General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 13 47K
2: EX-99 Miscellaneous Exhibit 1 7K
3: EX-99 Miscellaneous Exhibit 10± 41K
4: EX-99 Miscellaneous Exhibit 13 55K
5: EX-99 Miscellaneous Exhibit 32 133K
6: EX-99 Miscellaneous Exhibit 12 53K
7: EX-99 Miscellaneous Exhibit 32 131K
8: EX-99 Miscellaneous Exhibit 12 52K
9: EX-99 Miscellaneous Exhibit 9 38K
CUSIP No. 266 13P 108 13D Page 1 of 13 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Dupont Direct Financial Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
266 13P 108
(Cusip Number)
David Russell, Jr. Dr. Thomas Bolera
Cove Hill Consulting, Inc. Capacity Unlimited, Inc.
One Oak Ridge Rd. Box 8B 18848 S.E. Highway 212
West Lebanon, NH 03784 Clackamas, OR 97015
603-643-8880 503-658-7993
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 2001
(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 ss.ss. 240.13d-(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]. *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 total number of shares of Common Stock reported herein is 750,000, which
would constitute approximately 7.6% of the 9,851,756 shares of Common Stock that
would be outstanding without exercise of the "Warrants" (as defined below) as of
the date of this Schedule 13D. All ownership percentages set forth herein are
based on there being 9,851,756 shares of Common Stock outstanding unless
otherwise specified herein.
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 (the "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. 266 13P 108 13D Page 2 of 13 Pages
The exhibit list appears on pages 10-11.
CUSIP No. 266 13P 108 13D Page 3 of 13 Pages
1. Name of Reporting Person:
David Russell, Jr.
2. Check the Appropriate Box if a Member of a Group: (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [_]
6. Citizenship or Place of Organization: U.S.A.
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0-(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [X]
-------------------------
(1) Represents: The sale by Cove Hill Consulting, Inc. ("CHC"), of which
Mr. Russell is managing director, on March 23, 2001 of all shares of
Common Stock which were acquired by CHC. Does not include any warrants
to purchase shares of Common Stock covered by a Warrant Purchase
Agreement between CHC and the Issuer dated March 22, 2001, which
warrants are not exercisable within the next 60 days.
13. Percent of Class Represented by Amount in Row (11): 0.0%(2)
14. Type of Reporting Person: IN
--------------------------
(2) Assumes that there are 9,851,756 shares of Common Stock outstanding.
CUSIP No. 266 13P 108 13D Page 4 of 13 Pages
1. Name of Reporting Person:
Cove Hill Consulting, Inc.
2. Check the Appropriate Box if a Member of a Group: (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [_]
6. Citizenship or Place of Organization: New York
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0-(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [X]
-------------------------
(3) Represents: The sale by Cove Hill Consulting, Inc. ("CHC"), of which Mr.
Russell is managing director, on March 23, 2001 of all shares of Common Stock
which were acquired by CHC. Does not include any warrants to purchase shares of
Common Stock covered by a Warrant Purchase Agreement between CHC and the Issuer
dated March 22, 2001, which warrants are not exercisable within the next 60
days.
13. Percent of Class Represented by Amount in Row (11): 0.0%(4)
14. Type of Reporting Person: CO
--------------------------
(4) Assumes that there are 9,851,756 shares of Common Stock outstanding.
CUSIP No. 266 13P 108 13D Page 5 of 13 Pages
1. Name of Reporting Person:
David Russell, Jr. Family Living Trust
2. Check the Appropriate Box if a Member of a Group: (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [_]
6. Citizenship or Place of Organization: Vermont
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0-(5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [X]
-------------------------
(5) Represents: The sale by Cove Hill Consulting, Inc. ("CHC"), of which Mr.
Russell is managing director (and all of whose capital stock is owned by the
David Russell, Jr. Family Living Trust ("DRF Trust"), of which Mr. Russell is
sole trustee), on March 23, 2001 of all shares of Common Stock which were
acquired by CHC. Does not include any warrants to purchase shares of Common
Stock covered by a Warrant Purchase Agreement between CHC and the Issuer dated
March 22, 2001, which warrants are not exercisable within the next 60 days.
13. Percent of Class Represented by Amount in Row (11): 0.0%(6)
14. Type of Reporting Person: OO
--------------------------
(6) Assumes that there are 9,851,756 shares of Common Stock outstanding.
CUSIP No. 266 13P 108 13D Page 6 of 13 Pages
1. Name of Reporting Person:
Dr. Thomas Bolera
2. Check the Appropriate Box if a Member of a Group: (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [_]
6. Citizenship or Place of Organization: U.S.A.
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 750,000
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 750,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 750,000(7)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [X]
--------------------------
7) Represents: 750,000 shares of Common Stock held by Capacity Unlimited, Inc.
