Zehrer Terrence Lee – ‘SC 13D’ on 3/19/02 re: Udate Com Inc

On:  Tuesday, 3/19/02   ·   Accession #:  895345-2-117   ·   File #:  5-61307

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              9±    37K 
 2: EX-99.A     Exhibit A (Escrow Agreement)                          12±    49K 

SC 13D   —   General Statement of Beneficial Ownership
Document Table of Contents

SC 13D
1st “Page” of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)* 

 UDATE.COM, INC.
------------------------------------------------------------------------------  
(Name of Issuer)

Common Stock, $0.001 par value per share
------------------------------------------------------------------------------  
(Title of Class of Securities)

 903495-10-9
------------------------------------------------------------------------------  
(CUSIP Number)

                               with a copy to:
Terrence Lee Zehrer                       Edward S. Rosenthal           
2008 1/2 Nob Hill Ave. North       Fried, Frank, Harris, Shriver & Jacobson 
Seattle, WA 98109                 350 South Grand Avenue, Suite 3200  
(206) 851-6156                     Los Angeles, California 90071    
                                (213) 473-2000

------------------------------------------------------------------------------  
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

March 29, 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 Rule 13d-1(e),  13d-1(f) or 13d-1(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 Rule 13d-7 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,  as amended  (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).                                 

SC 13D
2nd “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
CUSIP No. 903495-10-9              13D                                          

1   NAME OF REPORTING PERSON                                                    
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

TERRENCE LEE ZEHRER                                             

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  [ ]               
                     (See Instructions)   (b)  [ ]

NOT APPLICABLE.                                                 

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS (See Instructions)                                          

OO                                                              

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]            

NOT APPLICABLE.                                                 

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

U.S.A.                                                          

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES               6,147,121                                            

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH           -0-                                                     

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH             3,959,621                                               

10  SHARED DISPOSITIVE POWER                    

2,187,500                       

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

6,147,121                                                       

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]               
EXCLUDES CERTAIN SHARES                                                 

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

24.5%                                                           

14  TYPE OF REPORTING PERSON (See Instructions)                                 

IN                                                              

SC 13D
3rd “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
ITEM 1.   SECURITY AND ISSUER.                                                  
-------------------                                         

     This statement on Schedule 13D (this  "Schedule  13D") relates to
the common  stock,  par value  $0.001 per share (the  "Common  Stock"),  of     
uDate.com,  Inc., a Delaware corporation (the "Issuer"). The address of the     
Issuer's  principal  executive  offices is New Enterprise House, St. Helens     
Street, Derby, England DE1 3GY.                                                 

ITEM 2.   IDENTITY AND BACKGROUND.                                              
-----------------------                                     

     (a)-(c),  (f) This  Schedule  13D is being filed by Terrence  Lee
Zehrer,  an individual ("Mr.  Zehrer").  Mr. Zehrer is semi-retired and not     
presently employed other than as a consultant to the Issuer pursuant to the     
terms of the consulting  agreement  described in Item 3 below. Mr. Zehrer's     
residence  address  is 2008 1/2 Nob Hill  Ave.  North,  Seattle,  WA 98109,     
U.S.A. Mr. Zehrer is a citizen of the United States of America.                 

     (d)-(e)  During  the five  years  prior to the date  hereof,  Mr.
Zehrer  has not been (i)  convicted  in a  criminal  proceeding  (excluding     
traffic  violations  or similar  misdemeanors)  nor (ii) a party to a civil     
proceeding of a judicial or administrative  body of competent  jurisdiction     
as a result of which he 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.                    
-------------------------------------------------           

