 932 of such shares. Such shares constitute
less than 0.1% of the outstanding Common Stock. Each of K2 Management,
Adil Khan and Mehnaz Fatehdin may be deemed to be the beneficial owner
of the Shares held of record by K2 by virtue of their respective
relationships with K2. Neither K2 Management, Mr. Khan nor Mrs.
Fatehdin has effected any other transactions in the Common Stock during
the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
(a) K2
The Agreement and the Registration Rights Agreement, dated as
of August 1, 2002, by and among ALTM, certain officers and directors of
ALTM, Alternate Marketing Networks, Inc., a Michigan corporation, ALTM
Combination Co., a Delaware corporation, Hencie and certain
stockholders of Hencie, including K2 (the "Registration Rights
Agreement") are incorporated by reference herein.
Other than the Agreement and the Registration Rights
Agreement, there are no contracts, arrangements, understandings,
agreements or relationships (legal or otherwise) between K2 and any
person with respect to the securities of ALTM.
(b) PARTNERS AND CONTROL PERSONS
The Agreement, the Registration Rights Agreement the option
and the 3% Option are incorporated by reference herein.
Other than the Agreement, the Registration Rights Agreement,
the 3% Option and the Option, there are no contracts, arrangements,
understandings, agreements or relationships (legal or otherwise)
between K2 Management, Adil Khan or Mehnaz Fatehdin and any other
person with respect to the securities of ALTM.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Amended and Restated Agreement and Plan of
Reorganization dated May 31, 2002 by and
among Alternate Marketing Networks, Inc., a
Michigan corporation, ALTM, ALTM Combination
Co., a Delaware corporation, Hencie, Adil
Khan and certain stockholders of Hencie
(incorporated by reference to Appendix A to
the Definitive Proxy Statement on Schedule
14A filed by ALTM with the Securities and
Exchange Commission as of June 17, 2002)
Exhibit B -- Registration Rights Agreement, dated as of
August 1, 2002, by and among ALTM, Alternate
Marketing Networks, Inc., a Michigan
corporation, ALTM Combination Co., a
Delaware corporation, Hencie and certain
stockholders of Hencie, including K2
officers and directors of ALTM.
Exhibit C -- Hencie, Inc. Incentive Stock Option
Agreement, dated February 1, 1999, between
Hencie, Inc. and Adil Khan
Exhibit D -- Hencie, Inc. Notice of Grant of Stock
Options, dated October 31, 2000, between
Hencie, Inc. and Adil Khan
Exhibit E -- Option Agreement dated August 1, 2002, by
and between Alternate Marketing Networks,
Inc. and Adil Khan.
Exhibit F -- Joint Filing Agreement
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: August 9, 2002
K2 VC, LTD.
By: K2 VC MANAGEMENT, LLC
By: /s/ ADIL KHAN
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Name: Adil Khan
Title: President
K2 VC MANAGEMENT, LLC
By: /s/ ADIL KHAN
------------------------------
Name: Adil Khan
Title: President
/s/ ADIL KHAN
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Adil Khan
/s/ MEHNAZ FATEHDIN
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Mehnaz Fatehdin
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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A -- Amended and Restated Agreement and Plan of
Reorganization dated May 31, 2002 by and
among Alternate Marketing Networks, Inc., a
Michigan corporation, ALTM, ALTM Combination
Co., a Delaware corporation, Hencie, Adil
Khan and certain stockholders of Hencie
(incorporated by reference to Appendix A to
the Definitive Proxy Statement on Schedule
14A filed by ALTM with the Securities and
Exchange Commission as of June 17, 2002)
B -- Registration Rights Agreement, dated as of
August 1, 2002, by and among ALTM, Alternate
Marketing Networks, Inc., a Michigan
corporation, ALTM Combination Co., a
Delaware corporation, Hencie and certain
stockholders of Hencie, including K2
officers and directors of ALTM.
C -- Hencie, Inc. Incentive Stock Option
Agreement, dated February 1, 1999, between
Hencie, Inc. and Adil Khan
D -- Hencie, Inc. Notice of Grant of Stock
Options, dated October 31, 2000, between
Hencie, Inc. and Adil Khan
E -- Option Agreement dated August 1, 2002, by
and between Alternate Marketing Networks,
Inc. and Adil Khan.
F -- Joint Filing Agreement