("CU"), of which Dr. Bolera is president. Does not include any warrants to
purchase shares of Common Stock covered by a Warrant Purchase Agreement between
CU and the Issuer dated March 22, 2001, which warrants are not exercisable
within the next 60 days.
13. Percent of Class Represented by Amount in Row (11): 7.6%(8)
14. Type of Reporting Person: IN
-------------------------
(8) Assumes that there are 9,851,756 shares of Common Stock outstanding.
CUSIP No. 266 13P 108 13D Page 7 of 13 Pages
1. Name of Reporting Person:
Capacity Unlimited, Inc.
2. Check the Appropriate Box if a Member of a Group: (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [_]
6. Citizenship or Place of Organization: Oregon
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 750,000
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 750,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
750,000(9)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [X]
--------------------------
9) Represents: 750,000 shares of Common Stock held by Capacity Unlimited, Inc.
("CU"), of which Dr. Bolera is president. Does not include any warrants to
purchase shares of Common Stock covered by a Warrant Purchase Agreement between
CU and the Issuer dated March 22, 2001, which warrants are not exercisable
within the next 60 days.
13. Percent of Class Represented by Amount in Row (11): 7.6% (10)
14. Type of Reporting Person: CO
------------------------------
(10) Assumes that there are 9,851,756 shares of Common Stock outstanding.
CUSIP No. 266 13P 108 13D Page 8 of 13 Pages
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value $0.01 per
share (the "Common Stock"), of Dupont Direct Financial Holdings, Inc. (the
"Issuer"), a Georgia corporation. The principal executive offices of the Issuer
are located at 42 Broadway, Suite 1101, New York, NY 10004.
Item 2. Identity and Background.
(a) This statement is being filed pursuant to Regulation 13D-G of the
General Rules and Regulations under the Act, by the following:
David Russell, Jr. ("Mr. Russell"); Cove Hill Consulting, Inc. ("CHC"), a New
York corporation; the David Russell, Jr. Family Living Trust ("DRF Trust"); Dr.
Thomas Bolera ("Dr. Bolera"); and Capacity Unlimited, Inc., an Oregon
corporation ("CU"). Mr. Russell, CHC, the DRF Trust, Dr. Bolera, and CU are
sometimes hereinafter collectively referred to as the "Reporting Persons". The
Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that a group exists.
(b) - (c)
Mr. Russell is President and Managing Director of CHC. The business
address of Mr. Russell is One Oak Ridge Rd. Box 8B, West Lebanon, NH 03784. Mr.
Russell's principal occupation and employment is as Managing Director of CHC.
CHC is a New York corporation, engaged in the business of providing
financial consulting services. The principal business address of CHC is One Oak
Ridge Rd. Box 8B, West Lebanon, NH 03784. 100% of the capital stock of CHC is
owned by the DRF Trust. Pursuant to Instruction C to Schedule 13D of the Act,
Mr. Russell is the sole director, executive officer and controlling person of
CHC.
The DRF Trust is a Vermont revocable trust. The business of the DRF
Trust is to serve as an estate planning vehicle. The address of DRF Trust is One
Oak Ridge Rd. Box 8B, West Lebanon, NH 03784. Mr. Russell is the sole trustee of
the DRF Trust. Pursuant to Instruction C to Schedule 13D of the Act, other than
Mr. Russell, there are no directors, executive officers or controlling persons
of the DRF Trust.
Dr. Bolera is President and sole director of CU. The business address
of Dr. Bolera is 18848 S.E. Highway 212, Clackamas, OR 97015. Dr. Bolera's
principal occupation and employment is as President of CU.
CU is an Oregon corporation, engaged in business as a medical services
merchandiser. The principal business address of CU is 18848 S.E. Highway 212,
Clackamas, OR 97015. 100% of the capital stock of CU is owned by the Dr. Bolera.
Pursuant to Instruction C to Schedule 13D of the Act, Dr. Bolera is the sole
director, executive officer and controlling person of CU.
CUSIP No. 266 13P 108 13D Page 9 of 13 Pages
(d)-(e) During the last five years, none of the Reporting Persons has
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 jurisdiction and as a result of such proceeding
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.
