Amendment to General Statement of Beneficial Ownership · Schedule 13D
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1: SC 13D/A Amendment to General Statement of Beneficial 4± 23K
Ownership
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
AMENDMENT NO. 1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE EXPERIENTIAL AGENCY, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
87162D 10 2
(CUSIP NUMBER)
DAVID M. LOEV, ATTORNEY AT LAW
2777 ALLEN PARKWAY
SUITE 1000
HOUSTON, TEXAS 77019
(713) 524-4110
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JULY 26, 2004
(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. [ ]
THE INFORMATION REQUIRED IN 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.
|1| NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRANK GOLDSTIN 355-68-5352
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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 10,891,045
SHARES ------------------------------------------------------------
BENEFICIALLY |8| SHARED VOTING POWER
OWNED BY EACH N/A
REPORTING ------------------------------------------------------------
PERSON WITH |9| SOLE DISPOSITIVE POWER
32,660,634
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|10| SHARED DISPOSITIVE POWER
N/A
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|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,660,634
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|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * N/A
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|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.3%
--------------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON *
IN
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ITEM 1. SECURITY AND ISSUER
THIS SCHEDULE 13D RELATES TO THE COMMON STOCK OF THE EXPERIENTIAL AGENCY, INC.
THE PRINCIPAL EXECUTIVE OFFICES OF THE EXPERIENTIAL AGENCY, INC. ARE LOCATED AT
875 NORTH MICHIGAN AVENUE, SUITE 2626, CHICAGO, IL 60611.
ITEM 2. IDENTITY AND BACKGROUND
(A)-(C) THIS STATEMENT ON SCHEDULE 13D IS BEING FILED BY FRANK GOLDSTIN. MR.
GOLDSTIN'S BUSINESS ADDRESS IS 875 NORTH MICHIGAN AVENUE, SUITE 2626, CHICAGO,
IL 60611. MR. GOLDSTIN IS THE CHIEF EXECUTIVE OFFICER OF THE REGISTRANT.
(D)-(E) DURING THE LAST FIVE YEARS, MR. GOLDSTIN: (I) HAS NOT BEEN CONVICTED IN
A CRIMINAL PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR MISDEMEANORS); OR
(II) WAS NOT 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) MR. GOLDSTIN IS A CITIZEN OF THE UNITED STATES.
ITEM 3. SOURCE OF AMOUNT OF FUNDS OR OTHER COMPENSATION
ON JULY 26, 2004, MR. GOLDSTIN ENTERED INTO A VOTING AGREEMENT WITH JEAN WILSON,
VICE PRESIDENT AND SECRETARY OF THE COMPANY AND JOSEPH WAGNER, PRESIDENT, CHIEF
OPERATING OFFICER AND TREASURER OF THE COMPANY. THE VOTING AGREEMENT GAVE MS.
WILSON THE RIGHT TO VOTE 10,884,795 SHARES OF MR. GOLDSTIN'S COMMON STOCK AND
MR. WAGNER THE RIGHT TO VOTE 10,884,794 SHARES OF MR. GOLDSTIN'S COMMON STOCK.
THE VOTING AGREEMENT STATES THAT MS. WILSON AND MR. WAGNER SHALL BE THE TRUE AND
LAWFUL AGENT AND PROXY OF MR. GOLDSTIN WITH THE FULL POWER OF SUBSTITUTION FOR
AND IN THE NAME OF MR. GOLDSTIN, TO VOTE ALL THE SHARES OF STOCK OR STOCK
EQUIVALENTS OR GIVE A WRITTEN CONSENT, IN PERSON OR BY PROXY, AT ALL MEETINGS OF
THE SHAREHOLDERS OF THE COMPANY, AND IN ALL PROCEEDINGS IN WHICH THE VOTE OR
WRITTEN CONSENT OF SHAREHOLDERS MAY BE REQUIRED OR AUTHORIZED BY LAW.
ITEM 4. PURPOSE OF TRANSACTION
PURSUANT TO THE VOTING AGREEMENT, JEAN WILSON AND JOSEPH WAGNER ACQUIRED THE
RIGHT TO VOTE 10,884,795 AND 10,884,794 SHARES, RESPECTIVELY OF MR. GOLSTIN'S
COMMON STOCK. DEPENDING ON GENERAL MARKET AND ECONOMIC CONDITIONS AFFECTING THE
EXPERIENTIAL AGENCY, INC. AND OTHER RELEVANT FACTORS, MR. GOLDSTIN MAY PURCHASE
ADDITIONAL SECURITIES OF THE EXPERIENTIAL AGENCY, INC. OR DISPOSE OF SOME OR
ALL OF SECURITIES FROM TIME TO TIME IN OPEN MARKET TRANSACTIONS, PRIVATE
TRANSACTIONS OR OTHERWISE.