     Mr.  Zehrer  acquired  6,163,427  shares  of  Common  Stock  (the
"Initial  Shares") at the closing of the transactions  effected pursuant to     
the  Agreement and Plan of Merger dated as of February 13, 2001 and amended     
as of February  23, 2001 among the Issuer,  uDate.com,  Inc.,  a California     
corporation and the predecessor in interest to the Issuer,  KCI Acquisition     
Corp., a Delaware  corporation and a wholly-owned  subsidiary of the Issuer     
(the  "Acquisition  Sub"),   Kiss.com,   Inc.,  a  Washington   corporation     
("Kiss.com")  and Mr.  Zehrer (the  "Kiss.com  Merger  Agreement").  At the     
effective time of the merger contemplated by the Kiss.com Merger Agreement,     
Kiss.com  merged  with and into the  Acquisition  Sub,  whereupon  Kiss.com     
became a wholly-owned  subsidiary of the Issuer (the "Kiss.com Merger"). In     
the Kiss.com Merger, among other things, the Issuer issued 6,249,998 shares     
of Common Stock and notes in the aggregate  principal  amount of $5,000,000     
(the "Kiss.com Notes") to the former shareholders of Kiss.com,  in exchange     
for all of Kiss.com's  issued and  outstanding  shares.  Mr. Zehrer was the     
former majority shareholder of Kiss.com and received the Initial Shares and     
a promissory  note in the principal  amount of  $4,893,449.09  (the "Zehrer     
Note") of the Issuer as a result of the Kiss.com Merger.  Subsequent to the     
closing of the Kiss.com  Merger,  Mr.  Zehrer has been issued an additional     
241,824 shares of Common Stock as liquidated damages for the failure to pay     
the principal  amount of the Zehrer Note, as described in Item 6 below (the     
"Zehrer Note Shares").  Following the closing of the Kiss.com  Merger,  Mr.     
Zerher  made a gift of 262,500  of the  Initial  Shares to  certain  former     
employees of Kiss.com.                                                          

     The Initial  Shares and the Zehrer Note Shares held by Mr. Zehrer
are herein referred to as the "Shares."                                         

ITEM 4.   PURPOSE OF TRANSACTION.                                               
----------------------                                      

Mr. Zehrer has acquired the Shares for investment purposes. 

     Except as stated in this  response to Item 4 or in other Items of
this Schedule 13D (which Items are incorporated  hereby by reference),  Mr.     
Zehrer in his individual  capacity (and not solely by virtue of his service     
on the  board  of  directors  of the  Issuer)  currently  has no  plans  or     
proposals  which relate to, or may result in, any of the matters  listed in     
Items 4(a) - (j) of Schedule 13D, although Mr. Zehrer reserves the right to     
develop such plans or proposals.                                                

ITEM 5.   INTERESTS IN SECURITIES OF THE ISSUER.                                
-------------------------------------                       

     (a)-(c) Mr. Zehrer is the direct  beneficial owner of 6,101,183.5
shares of Common Stock, constituting  approximately 24.3% of the issued and     
outstanding shares of Common Stock.                                             

     As disclosed in Item 6 below, pursuant to the terms of the Escrow
Agreement,  2,141,562.5  shares of Common Stock  beneficially  owned by Mr.     
Zehrer  have been placed in escrow to secure Mr.  Zehrer's  indemnification     
obligations  under the  Merger  Agreement  (the  "Zehrer  Escrow  Agreement     
Shares"). An additional 45,937.5 shares of Common Stock are also subject to     
the Escrow Agreement (the  "Additional  Escrow  Agreement  Shares"),  which     
shares   secure  the   indemnification   obligations   of  certain   former     
stockholders   of  Kiss.com  (other  than  Mr.  Zehrer)  under  the  Merger     
Agreement.  Because Mr. Zehrer is granted  voting power with respect to the     
Additional  Escrow  Agreement Shares as well as the Zehrer Escrow Agreement     
Shares,  Mr.  Zehrer  may be deemed to  beneficially  own an  aggregate  of     
6,147,121 shares of Common Stock,  representing  approximately 24.5% of the     
issued  and  outstanding  shares  of Common  Stock.  Mr.  Zehrer  disclaims     
beneficial ownership of the Additional Escrow Agreement Shares.                 

     Mr. Zehrer may be deemed to share  dispositive power with respect
to the Zehrer Escrow Agreement  Shares and the Additional  Escrow Agreement     
Shares with Riggs Bank N.A., the Escrow Agent,  which is entitled to retain     
and  dispose of such  shares in certain  circumstances  as  provided in the     
Escrow Agreement.                                                               

