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Hui Lap Shun · SC TO-C · Emachines Inc/DE · On 11/19/01

Filed On 11/19/01 · SEC File 5-59901 · Accession Number 1011438-1-500310

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

11/19/01  Hui Lap Shun                      SC TO-C                1:19   Emachines Inc/DE                  Akin Gump Str..Office/FA

Tender-Offer Statement -- Preliminary Communication · Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-C     Tender-Offer Statement -- Preliminary                 19     64K 
                          Communication

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Exhibits Identity and Background Interest in Securities of the Issuer Material to Be Filed As Exhibits Purpose of the Transaction Security and the Issuer Source and Amount of Funds or Other Consideration
1	1st Page
2	Item 1. Exhibits
10	Item 1. Security and the Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
11	Item 4. Purpose of the Transaction
"	Item 5. Interest in Securities of the Issuer
13	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to Be Filed As Exhibits

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 -----------------------

 SCHEDULE TO
(RULE 14D-100)

 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

 EMACHINES, INC.
(Name of Subject Company (Issuer))

EMPIRE ACQUISITION CORP.

 EM HOLDINGS, INC.

LAP SHUN HUI
(Offerors)

COMMON STOCK, $0.0000125 PAR VALUE PER SHARE
(Title of Class of Securities)

 29076P 10 2

 (CUSIP Number of Class of Securities)

 -----------

COPY TO:

LAP SHUN HUI                            MURRAY MARKILES, ESQ. 
       7373 HUNT AVENUE                 AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P.
GARDEN GROVE, CALIFORNIA 92841                   2029 CENTURY PARK EAST         
  (714) 890-8388                       LOS ANGELES, CALIFORNIA 90067
                                        (310) 229-1000

 (Name, address, and telephone number of persons authorized to
 receive notices and communications on behalf of filing persons)

 -----------

 CALCULATION OF FILING FEE
------------------------------------------------------------------------------- 
Transaction valuation                            Amount of filing fee   
N/A                                              N/A    
------------------------------------------------------------------------------- 

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|_|     Check the box if any part of the fee is offset as provided by Rule      
    0-11(a)(2) and identify the filing with which the offsetting fee was
       previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.     

              Amount Previously Paid...........   Filing Party................
              Form or Registration No..........   Date Filed..................

|X|     Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.                 

|X|    third-party tender offer subject to Rule 14d-1.          

|_|    issuer tender offer subject to Rule 13e-4.               

|X|    going-private transaction subject to Rule 13e-3.         

|X|    amendment to Schedule 13D under Rule 13d-2.              

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|                                                        

ITEM 1.  EXHIBITS.                                                              

 EXHIBIT INDEX

EXHIBIT                                                                         
NUMBER                DESCRIPTION                                               
---------             ------------                                              
(a)(5)(1)             Amendment 1 to Schedule 13D filed by Lap Shun Hui,        
           EM Holdings, Inc., Empire Acquisition Corp. and
KDS USA, Inc.                       

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 SIGNATURE

       After due 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: November 19, 2001                    Empire Acquisition Corp.            

                               BY:    /S/ LAP SHUN HUI
                                                   -----------------------------
                                         Name:  Lap Shun Hui
                                      Title: President

       After due 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: November 19, 2001                    EM Holdings, Inc.                   

                               BY:    /S/ LAP SHUN HUI
                                                   -----------------------------
                                         Name:  Lap Shun Hui
                                      Title: President

       After due 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:  November 19, 2001                   Lap Shun Hui                        

                        /S/ LAP SHUN HUI
                                            ------------------------------------

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 EXHIBIT INDEX

EXHIBIT                                                                         
NUMBER                DESCRIPTION                                               
---------             ------------                                              
(a)(5)(1)             Amendment 1 to Schedule 13D filed by Lap Shun Hui,        
           EM Holdings, Inc., Empire Acquisition Corp. and
KDS USA, Inc.                       