MR. GOLDSTIN DOES NOT HAVE ANY PLANS OR PROPOSALS WHICH RELATE TO OR RESULT IN:
(A) THE ACQUISITION BY ANY PERSON OF ADDITIONAL SECURITIES OF THE
EXPERIENTIAL AGENCY, INC., OR THE DISPOSITION OF SECURITIES OF THE
EXPERIENTIAL AGENCY, INC.;
(B) AN EXTRAORDINARY TRANSACTION, SUCH AS A MERGER, REORGANIZATION OR
LIQUIDATION, INVOLVING THE EXPERIENTIAL AGENCY, INC. OR ANY OF ITS
SUBSIDIARIES;
(C) A SALE OR TRANSFER OF A MATERIAL AMOUNT OF ASSETS OF THE EXPERIENTIAL
AGENCY, INC., OR ANY OF ITS SUBSIDIARIES;
(D) ANY CHANGE IN THE PRESENT BOARD OF DIRECTORS OR MANAGEMENT OF THE
EXPERIENTIAL AGENCY, INC., INCLUDING ANY PLANS OR PROPOSALS TO CHANGE THE NUMBER
OF TERM OF DIRECTORS OR TO FILL ANY EXISTING VACANCIES ON THE BOARD;
(E) ANY MATERIAL CHANGE IN THE PRESENT CAPITALIZATION OR DIVIDEND POLICY OF
THE EXPERIENTIAL AGENCY, INC.;
(F) ANY OTHER MATERIAL CHANGES IN THE EXPERIENTIAL AGENCY, INC.'S
BUSINESS OR CORPORATE STRUCTURE;
(G) CHANGES IN THE EXPERIENTIAL AGENCY, INC.'S CHARTER, BYLAWS OR
INSTRUMENTS CORRESPONDING THERETO OR OTHER ACTIONS WHICH MAY IMPEDE THE
ACQUISITION OF CONTROL OF THE EXPERIENTIAL AGENCY, INC. BY ANY PERSON;
(H) CAUSING A CLASS OF SECURITIES OF THE EXPERIENTIAL AGENCY, INC. TO BE
DELISTED FROM A NATIONAL SECURITIES EXCHANGE OR CEASE TO BE AUTHORIZED TO BE
QUOTED IN AN INTER-DEALER QUOTATION SYSTEM OF A REGISTERED NATIONAL SECURITIES
ASSOCIATION;
(I) A CLASS OF EQUITY SECURITIES OF THE EXPERIENTIAL AGENCY, INC. BECOMING
ELIGIBLE FOR TERMINATION OF REGISTRATION PURSUANT TO SECTION 12(G)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934; OR
(J) ANY ACTION SIMILAR TO ANY OF THOSE ENUMERATED ABOVE.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) FRANK GOLDSTIN BENEFICIALLY OWNS 32,660,634 SHARES OF COMMON
STOCK, $0.001 PAR VALUE, OF THE EXPERIENTIAL AGENCY, INC. THE SHARES OF
COMMON STOCK BENEFICIALLY OWNED BY MR. GOLDSTIN CONSTITUTE APPROXIMATELY 56.3%
OF THE TOTAL NUMBER OF SHARES OF COMMON STOCK OF THE EXPERIENTIAL AGENCY, INC.,
BASED UPON 57,999,391 SHARES OF COMMON STOCK OUTSTANDING AS OF JULY 26,
2004.
(B) MR. GOLDSTIN HAS THE SOLE POWER TO VOTE OR TO DIRECT THE VOTE OF
10,891,045 SHARES OF COMMON STOCK, AND THE SOLE POWER TO DISPOSE OF 32,660,634
THE SHARES BENEFICIALLY OWNED BY MR. GOLDSTIN.
(C) MR. GOLDSTIN TRANSFERRED THE RIGHT TO VOTE THE 21,769,589 SHARES OF
COMMON STOCK AS A RESULT OF THE TRANSACTIONS DISCUSSED IN ITEM 3, ABOVE.
(D) NO OTHER PERSON HAS THE RIGHT TO RECEIVE OR THE POWER TO DIRECT THE
RECEIPT OF DIVIDENDS FROM OR THE PROCEEDS FROM THE SALE OF THE SECURITIES
BENEFICIALLY OWNED BY MR. GOLDSTIN.
(E) NOT APPLICABLE.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
FRANK GOLDSTIN HAS A VOTING AGREEMENT IN PLACE WITH JOSEPH WAGNER AND JEAN
WILSON, WHEREBY MS. WILSON HAS THE RIGHT TO VOTE 10,884,795 SHARES OF MR.
GOLDSTIN'S COMMON STOCK, AND MR. WAGNER HAS THE RIGHT TO VOTE 10,884,794 SHARES
OF MR. GOLDSTIN'S COMMON STOCK.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT 1 VOTING RIGHTS AGREEMENT DATED JULY 26, 2004,
BETWEEN JOSEPH WAGNER AND FRANK GOLDSTIN.
EXHIBIT 2 VOTING RIGHTS AGREEMENT DATED JULY 26, 2004,
BETWEEN JEAN WILSON AND FRANK GOLDSTIN.
(1) FILED AS AN EXHIBIT TO OUR FORM 8-K FILED ON AUGUST 2, 2004.
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.
DATED: AUGUST 10, 2004 BY: /S/ FRANK GOLDSTIN
----------------------
FRANK GOLDSTIN
Dates Referenced Herein and Documents Incorporated By Reference
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