(f) Both of the natural persons identified in this Item 2 are citizens
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
This statement is being filed as a result of the following:
(i) with respect to Mr. Russell, CHC and the DRF Trust, (a) the
purchase by CHC of 750,000 shares of Common Stock from the Issuer in a privately
negotiated transaction on March 22, 2001 not involving a public offering,
subject to restrictions on transfer set forth in the "Consulting Agreement"
(referred to below) and accompanied by a registration rights agreement between
CHC and the Issuer dated the same date ("Registration Rights Agreement") in
which the Issuer granted customary registration rights with respect to such
shares of Common Stock; and (b) the sale by CHC of those shares of Common Stock
to CU in a privately negotiated transaction on March 23, 2001 subject to the
same restrictions on transfer which are set forth in a "Stock Purchase
Agreement" (referred to below) between CHC and CU, accompanied also by CHC's
assignment of CHC's rights under the Registration Rights Agreement; and
(ii) with respect to Dr. Bolera and CU, the purchase by CU of the
750,000 shares of Common Stock from CHC in a privately negotiated transaction on
March 23, 2001 pursuant to the Stock Purchase Agreement.
The source and amount of the funds used by the CHC and CU to purchase
the shares of Common Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
CHC Working capital $301,750
CU Working capital $564,250
Item 4. Purpose of Transaction.
The Reporting Persons acquired and continue to hold the shares of
Common Stock reported herein for investment purposes. Each of the Reporting
Persons intends to review continuously his or its equity position in the Issuer.
Depending upon future evaluations of the business prospects of the Issuer and
upon other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, each of the
applicable Reporting Persons may determine to increase or decrease its equity
interest in the Issuer by acquiring additional shares of Common Stock or
warrants therefor (or exercising warrants therefor for shares of Common Stock in
accordance with the terms and conditions of such Reporting Person's respective
Warrant Purchase Agreement) or by disposing of all or a portion of its holdings,
subject to any applicable legal and contractual restrictions on its ability to
do so. Dr. Bolera, CU and/or the TB Trust may also seek to enter into privately
negotiated transactions with a small number of holders of freely tradable Common
Stock who are not in control of, controlled by, or under common control with,
the Issuer, for such holders to exchange shares of freely tradable Common Stock
with CU in exchange for CU's restricted shares of Common Stock together with
assignments of a related portion of the accompanying registration rights.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
CUSIP No. 266 13P 108 13D Page 10 of 13 Pages
Item 5. Interest in Securities of the Issuer.
(a) Number and percentage of shares of common stock owned.
(i) As of the date hereof Mr. Russell, CHC and the DRF Trust
beneficially own no shares of common stock (0.0% of the issued and outstanding
shares of common stock), excluding warrants to purchase 550,000 shares of common
stock covered by the "CHC Warrant Purchase Agreement" referred to in Item 6
below which are not exercisable within the next 60 days. Each of Mr. Russell,
CHC and the DRF Trust disclaims beneficial ownership of all shares of Common
Stock.
(ii) As of the date hereof, Dr. Bolera and CU beneficially own
750,000 shares of common stock or 7.6% of the issued and outstanding shares of
Common Stock, excluding warrants to purchase 550,000 shares of Common Stock
covered by the "CU Warrant Purchase Agreement" referred to in Item 6 below which
are not exercisable within the next 60 days. Dr. Bolera, because of his position
as President of CU, may, pursuant to Rule 13d-3 of the Act, be deemed to
beneficially own 750,000 shares of Common Stock. Dr. Bolera and CU disclaim
beneficial ownership of all except 750,000 shares of Common Stock.
(b) Sole or shared power to vote, direct the vote, dispose or direct
the disposition.
(i) As of the date hereof, Mr. Russell, CHC and the DRF Trust have
no power to vote, direct the vote, or to dispose or, and direct the disposition,
of any shares of Common Stock.
(ii) As of the date hereof, Dr. Bolera and CU have the shared
power to vote and direct the vote, of 750,000 shares, or 7.6% percent, of the
outstanding shares of Common Stock, and to dispose or, and direct the
disposition of, 750,000 shares, or 7.6% percent, of the outstanding shares of
Common Stock.
(c) On March 22, 2001, CHC purchased 750,000 newly issued shares of
Common Stock for $0.40 per share directly form the Issuer in a privately
negotiated transaction not involving a public offering. The transaction was
consummated pursuant to the Consulting Agreement referred to in Item 6 at the
Issuer's office. On March 23, 2001, CHC sold all of such 750,000 shares of
common stock to CU for the price of $0.75 per share. The transaction was
consummated pursuant to the Stock Purchase Agreement referred to in Item 6. In
addition, as of March 22, 2001, CHC purchased warrants for 550,000 shares of
Common Stock under the CHC Warrant Purchase Agreement and CU purchased warrants
for 550,000 shares of Common Stock under the CU Warrant Purchase Agreement.
Other than as set forth herein, to the best knowledge of each of the Reporting
Persons, none of the Reporting Persons has effected any transactions in shares
of the Common Stock during the past 60 days.
