SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THEGLOBE.COM, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
88335R101
(CUSIP Number)
DONALD E. THOMPSON, II, ESQ.
PROSKAUER ROSE LLP
2255 GLADES ROAD, SUITE 340W
BOCA RATON, FLORIDA 33431
(561) 241-7400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 22, 2006
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
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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.
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* 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 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).
CUSIP No. 88335R101 Page 2 of 5
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1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
Carl Ruderman
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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*
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
-------------------------------- --------- -------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 10,000,000 (1)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
10,000,000
10 SHARED DISPOSITIVE POWER
-0- (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000
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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
5.41%
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14 TYPE OF REPORTING PERSON*
IN
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(1) On November 22, 2006, the Reporting Person acquired warrants from the
Issuer which, if exercised, would amount to 10,000,000 shares of the common
stock of the Issuer. Pursuant to a Stockholders' Agreement dated November
22, 2006, by and among the Issuer, the Reporting Person, E&C Capital
Partners, LLLP ("E&C") and others (the "Stockholders' Agreement"), E&C
(which is an affiliate of the Issuer) was granted an irrevocable proxy over
the 10,000,000 shares of common stock, when and to the extent such shares
are acquired by the Reporting Person (the "Proxy Warrant Shares").
(2) Does not include Proxy Shares and certain other securities of the Issuer
which may then be owned by Ruderman which E&C and certain of its affiliates
(the "Existing Stockholders") may cause Ruderman to sell pursuant to a
"drag-along" right granted to them pursuant to the Stockholders' Agreement.
The circumstances under which the Existing Stockholders may cause such
drag-along are beyond their present control and occur only in the event of
certain "Major Sales" or "Approved Sales" (as defined in the Stockholders'
Agreement) involving the Issuer.
CUSIP No. 88335R101 Page 3 of 5
ITEM 1. SECURITY AND ISSUER
This Schedule 13D ("Schedule 13D") relates to common stock, par value
$.001 ("Common Stock"), of theglobe.com, inc., a Delaware corporation (the
"Issuer" or the "Company"). The principal executive offices of the Issuer are
located at 110 East Broward Blvd., Suite 1400, Fort Lauderdale, Florida 33301.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This Schedule 13D is filed by Carl Ruderman, the Reporting Person.
The address of the Reporting Person is 20165 N.E. 39th Place, Tower
Suite, Porta Vita, Aventura, FL 33180.
(d)-(e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent 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.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
None.
ITEM 4. PURPOSE OF TRANSACTION
This Schedule 13D gives effect to certain warrants acquired on November 22, 2006
by the Reporting Person from the Issuer. The Reporting Person holds two
outstanding warrants for 5,000,000 shares each, which, if exercised, would
amount to 10,000,000 shares of the common stock of the Issuer. Each of the
warrants is immediately exercisable at a price of $0.15 per share. The only
difference between the two warrants is that one has an exercise term of 3 years
and the other has a term of 4 years. Each warrant provides for the extension of
the exercise term by an additional 3 years if certain criteria are met. Mr.
Ruderman was also granted "piggyback" registration rights with respect to the
shares of the Company's common stock issuable upon exercise of the warrants.
Pursuant to a Stockholders' Agreement dated November 22, 2006, by and among the
Issuer, the Reporting Person, E&C Capital Partners, LLLP ("E&C") and others (the
"Stockholders' Agreement"), E&C (which is an affiliate of the Issuer) was
granted an irrevocable proxy over the 10,000,000 shares of common stock, when
and to the extent such shares are acquired by the Reporting Person (the "Proxy
Warrant Shares").
Except as described above, the Reporting Person is not aware of any plans or
proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer
or the disposition of securities of the Issuer.
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries.
(c) a sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries.
(d) any other material change in the Issuer's business or corporate
structure.
(e) any material change in the present capitalization or dividend policy
of the Issuer other than as described herein.
(f) any other material changes in the Issuer's business or corporate
structure.
CUSIP No. 88335R101 Page 4 of 5
(g) any changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of the Issuer by any person.
(h) the securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized or to be quoted in an
inter-dealer quotation system of a registered national securities
association.
(i) in a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act.
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) The amounts and percentages of Common Stock set forth in this Item
5 are based on (i) the shares beneficially owned by the Reporting
Person, as set forth in Item 3 and (ii) 174,757,565 shares of
Common Stock outstanding as of November 22, 2006.
Amount beneficially owned:
10,000,000
Percent of class:
5.41%
Number of shares as to which the person has:
sole power to vote or to direct the vote:
-0-
shared power to vote or to direct the vote:
10,000,000
sole power to dispose or to direct the disposition of:
10,000,000
shared power to dispose or to direct the disposition of:
-0-
(c) None
(d) None
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Person is a party to a Stockholders' Agreement dated November 22,
2006 by and among the Issuer, the Reporting Person, Michael S. Egan, Edward A.
Cespedes, E&C Capital Partners, LLLP, E&C Capital Partners II, Ltd. and Dancing
Bear Investments, Inc. (the "Stockholders' Agreement"). Pursuant to the
provisions of the Stockholders' Agreement, E&C Capital Partners, LLLP was
granted an irrevocable proxy to vote 10,000,000 shares of common stock of the
Issuer when and to the extent such shares are acquired by the Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Stockholders' Agreement dated November 22, 2006 by and among the Issuer, the
Reporting Person, Michael S. Egan, Edward A. Cespedes, E&C Capital Partners,
LLLP, E&C Capital Partners II, Ltd. and Dancing Bear Investments, Inc.
CUSIP No. 88335R101 Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
By /s/ CARL RUDERMAN
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Carl Ruderman