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------

SCHEDULE 13D

 (AMENDMENT NO. 1)

 eMachines, Inc.
(Name of Issuer)

Common Stock, par value $0.0000125 per share
(Title of Class of Securities)

 29076P 10 2

(CUSIP Number)

Lap Shun Hui
 c/o KDS USA, Inc.
7373 Hunt Avenue
Garden Grove, California 92841
(714) 890-8388

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

Copies to:
 Murray Markilies, Esq
 Akin, Gump, Strauss, Hauer & Feld
2029 Century Park East
Suite 2400
 Los Angeles, CA 90067
(310) 229-1000

 November 18, 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 that 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.     

(Continued on following pages)

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CUSIP No. 29076P102                    13D                   Page 2 of 11 Pages 
________________________________________________________________________________
1    NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

LAP SHUN HUI
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                          (a)  [X]
                                                          (b)  [_]
________________________________________________________________________________
3    SEC USE ONLY                                                               

________________________________________________________________________________
4    SOURCE OF FUNDS                                                            

OO
(SEE RESPONSE TO ITEM 3)
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]  

________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

USA 
________________________________________________________________________________
7    SOLE VOTING POWER                            

NUMBER OF                     1,600,000 (SEE RESPONSES TO ITEMS 4 AND 5)    

   SHARES      _________________________________________________________________
8    SHARED VOTING POWER                          
BENEFICIALLY                                                                    
                          1,836,350 (SEE RESPONSES TO ITEMS 4 AND 5)
OWNED BY                                                                    
               _________________________________________________________________
EACH       9    SOLE DISPOSITIVE POWER                                  

REPORTING                     1,600,000                                     

   PERSON      _________________________________________________________________
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    
1,836,350       

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

1,836,350       
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      

                                                               [_]
________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

  1.26% (SEE RESPONSES TO ITEMS 4 AND 5)
________________________________________________________________________________
14   TYPE OF REPORTING PERSON                                                   

IN
________________________________________________________________________________

Page 2 of 11 Pages

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CUSIP No. 29076P102                    13D                   Page 3 of 11 Pages 
________________________________________________________________________________
1    NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

EMPIRE ACQUISITION CORP.
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                          (a)  [X]
                                                          (b)  [_]
________________________________________________________________________________
3    SEC USE ONLY                                                               

________________________________________________________________________________
4    SOURCE OF FUNDS                                                            

OO
(SEE RESPONSE TO ITEM 3)
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]  

________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

  DELAWARE
________________________________________________________________________________
7    SOLE VOTING POWER                            

NUMBER OF                     0                                             

   SHARES      _________________________________________________________________
8    SHARED VOTING POWER                          
BENEFICIALLY                                                                    
                          1,836,350 (SEE RESPONSES TO ITEMS 4 AND 5)
OWNED BY                                                                    
               _________________________________________________________________
EACH       9    SOLE DISPOSITIVE POWER                                  

REPORTING                     0                                             

   PERSON      _________________________________________________________________
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    
                          1,836,350 (SEE RESPONSES TO ITEMS 4 AND 5)

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

1,836,350       
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      

                                                               [_]
________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

  1.26% (SEE RESPONSES TO ITEMS 4 AND 5)
________________________________________________________________________________
14   TYPE OF REPORTING PERSON                                                   

CO
________________________________________________________________________________

Page 3 of 11 Pages

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CUSIP No. 29076P102                    13D                   Page 4 of 11 Pages 
________________________________________________________________________________
1    NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

 EM HOLDINGS, INC.
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                          (a)  [X]
                                                          (b)  [_]
________________________________________________________________________________
3    SEC USE ONLY                                                               

________________________________________________________________________________
4    SOURCE OF FUNDS                                                            

OO
(SEE RESPONSE TO ITEM 3)
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]  

________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

  DELAWARE
________________________________________________________________________________
7    SOLE VOTING POWER                            

NUMBER OF                     0                                             

   SHARES      _________________________________________________________________
8    SHARED VOTING POWER                          
BENEFICIALLY                                                                    
                          1,836,350 (SEE RESPONSES TO ITEMS 4 AND 5)
OWNED BY                                                                    
               _________________________________________________________________
EACH       9    SOLE DISPOSITIVE POWER                                  