     On February 5, 2002 and March 5, 2002,  the Issuer  issued to Mr.
Zehrer 8,128 and 4,370 shares of Common  Stock,  respectively,  pursuant to     
the Common Stock Issuance  Provision (as defined below) of the Zehrer Note,     
as  described in Item 6 below.  The Issuer is required to issue  additional     
shares of Common Stock pursuant to the Common Stock  Issuance  Provision on     
or before the fifth  business day following the end of each month until the     
Zehrer Note is repaid in full.  The amount of each such future  issuance of     
Common Stock is not currently  determinable and is calculated pursuant to a     
formula based on the then-outstanding  principal amount of the Zehrer Note,     
as described in Item 6 below.                                                   

     Except as stated in  response to this Item 5 or in other Items of
this Schedule 13D (which Items are incorporated  hereby by reference),  Mr.     
Zehrer has not effected any  transaction in Common Stock during the past 60     
days.                                                                           

(d)-(e) Not applicable.                                     

ITEM 6.   CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  OR  RELATIONSHIPS WITH     
RESPECT TO SECURITIES OF THE ISSUER.                        
     -----------------------------------------------------------------

     In connection with the Kiss.com Merger described in Item 3 above,
Mr.  Zehrer  and  certain  other  stockholders  of  Kiss.com  (the  "Escrow     
Agreement Stockholders") entered into an Escrow Agreement dated as of March     
29, 2001, by and among the Issuer, Mr. Zehrer, Riggs Bank N.A. (the "Escrow     
Agent")  and the  stockholders  of  Kiss.com  named  thereon  (the  "Escrow     
Agreement"). Pursuant to the Merger Agreement and the Escrow Agreement, the     
Escrow  Agreement  Stockholders  agreed to establish  an escrow  account to     
secure the  indemnification  obligations  of the  stockholders  of Kiss.com     
receiving  consideration pursuant to the terms of the Merger Agreement.  An     
aggregate  of  2,187,500  shares of Common  Stock were  deposited  with the     
Escrow  Agent  (the  "Escrow  Shares"),  to be  distributed  to the  Escrow     
Agreement  Stockholders  fifteen months after the closing of the Merger (or     
June 29, 2002), less any shares retained by the Escrow Agent having a value     
equal to the  amount of any  indemnification  claim  made  under the Merger     
Agreement.  The Escrow Agreement provides that the respective  interests of     
each Escrow  Agreement  Stockholder in the Escrow Shares are not assignable     
or  transferable,  other  than by  operation  of  law.  Mr.  Zehrer  is the     
representative of all of the Escrow Agreement  Stockholders and accordingly     
has voting  control  over all  2,187,500  of the Escrow  Shares  while they     
remain in escrow. Pursuant to the terms of the Escrow Agreement, Mr. Zehrer     
is entitled to receive 2,141,562.5, or 97.9%, of the Escrow Shares upon the     
distribution of such shares pursuant to the Escrow Agreement.                   

     A copy of the Escrow  Agreement  is attached  hereto as Exhibit A
and is specifically  incorporated herein by reference,  and the description     
herein of the Escrow Agreement is qualified in its entirety by reference to     
such Escrow Agreement.                                                          

     In connection with the Kiss.com Merger,  Mr. Zehrer and uDate.com
entered  into a  Consulting  Agreement,  dated as of March  29,  2001  (the     
"Consulting Agreement"). Pursuant to the terms of the Consulting Agreement,     
the Issuer engaged Mr. Zehrer to provide consulting  services to the Issuer     
as such services are requested by the Issuer from time to time and mutually     
agreed  by the  parties.  The  Issuer  is  obligated  to pay Mr.  Zehrer  a     
consulting  fee of  $10,000  per month and to  provide  certain  additional     
fringe benefits,  including the payment of authorized  business expenses of     
up to $500 per month. The Consulting  Agreement continues in full force and     
effect until the Zehrer Note is paid in full.  In addition,  Mr. Zehrer may     
terminate the Consulting Agreement upon 30 days prior written notice to the     
Issuer.  The Consulting  Agreement contains certain other agreements of the     
parties,  including  nondisclosure,  non-competition  and  non-solicitation     
agreements of Mr. Zehrer.  A copy of the  Consulting  Agreement is attached     
hereto as Exhibit B and is specifically  incorporated  herein by reference,     
and the description herein of the Consulting  Agreement is qualified in its     
entirety by reference to such Consulting Agreement.                             