(d) No person other than the persons listed is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any securities owned by any of the Reporting Persons.
(e) As of March 23, 2001, Mr. Russell, CHC and the DRF Trust ceased to
be the beneficial owner of more than five percent of the Issuer's Common Stock.
This statement is inapplicable to Dr. Bolera and CU.
CUSIP No. 266 13P 108 13D Page 11 of 13 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The matters set forth in Item 2 are incorporated into this Item 6 by
reference as if fully set forth herein.
On March 22, 2001, CHC entered into a Consulting Engagement Agreement
with the Issuer ("Consulting Agreement") pursuant to which, among other things:
(a) CHC agreed to provide certain financial consulting services in exchange for
compensation of $4,000 per month in cash commencing on the date of the
Consulting Agreement and for the term therein provided; and (b) CHC agreed to
purchase from the Issuer 750,000 shares of Common Stock for $0.40 per share
subject to certain transfer restrictions set forth in the Consulting Agreement,
along with accompanying registration rights set forth in a Registration Rights
Agreement between CHC and the Issuer dated March 22, 2001 (the "Registration
Rights Agreement").
On March 22, 2001, for the cash price of $1,750, CHC agreed to purchase
certain warrants from the Issuer exercisable for up to 550,000 shares of Common
Stock at the price of $0.8864 per share pursuant to a Warrant Purchase Agreement
between CHC and the Issuer ("CHC Warrant Purchase Agreement"). The warrants are
not exercisable until certain times commencing on the 90th day following the
effectiveness of a registration statement to be filed by the Issuer in
accordance with the CHC Warrant Purchase Agreement.
As of March 22, 2001, for the cash price of $1,750, CU agreed to
purchase certain warrants from the Issuer exercisable for up to 550,000 shares
of Common Stock at the price of $0.8864 per share pursuant to a Warrant Purchase
Agreement between CU and the Issuer ("CU Warrant Purchase Agreement"). The
warrants are not exercisable until certain times commencing on the 90th day
following the effectiveness of a registration statement to be filed by the
Issuer in accordance with the CHC Warrant Purchase Agreement.
On March 23, 2001 CHC and CU entered into a Stock Purchase Agreement
pursuant to which CHC sold to CU for the price of $0.75 per share all 750,000
shares of Common Stock acquired by CHC pursuant to the Consulting Agreement,
subject to continuing restrictions on transfer thereof as set forth in the
Consulting Agreement, together with all of CHC's related registration rights
under the Registration Rights Agreement. Payment is due to be made by CU to CHC
for the shares of Common Stock on or before 180 days following the date of the
closing under the Stock Purchase Agreement.
Except as set forth therein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement among the Reporting Persons, dated
March 30, 2001.
Exhibit 2 - Consulting Engagement Agreement between CHC and the Issuer
dated March 22, 2001.
Exhibit 3 - Registration Rights Agreement between CHC and the Issuer,
dated March 22, 2001.
CUSIP No. 266 13P 108 13D Page 12 of 13 Pages
Exhibit 4 - Warrant Purchase Agreement between CHC and the Issuer dated
March 22, 2001.
Exhibit 5 - Warrant issued by the Issuer to CHC, dated March 22, 2001.
Exhibit 6 - Warrant Purchase Agreement between CU and the Issuer, dated
March 22, 2001.
Exhibit 7 - Warrant issued by the Issuer to CU, dated March 22, 2001.
Exhibit 8 - Stock Purchase Agreement between CHC and CU dated March 23,
2001.
CUSIP No. 266 13P 108 13D Page 13 of 13 Pages
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.
DATED: March 30, 2001
COVE HILL CONSULTING, INC.
By: /s/ David Russell, Jr.
-----------------------------
David Russell, Jr., Managing Director
DAVID RUSSELL, JR. FAMILY LIVING TRUST
By: /s/ David Russell, Jr.
------------------------------
David Russell, Jr., Trustee
/s/ David Russell, Jr.
------------------------------
David Russell, Jr.
CAPACITY UNLIMITED, INC.
By: /s/ Dr. Thomas Bolera
-----------------------------
Dr. Thomas Bolera, President
/s/ Dr. Thomas Bolera
-----------------------------
Dr. Thomas Bolera
This Schedule 13D was filed with the Commission on or before April 2, 2001 in
paper format inadvertently and is being re-filed electronically herewith
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘SC 13D’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 5/1/01 | | | | | | | None on these Dates |
| | 4/2/01 | | 13 |
| | 3/30/01 | | 11 | | 13 |
| | 3/23/01 | | 3 | | 12 |
| | 3/22/01 | | 1 | | 12 |
| List all Filings |
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