REPORTING                     0                                             

   PERSON      _________________________________________________________________
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    
                          1,836,350 (SEE RESPONSES TO ITEMS 4 AND 5)

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

1,836,350       
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      

                                                               [_]
________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

  1.26% (SEE RESPONSES TO ITEMS 4 AND 5)
________________________________________________________________________________
14   TYPE OF REPORTING PERSON                                                   

CO
________________________________________________________________________________

Page 4 of 11 Pages

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CUSIP No. 29076P102                    13D                   Page 5 of 11 Pages 
________________________________________________________________________________
1    NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

KDS USA, INC.   
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                          (a)  [X]
                                                          (b)  [_]
________________________________________________________________________________
3    SEC USE ONLY                                                               

________________________________________________________________________________
4    SOURCE OF FUNDS                                                            

OO
(SEE RESPONSE TO ITEM 3)
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]  

________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

  DELAWARE
________________________________________________________________________________
7    SOLE VOTING POWER                            

NUMBER OF                     236,350                                       

   SHARES      _________________________________________________________________
8    SHARED VOTING POWER                          
BENEFICIALLY                                                                    
                          1,836,350 (SEE RESPONSES TO ITEMS 4 AND 5)
OWNED BY                                                                    
               _________________________________________________________________
EACH       9    SOLE DISPOSITIVE POWER                                  

REPORTING                     236,350                                       

   PERSON      _________________________________________________________________
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    
                          1,836,350 (SEE RESPONSES TO ITEMS 4 AND 5)

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

1,836,350       
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      

                                                               [_]
________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

  1.26% (SEE RESPONSES TO ITEMS 4 AND 5)
________________________________________________________________________________
14   TYPE OF REPORTING PERSON                                                   

CO
________________________________________________________________________________

Page 5 of 11 Pages

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CUSIP No. 29076P102                    13D                   Page 6 of 11 Pages 
________________________________________________________________________________

ITEM 1. SECURITY AND THE ISSUER.                                                

    (a) The name of the issuer is eMachines, Inc., a Delaware corporation (the
"Issuer"), which has its principal executive offices at 14350 Myford Road, Suite
100, Irvine, California.                                                        

   (b) The class of equity securities to which this statement relates is the
common stock, par value $0.0000125 per share (the "Common Stock"), of the       
Issuer.                                                                         

ITEM 2. IDENTITY AND BACKGROUND.                                                

 (a)-(c)This statement on Schedule 13D (the "Statement") is filed by Lap
Shun Hui ("Hui"), Empire Acquisition Corp., a Delaware corporation              
("Acquisition"), EM Holdings, Inc., a Delaware corporation ("Holdings") and KDS 
USA, Inc., a Delaware corporation ("KDS").                                      

     Hui's business address is 7373 Hunt Avenue, Garden Grove, California 92841.
Hui is Chief Executive Officer of KDS and a member of the board of directors of 
Issuer. Hui is also the sole shareholder of KDS. KDS sells computer displays and
notebook computers to a number of major United States retailers. KDS' business  
address is 7373 Hunt Avenue, Garden Grove, California.                          

Acquisition and Holdings are newly formed corporations which have been
capitalized by Hui with $5,000,000 in the aggregate and have no operating       
history. Hui is the sole shareholder of Holdings. Holdings is the sole          
shareholder of Acquisition. The principal address of each of Acquisition and    
Holdings is 7373 Hunt Avenue, Garden Grove, California 92841.                   

Attached hereto as EXHIBIT 1 is a list of all executive officers and  
directors of KDS, Acquisition and Holdings, including the principal occupation  
or employment of each.                                                          

(d)-(e) During the last five years, none of Hui, KDS, Acquisition or  
Holdings, nor to the best knowledge of KDS, Acquisition or Holdings, none of the
directors or executive officers of KDS, Acquisition or Holdings have been (i)   
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors) or (ii) 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) Hui is a citizen of the United States.                            