     Mr.  Zehrer and the other former  shareholders  of Kiss.com  were
granted registration rights with respect to the shares of Common Stock that     
they received in the Kiss.com Merger.  The Registration  Rights  Agreement,     
dated as of March 28, 2001,  among the Issuer,  Mr. Zehrer,  and such other     
former  shareholders of Kiss.com (the  "Registration  Rights Agreement") is     
included  as Exhibit C hereto and is  specifically  incorporated  herein by     
reference,  and the description herein of the Registration Rights Agreement     
is  qualified in its  entirety by  reference  to such  Registration  Rights     
Agreement.                                                                      

     As disclosed  in Item 3 above,  in  connection  with the Kiss.com
Merger,  the Zehrer  Note was issued to Mr.  Zehrer.  The Zehrer Note bears     
interest at a rate of 7% per annum,  provided that upon an event of default     
(as defined in the Zehrer Note) the interest rate shall be increased to 15%     
per annum or the highest rate permitted by law, whichever is lesser. For as     
long as any principal,  interest or other obligations under the Zehrer Note     
remains outstanding,  on or before the fifth business day following the end     
of each month the Issuer is  obligated to pay ratably to the holders of the     
Kiss.com  Notes  (including  the Zehrer Note) an  aggregate  amount of cash     
equal to 20% of the Issuer's and its subsidiaries'  gross revenues from the     
internet dating business for the month then ended.                              

     As  long  as  any  amounts  of   principal,   interest  or  other
obligations under the Zehrer Note remain outstanding, the Issuer has agreed     
that on or before the fifth  business day  following the end of each month,     
it shall issue to Mr. Zehrer that number of shares of Common Stock equal to     
two  percent  (2%) of the  aggregate  principal  amount of the Zehrer  Note     
outstanding as of the end of the month  then-ended,  divided by the greater     
of (i) $2.00  per  share and (ii) the  Average  Price  (the  "Common  Stock     
Issuance  Provision").  Mr.  Zehrer  shall be deemed,  without  any further     
action by Mr.  Zehrer,  to have become a holder of record of such shares of     
common stock as of the last day of the month  then-ended.  These  issuances     
represent  liquidated  damages  for the  failure to repay the Zehrer  Note.     
"Average  Price"  means the  average of the last  reported  sale prices per     
share of Common  Stock in the  over-the-counter  market  (or on such  other     
exchange or market on which Common Stock is then listed or quoted) over the     
last five  consecutive  trading  days of the month  then-ended  (subject to     
equitable  adjustment  in the event of any  stock  split,  stock  dividend,     
reverse stock split,  or similar event affecting the common stock since the     
beginning of such five-day period. An aggregate of 246,194 shares of common     
stock have been issued to Mr.  Zehrer to date  pursuant to the Common Stock     
Issuance Provision of the Zehrer Note as described above.                       

     The Issuer has also agreed that upon the completion of any equity
or debt Issuer  financing(s)  after such date to promptly make a payment to     
the  holder of the  Zehrer  Note of such  amount of the  proceeds  from the     
financing(s) until all principal, interest and other obligations under this     
Note are paid in satisfied in full.                                             

     A copy of the Zehrer Note is attached  hereto as Exhibit D and is
specifically  incorporated herein by reference,  and the description herein     
of the Zehrer Note is qualified in its entirety by reference to such Zehrer     
Note.                                                                           

     Pursuant  to  the  Kiss.com  Merger  Agreement,  Mr.  Zehrer  was
appointed  to  the  Issuer's  board  of  directors  effective   immediately     
following the Merger,  and the Issuer is required to cause Mr. Zehrer to be     
renominated  for election to its board of  directors so long as Mr.  Zehrer     
beneficially   owns  more  than  12.5%  of  the  Common  Stock  issued  and     
outstanding  on the date that the  Issuer  files its proxy  statement  with     
respect to any annual or special meeting for the election of directors. The     
Kiss.com  Merger   Agreement  is  included  as  Exhibit  E  hereto  and  is     
specifically  incorporated herein by reference,  and the description herein     
of the Kiss.com Merger  Agreement is qualified in its entirety by reference     
to such Kiss.com Merger Agreement.                                              

     Except as set forth in this Item 6, Mr.  Zehrer has no contracts,
arrangements, understandings or relationships (legal or otherwise) with any     
person with respect to any  securities  of the Issuer,  including,  but not     
limited to, transfer or voting of any such securities, finder's fees, joint     
ventures,  loan or  option  arrangements,  puts  or  calls,  guarantees  of     
profits,  division  of profits or loss,  or the  giving or  withholding  of     
proxies.                                                                        

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     
--------------------------------                            

DOCUMENT                                            
--------                                            

Exhibit A  --  Escrow  Agreement,  dated as of March 29, 2001,  by and
               among uDate.com,  Inc., Terrence Lee Zehrer, Riggs Bank
               N.A. and the  Stockholders  of Kiss.com Inc.  listed on
the signature pages thereto.            

