sec document
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CUSIP No. 84916X 20 3 13D Page 1 of 8 pages
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. )1
SPORTING MAGIC, INC.
(Name of issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
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(Title of class of securities)
84916X 20 3
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(CUSIP number)
ROBERT H. FRIEDMAN, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
June 1, 2002
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(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.
(Continued on following pages)
(Page 1 of 8 Pages)
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1 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 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).
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CUSIP No. 84916X 20 3 13D Page 2 of 8 pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sean Garber
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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 ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
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NUMBER OF SHARES
BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING
PERSON WITH 0
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8 SHARED VOTING POWER
1,260,000
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
1,260,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,260,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.57%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 84916X 20 3 13D Page 3 of 8 pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lisa Garber
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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 ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
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NUMBER OF SHARES
BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING
PERSON WITH 0
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8 SHARED VOTING POWER
1,260,000
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
1,260,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,260,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.57%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 84916X 20 3 13D Page 4 of 8 pages
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The following statement constitutes the Schedule 13D filed by the
undersigned (the "Statement").
Item 1. Security and Issuer.
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This Statement relates to the common stock, $.001 par value per
share ("Common Stock"), of Sporting Magic, Inc. (the "Company"), whose principal
executive offices are located at 7625 Hamilton Park Drive, Suite 12,
Chattanooga, Tennessee 37421.
Item 2. Identity and Background.
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2(a), 2(b) and 2(c) This Statement is jointly filed by Sean Garber
and Lisa Garber (together, the "Reporting Persons"). As the Reporting Persons
own all of the shares of Common Stock reported hereunder as joint tenants with
the right of survivorship, each Reporting Person may be deemed, pursuant to Rule
13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), to be the
beneficial owner of all the shares of Common Stock held by the other Reporting
Person. The Reporting Persons are filing this joint Statement, as they may be
considered a "group" under Section 13(d)(3) of the Act. However, neither the
fact of this filing nor anything contained herein shall be deemed to be an
admission by the Reporting Persons that such a group exists.
Sean Garber is the Executive Vice President and a Director nominee
of the Company, and Lisa Garber is an employee of CMJ Ventures, Inc., a wholly
owned subsidiary of the Company. The principal place of business for each of the
Reporting Persons is 3600 Chamberlain Lane, Suite 826, Louisville, KY 40241.
(d) During the last five years, none of the Reporting Persons have
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons have
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) Each of the Reporting Persons is a citizen of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
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Pursuant to the terms of an Agreement and Plan of Merger, (the
"Merger Agreement"), dated as of March 1, 2002 and as amended on May 16, 2002,
by and among the Company, CMJ Acquisition Corp. ("Merger Sub"), a Delaware
corporation and wholly-owned subsidiary of the Company, CMJ Ventures, Inc., a
Florida corporation ("CMJ"), and Sean Garber, Lisa Garber and Mark Carter,
Merger Sub was merged with and into CMJ (the "Merger") effective as of June 1,
2002. As a result of the Merger, the separate corporate existence of Merger Sub
ceased, and
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CUSIP No. 84916X 20 3 13D Page 5 of 8 pages
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CMJ emerged as the surviving corporation and a wholly owned subsidiary of the
Company. Moreover, pursuant to the terms of the Merger Agreement, each share of
CMJ common stock was converted into the right to receive 2,545.4545 shares of
Common Stock.
Immediately prior to the Merger, the Reporting Persons owned an
aggregate of 500 shares of common stock of CMJ, which were subsequently
converted, as part of the Merger, into the right to receive 1,260,000 shares of
Common Stock.
Item 4. Purpose of Transaction.
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The Reporting Persons acquired the Common Stock beneficially owned
by them in connection with the Merger and for investment purposes. Nevertheless,
the Reporting Persons intend to support the nomination of Sean Garber as a
director of the Company at the Company's upcoming Special Meeting of
Stockholders, which has yet to be scheduled. Except as discussed above, the
Reporting Persons currently have no specific plans or proposals that relate to
or would result in the events described in paragraphs (a) through (j) of Item 4
of the instructions to Schedule 13D, although they reserve the right to develop
such plans or proposals.
Item 5. Interest in Securities of the Issuer.
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The aggregate percentage of shares of Common Stock reported to be
owned by the Reporting Persons is based upon 10,889,225 shares outstanding,
which is the total number of shares of Common Stock outstanding as reported in
the Company's Quarterly Report on Form 10-QSB for the period ended February 28,
2002, plus the 1,400,000 shares that were issued on June 1, 2002 pursuant to the
Merger.
(a) As of the filing date of this Statement, the Reporting Persons
beneficially owned, as joint tenants, an aggregate 1,260,000 shares of Common
Stock, representing approximately 11.57% of the Company's issued and outstanding
Common Stock.
(b) Each of the Reporting Persons has the shared power to direct the
vote and the shared power to direct the disposition of the 1,260,000 shares of
Common Stock of the Company beneficially owned by each of them.
(c) Except as described in Item 3 above with respect to the Merger,
the Reporting Persons have not effected any transactions in the Company's Common
Stock during the past 60 days.
(d) No person other than the Reporting Persons have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock of the Company beneficially owned
by the Reporting Persons.
(e) Not applicable.
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CUSIP No. 84916X 20 3 13D Page 6 of 8 pages
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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The information set forth in Item 3 hereof concerning agreements
with respect to securities of the Company is incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
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Exhibit No. Description
99.1 Joint Filing Agreement dated as of June 11, 2002 by
and among the Reporting Persons.
99.2 The Agreement and Plan of Merger, dated as of March
1, 2001, by and among Sporting Magic, Inc., CMJ
Acquisition Corp., CMJ Ventures, Inc., Sean Garber,
Lisa Garber and Mark Carter.
99.3 Amendment No. 1 to the Agreement and Plan of Merger,
dated as of May 16, 2002, by and among Sporting
Magic, Inc., CMJ Acquisition Corp., CMJ Ventures,
Inc., Sean Garber, Lisa Garber and Mark Carter.
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CUSIP No. 84916X 20 3 13D Page 7 of 8 pages
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SIGNATURES
After due inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 11, 2002
/s/ Sean Garber
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Sean Garber
/s/ Lisa Garber
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Lisa Garber
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CUSIP No. 84916X 20 3 13D Page 8 of 8 pages
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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 on
behalf of each of them of a Statement on Schedule 13D dated June 11, 2002
(including amendments thereto) with respect to the Common Stock of Sporting
Magic, Inc.
Dated: June 11, 2002
/s/ Sean Garber
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Sean Garber
/s/ Lisa Garber
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Lisa Garber