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                      

   Hui has negotiated a form of commitment from a financial institution that
may be executed if the Issuer and Holdings execute the Proposed Merger Agreement
(as defined below).                                                             

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ITEM 4. PURPOSE OF THE TRANSACTION.                                             

This Statement relates to an offer made by Holdings (the "Offer") to  
purchase all of the outstanding shares of the Common Stock of Issuer at a price 
per share of $.78 net to the sellers in cash (subject to applicable withholding 
taxes), without interest, certain offer letter delivered to the Issuer on       
October 30, 2001 (the "Offer Letter") a copy of which was filed with the        
original Schedule 13D filed by Hui, Acquisition, Holding and KDS on November 9, 
2001 (the "Original 13D") and incorporated herein.                              

     The Offer Letter contemplates that Holdings and Acquisition would negotiate
and enter into a merger agreement with the Issuer (the "Proposed Merger         
Agreement") pursuant to which Holdings would agree to commence a tender offer   
(the "Tender Offer") for all of the shares of the Issuer. During the course of  
negotiations of the Proposed Merger Agreement, the initial terms proposed in the
Offer Letter may change. In accordance with the terms of the Offer Letter,      
Acquisition would be merged with and into the Issuer (the "Merger"). Following  
the Merger, Issuer would continue as the surviving corporation as a wholly owned
subsidiary of Holdings.                                                         

    Holdings has presented the Issuer with revised offers reflecting Holdings'
continued interest in acquiring the Issuer. The revised offers increased the    
offer price for Issuer's Common Stock from $0.78 to $1.06 per share net to the  
sellers in cash (subject to applicable withholding taxes) without interest.     
Holdings' offer, as revised, provided that it would expire at 5:00 am PST       
Monday, November 19, 2001. Holdings is continuing its discussions with the      
Issuer.                                                                         

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.                                   

(a)-(c) Hui, KDS, Holdings and Acquisition collectively as a group    
beneficially own 1,836,350 shares of Common Stock of the Issuer which           
constitutes approximately 1.26% of the issued and outstanding shares of Common  
Stock as of October 30, 2001. Hui owns 1,600,000 shares of Common Stock of the  
Issuer. KDS owns 236,350 shares of Common Stock of the Issuer which constitutes 
approximately 0.16% of the issued and outstanding Common Stock of the Issuer.   
Neither Acquisition nor Holdings currently own shares of Common Stock of the    
Issuer.                                                                         

     Hui, KDS, Holdings and Acquisition (a) have shared power to direct the vote
of 1,836,350 shares of Common Stock of the Issuer and (b) have shared power to  
dispose of, or direct the disposition of, 1,836,350 shares of Common Stock of   
the Issuer.                                                                     

 In connection with the Offer, Hui entered into a certain Stock Purchase
Agreement, dated October 30, 2001 (the "Stock Purchase Agreement"), with        
idealab! Holdings, L.L.C., a Delaware limited liability company ("idealab!"), a 
copy of which was filed with the Original 13D and incorporated herein. As       
of October 30, 2001, idealab! was the owner of 9,472,514 shares of Common Stock 
of the Issuer. The Stock Purchase Agreement was entered into as an inducement to
Hui to devote the resources and undertake the expense and efforts necessary to  
submit the Offer Letter and pursue the transactions contemplated thereunder.    

Page 7 of 11 Pages

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In the event that Hui or any of his affiliates elect to pursue the    
transactions contemplated in the Offer Letter, pursuant to the terms of the     
Stock Purchase Agreement, Hui upon satisfaction of certain terms and conditions 
precedent, would purchase, or cause Acquisition or Holdings to purchase from    
idealab! all of idealab!'s right, title and interest in and all shares of Common
Stock of the Issuer then held by idealab! at a price per share of $0.78 per     
share, or such higher price as may be offered to stockholders of the Issuer in  
connection with the contemplated Tender Offer or pursuant to any other          
agreement. idealab! has the right to terminate the Stock Purchase Agreement in  
the event that the shares purchasable by Holdings or Acquisition in the Tender  
Offer together with any shares purchasable pursuant to separate agreements      
(entered into subsequent to the date hereof) do not constitute at least 60% of  
the outstanding shares of Issuer (the "60% Notice").                            