Exhibit B  --  Consulting  Agreement,  dated as of March 27, 2001,  by
    and between uDate.com, Inc. and Lee Zehrer.*

Exhibit C  --  Registration  Rights  Agreement,  dated as of March 28,
               2001,  by  and  among   uDate.com,   Inc.,  a  Delaware
               corporation,   as  successor  to  uDate.com,   Inc.,  a
               California   corporation  (the   "Company"),   and  the
               purchasers of the Company's  common stock listed on the
signature pages thereto. **             

Exhibit D  --  uDate.com,  Inc. and KCI Acquisition  Corp.  Promissory
               Note  dated  as of  March  29,  2001,  in the  original
principal amount of $4,893,499.09. *    

Exhibit E  --  Agreement and Plan of Merger,  dated as of February 13,
               2001 and amended as of  February  23,  2001,  among the
               Company, KCI Acquisition Corp., Kiss.com,  Inc. and Lee
Zehrer. **                              

     *    Incorporated  by reference to the Current Report on Form 8-K
filed by the Issuer on April 6, 2001.             

     **   Incorporated  by  reference  to the  Annual  Report  on Form
10-KSB filed by the Issuer on April 2, 2001.      

SC 13D
4th “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
SIGNATURES    

     After  reasonable  inquiry and to the best of our  knowledge  and
belief, I certify that the information set forth in this statement is true,     
complete and correct.                                                           

Date:  March 12, 2002                                                           

/s/ T.L. Zehrer 
                --------------------------------
   Terrence Lee Zehrer

SC 13D
Last “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
EXHIBIT INDEX                                                                   

DOCUMENT                                            
--------                                            

Exhibit A  --  Escrow  Agreement,  dated as of March 29, 2001,  by and
               among uDate.com,  Inc., Terrence Lee Zehrer, Riggs Bank
               N.A. and the  Stockholders  of Kiss.com Inc.  listed on
the signature pages thereto.            

Exhibit B  --  Consulting  Agreement,  dated as of March 27, 2001,  by
    and between uDate.com, Inc. and Lee Zehrer.*

Exhibit C  --  Registration  Rights  Agreement,  dated as of March 28,
               2001,  by  and  among   uDate.com,   Inc.,  a  Delaware
               corporation,   as  successor  to  uDate.com,   Inc.,  a
               California   corporation  (the   "Company"),   and  the
               purchasers of the Company's  common stock listed on the
signature pages thereto. **             

Exhibit D  --  uDate.com,  Inc. and KCI Acquisition  Corp.  Promissory
               Note  dated  as of  March  29,  2001,  in the  original
principal amount of $4,893,499.09. *    

Exhibit E  --  Agreement and Plan of Merger,  dated as of February 13,
               2001 and amended as of  February  23,  2001,  among the
               Company, KCI Acquisition Corp., Kiss.com,  Inc. and Lee
Zehrer. **                              

     *    Incorporated  by reference to the Current Report on Form 8-K
filed by the Issuer on April 6, 2001.             

     **   Incorporated  by  reference  to the  Annual  Report  on Form
10-KSB filed by the Issuer on April 2, 2001.      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		6/29/02		3
Filed on:		3/19/02
		3/12/02		4
		3/5/02		3
		2/5/02		3
		4/6/01		3		5			8-K
		4/2/01		3		5			10KSB
		3/29/01		1		5			8-K,  8-K/A
		3/28/01		3		5			8-K12G3,  8-K12G3/A,  DEF 14C,  PRE 14C
		3/27/01		3		5
		2/23/01		3		5			8-K12G3,  8-K12G3/A,  DEF 14C,  PRE 14C
		2/13/01		3		5
									List all Filings