  The purchase of the shares of Common Stock owned by idealab! pursuant to
the Stock Purchase Agreement is subject to significant conditions that are not  
under the control of Hui, Holdings or Acquisition. These conditions include the 
negotiation of the Proposed Merger Agreement on terms satisfactory to Holdings  
and the Issuer, commencement of the Tender Offer and the tendering by           
stockholders of the Issuer of sufficient shares of Common Stock to enable       
Holdings to successfully consummate the Merger.                                 

  Pursuant to the terms of the Stock Purchase Agreement, during the period
ending upon the earlier to occur of the execution by the Issuer and Hui of the  
Proposed Merger Agreement and December 10, 2001, idealab! shall not: (i) sell   
any shares of Common Stock of the Issuer to any third person in connection with 
any proposal or inquiry relating to any merger, consolidation, liquidation, or  
similar transaction or a transaction involving the sale of all of the Issuer's  
assets or equity securities (an "Acquisition Proposal") (other than Hui,        
Holdings or a person designated by Hui); (ii) tender any shares of Common Stock 
of Issuer pursuant to any Acquisition Proposal by any third person (other than  
Hui, Holdings or a person designated by Hui); or (iii) vote in favor of or grant
any proxies or powers of attorney, deposit any shares of Common Stock of Issuer 
into a voting trust or enter into a voting agreement with respect to any        
Acquisition Proposal by any third person (other than Hui, Holdings or a person  
designated by Hui), unless, pursuant to such provisions of such Acquisition     
Proposal and no later than the date upon which the Acquisition Proposal is      
accepted by the Issuer, the Issuer or such third person pays to Hui the lesser  
of (i) $2,500,000, or (b) the sum of all fees, costs and expenses (including all
legal, accounting and advisory fees) incurred by Hui and his affiliates in      
connection with the preparation, negotiation and submission of the Stock        
Purchase Agreement.                                                             

     Pursuant to the terms of the Stock Purchase Agreement, idealab! also agreed
that, until the first to occur of the Acceptance Date or the Termination Date,  
at any meeting of the holders of Common Stock of the Issuer, however called, or 
in connection with any written consent of the holders of the Issuer's Common    
Stock, idealab! shall vote: (i) against any action, any failure to act, or      
agreement that would result in a breach in any respect of the Stock Purchase    
Agreement; and (ii) except as otherwise agreed to in advance in writing (other  
than the transaction contemplated by the Proposed Merger Agreement): (a) any    
extraordinary corporate transaction, such as a merger, consolidation or other   
business combination involving the Issuer or any of its subsidiaries, (b)       
declaration of any dividend or issuance of any securities of the Issuer or any  
of                                                                              

Page 8 of 11 Pages

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its subsidiaries, (c) a sale, lease or transfer of a material amount of assets  
of the Issuer or its subsidiaries or a reorganization, recapitalization,        
dissolution or liquidation of the Issuer or its subsidiaries, (d) (A) any change
in a majority of the persons who constitute the board of directors of the       
Issuer, (B) any change in the present capitalization of the Issuer or any       
amendment of the Issuer's certificate of incorporation or bylaws, (C) any other 
material change in the Issuer's corporate structure or business, or (D) any     
other action involving the Issuer or its subsidiaries that is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone or materially
adversely affect the transactions contemplated by the Stock Purchase Agreement  
or the Proposed Merger Agreement.                                               

    The Stock Purchase Agreement will automatically terminate upon the earlier
to occur of: (a) if the Proposed Merger Agreement is entered into, termination  
of the Proposed Merger Agreement for any reason, (b) December 10, 2001 if on or 
prior to such date the Offer has not been commenced, (c) January 31, 2001 if the
closing of the Offer shall not have occurred, and (d) delivery of the 60% Notice
from idealab! to Hui (the "Termination Date").                                  

     Hui, KDS, Holdings and Acquisition disclaim any beneficial ownership in the
shares of Common Stock owned by idealab!. Hui, KDS, Holdings and Acquisition    
disclaim any power to direct the vote dispose of, or direct the disposition of  
any of the shares of Common Stock owned by idealab!.                            

(d)-(j) Not applicable.                                               

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

Other than the agreements described in Item 5 and incorporated by     
reference, to the knowledge of Hui, Acquisition, Holdings or KDS, there are no  
contracts, arrangements, understandings or relationships (legal or otherwise)   
among the persons described in Item 2 and between such persons and any person   
with respect to the securities of the Issuer.                                   

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.                                       

1.   List of executive officers and directors of KDS, Holdings and Acquisition  

2.   Joint Filing Agreement                                                     

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SIGNATURES AND POWER OF ATTORNEY

        After reasonable inquiry and to the best of knowledge and belief of each
person or entity set forth below, each such person or entity certifies that the 
information set forth in this Statement is true, complete and correct.          

                                  LAP SHUN HUI

November 19, 2001                                  /S/ LAP SHUN HUI             
                                                  ----------------------------

November 19, 2001                                  EMPIRE ACQUISITION CORP.     

                                      /S/ LAP SHUN HUI
                                                  ----------------------------
                                       By:  Lap Shun Hui
                                      Its:   President

November 19, 2001                                  EM HOLDINGS, INC.            

                                      /S/ LAP SHUN HUI
                                                  ----------------------------
                                       By:  Lap Shun Hui
                                      Its:   President

November 19, 2001                                  KDS USA, INC.                

                                      /S/ LAP SHUN HUI
                                                  ----------------------------
                                       By:  Lap Shun Hui
                                                  Its: Chief Executive Officer

Page 10 of 11 Pages 

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 EXHIBIT INDEX

EXHIBIT NUMBER                              DESCRIPTION                         

Exhibit 1      List of executive officers and directors of KDS, Acquisition and 
Holdings                                          

Exhibit 2      Joint Filing Agreement                                           

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 EXHIBIT 1
 EXECUTIVE OFFICERS AND DIRECTORS OF
 KDS, ACQUISITION AND HOLDINGS

1.   DIRECTORS AND OFFICERS OF KDS.                                             

The following table sets forth the name, business address and present 
principal occupation or employment and material occupations, positions, offices 
or employment for the past five years of each Director or Executive Officer of  
KDS. Unless otherwise indicated, each such person is a citizen of the United    
States, and each occupation set forth opposite an individual's name refers to   
employment with the KDS. Neither KDS nor any of the individuals listed below has
been convicted in a criminal proceeding in the last five years. In addition,    
neither KDS nor any individuals listed below was a party to any judicial or     
administrative proceeding during the past five years that resulted in a         
judgment, decree or final order enjoining that person from future violations of,
or prohibiting activities subject to federal or state securities laws, or a     
finding of any violation of federal or state securities laws.                   

                                                                [Download Table]

NAME AND BUSINESS ADDRESS               OFFICE                 CITIZENSHIP
-------------------------   ------------------------------     -----------
                                                                          
Lap Shun Hui                Chief Executive Officer of KDS     USA        

                            Member of Board of Directors                  
                            of Issuer                                     

                            President, Treasurer,                         
                            Secretary, and member of the                  
                            Board of Directors of Holdings                
                            and Acquisitions                              

Ben Wong                    President and Chief Financial      USA        
KDS USA, Inc.               Officer of KDS                                
7373 Hunt Avenue                                                          
Garden Grove, CA 92841      Vice President and Assistant                  
                            Secretary of Acquisition and                  
                            Holdings                                      

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2.   DIRECTORS AND OFFICERS OF ACQUISITION.                                     

The following table sets forth the name, business address and present 
principal occupation or employment and material occupations, positions, offices 
or employments for the past five years of each Director or Executive Officer of 
Acquisition. Unless otherwise indicated, each such person is a citizen of the   
United States, and each occupation set forth opposite an individual's name      
refers to employment with the Acquisition. Neither Acquisition nor any of the   
individuals listed below has been convicted in a criminal proceeding in the last
five years. In addition, neither Acquisition nor any individuals listed below   
was a party to any judicial or administrative proceeding during the past five   
years that resulted in a judgment, decree or final order enjoining that person  
from future violations of, or prohibiting activities subject to federal or state
securities laws, or a finding of any violation of federal or state securities   
laws.                                                                           

                                                                [Download Table]

NAME AND BUSINESS ADDRESS               OFFICE                 CITIZENSHIP
-------------------------   ------------------------------     -----------
                                                                          
Lap Shun Hui                Chief Executive Officer of KDS     USA        

                            President, Treasurer and                      
                            Secretary and member of the                   
                            Board of Directors of                         
                            Acquisition and Holdings                      

                            Member of Board of Directors of               
                            Issuer                                        

Ben Wong                    Chief Financial Officer of KDS     USA        
KDS USA, Inc.                                                             
7373 Hunt Avenue            Vice President and Assistant                  
Garden Grove, CA 92841      Secretary of Acquisition and                  
                            Holdings                                      

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3.   DIRECTORS AND OFFICERS OF HOLDINGS.                                        

The following table sets forth the name, business address and present 
principal occupation or employment and material occupations, positions, offices 
or employment for the past five years of each Director or Executive Officer of  
Holdings. Unless otherwise indicated, each such person is a citizen of the      
United States, and each occupation set forth opposite an individual's name      
refers to employment with the Holdings. Neither Holdings nor any of the         
individuals listed below has been convicted in a criminal proceeding in the last
five years. In addition, neither Holdings nor any individuals listed below was a
party to any judicial or administrative proceeding during the past five years   
that resulted in a judgment, decree or final order enjoining that person from   
future violations of, or prohibiting activities subject to federal or state     
securities laws, or a finding of any violation of federal or state securities   
laws.                                                                           

                                                                [Download Table]

NAME AND BUSINESS ADDRESS               OFFICE                 CITIZENSHIP
-------------------------   ------------------------------     -----------
                                                                          
Lap Shun Hui                Chief Executive Officer of         USA        
                            KDS                                           

                            Member of Board of Directors                  
                            of Issuer                                     

                            President, Treasurer and                      
                            Secretary, and member of the                  
                            Board of Directors of                         
                            Holdings and Acquisitions                     

Ben Wong                    Chief Financial Officer of         USA        
KDS USA, Inc.               KDS                                           
7373 Hunt Avenue                                                          
Garden Grove, CA 92841      Vice President and Assistant                  
                            Secretary of Holdings and                     
                            Acquisition                                   

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 EXHIBIT 2

JOINT FILING AGREEMENT

        In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing of behalf of
each of them of the Schedule 13D (and any further amendment filed by them) with 
respect to the common stock, par value $0.0000125 per share, of Empire.         

                                          EMPIRE ACQUISITION CORP.

                                  /S/ LAP SHUN HUI
                                             ---------------------------
                                   By:  Lap Shun Hui
                                  Its:   President

                                   EM HOLDINGS, INC.

                                  /S/ LAP SHUN HUI
                                             ---------------------------
                                   By:  Lap Shun Hui
                                  Its:   President

                              LAP SHUN HUI

                                  /S/ LAP SHUN HUI
                                             ---------------------------

                               KDS USA, INC.

                                  /S/ LAP SHUN HUI
                                             ---------------------------
                                   By:  Lap Shun Hui
                                                Its:   Chief Executive Officer

Dated:  November 19, 2001

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC TO-C Filing	Date	First	Last	Other Filings

	1/31/01	13
	10/30/01	11
	11/9/01	11		SC 13D
	11/18/01	5
Filed On / Filed As Of	11/19/01	3	19	8-K, SC 13D/A
	12/10/01	12	13

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Hui Lap Shun · SC TO-C · Emachines Inc/DE · On 11/19/01

Filed On 11/19/01 · SEC File 5-59901 · Accession Number 1011438-1-500310

Tender-Offer Statement -- Preliminary Communication · Schedule TOFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Tender-Offer Statement -- Preliminary Communication · Schedule TO
Filing Table of Contents