UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FIELDS TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
31659S 10 7
(CUSIP Number)
General Partner
Andersen, Weinroth & Co., L.P.
1330 Avenue of the Americas, 36th Floor
New York, New York 10019
Telephone: 212-842-1600
with a copy to:
Edward W. Kerson, Esq.
Rabinowitz & Kerson LLP
161 Avenue of the Americas
New York, New York 10013-1205
Telephone: (212) 768-1666
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 11, 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), (f) or (g), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 ("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).
(Page 1 of 10 Pages)
CUSIP No. 31659S 10 7 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
AW Fields Acquisition, LLC
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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 Delaware
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NUMBER OF 7 SOLE VOTING POWER
-0-
NUMBER OFSHARES ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 23,333,334
---------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH REPORTING ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 23,333,334
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,333,334
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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)
12.6%
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14 TYPE OF REPORTING PERSON
OO
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CUSIP No. 31659S 10 7 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
G. Chris Andersen
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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 Not applicable
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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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NUMBER OF 7 SOLE VOTING POWER
-0-
NUMBER OFSHARES ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 23,333,334
---------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH REPORTING ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 23,333,334
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,333,334
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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)
12.6%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 31659S 10 7 Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Stephen D. Weinroth
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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 Not applicable
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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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NUMBER OF 7 SOLE VOTING POWER
-0-
NUMBER OFSHARES ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 23,333,334
---------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH REPORTING ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 23,333,334
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,333,334
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 31659S 10 7 Page 5 of 10 Pages
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, $.01 par value
("Common Stock"), of Fields Technologies, Inc. (the "Company"). The address of
the principal executive office of the Company is 333 Main Street, Park City,
Utah 84060.
Item 2. Identity and Background
This Schedule 13D is being filed on behalf of each of the following, who
are collectively referred to as the "Reporting Persons":
AW Fields Acquisition, LLC ("AW Fields"), a Delaware limited liability
company, with its principal business office at 1330 Avenue of the
Americas, 36th Floor, New York, New York 10019. AW Fields is a holding
company formed for the purpose of investing in the Company. The management
of AW Fields is vested in its Class 1 Member, AWEE II, LLC ("AWEE"); the
management of AWEE is vested in its Class 1 Member, Andersen, Weinroth &
Co., L.P. ("AW"); and the management of AW is vested in its general
partner, A.W. & Co. GP Inc., which is wholly-owned by G. Chris Andersen
and Stephen D. Weinroth.
G. Chris Andersen and Stephen D. Weinroth, each of whom is a United States
citizen, with his business address at Andersen, Weinroth & Co., L.P., 1330
Avenue of the Americas, 36th Floor, New York, New York 10019. The
principal occupation of each is the management of AW, a private merchant
bank specializing in private equity investments.
During the last five years, none of the Reporting Persons have been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or have been parties to any civil proceeding of a judicial or
administrative body of competent jurisdiction subjecting them 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
AW Fields entered into a securities purchase agreement with the Company,
dated March 27, 2002 (the "Purchase Agreement"), under which (a) AW Fields
loaned the Company $1,750,000 (the "Loan") in exchange for a promissory note in
the principal amount of $1,750,000, bearing interest at a rate of 10% a year,
and maturing on October 31, 2005 (the "Note"), and (b) Randall K. Fields, the
Company's chief executive officer, granted AW Fields an option to purchase from
him 17,500,000 shares of his Common Stock, which would be exercisable, by
delivery to Mr. Fields of the Note, if the Purchase Agreement were terminated
(the "RKF Option"). The capital of AW Fields was the source of funds for the
Loan. Under the Purchase Agreement, AW Fields agreed, subject to certain
conditions (including an amendment of the
CUSIP No. 31659S 10 7 Page 6 of 10 Pages
Company's certificate of incorporation to increase its authorized shares), to
exchange (the "Exchange") the Note for 11,666,667 shares of Common Stock
(subject to adjustment in certain circumstances) and a warrant to purchase up to
an additional 11,666,667 shares of Common Stock for $0.1725 a share (subject to
adjustment in certain circumstances), on or before March 27, 2005 (the
"Warrant"). Under the Purchase Agreement, upon the consummation of the Exchange,
the RKF Option would terminate. The parties consummated the Exchange on June 11,
2002. Simultaneously with the execution and delivery of the Purchase Agreement,
AW Fields and the Company entered into a registration rights agreement (the
"Registration Rights Agreement"), under which the Company agreed, subject to
certain conditions, to effect registrations of shares of Common Stock owned by
AW Fields and certain other stockholders. Reference is made to Exhibits 99.1,
99.2, 99.3, 99.4, and 99.5 to this Schedule 13D, which are the Purchase
Agreement, the Note, the Warrant, the RKF Option, and the Registration Rights
Agreement, respectively.
Item 4. Purpose of Transaction
AW Fields acquired the shares of Common Stock and the Warrant as an
investment.
Under the Purchase Agreement, the Company agreed that, as long as AW
Fields, its members, and their affiliates and associates continue to
beneficially own at least 25% of the shares of Common Stock issued and sold
under the Purchase Agreement and issuable upon exercise of the Warrant, (a) AW
Fields shall be entitled to designate one individual to be nominated for
election to the Company's board of directors (for whom Randall K. Fields has
agreed to vote or cause to be voted, at each stockholders meeting at which that
individual is nominated (and in each written consent of stockholders for that
purpose), all the shares of capital stock of the Company over which he exercises
the power to vote or to control the vote), and each individual so elected shall
be permitted, in his discretion, to serve as a member of any or all of the
committees of the board of directors, and (b) the Company shall not, and shall
not permit any of its subsidiaries to, engage in any transaction, or series of
related transactions, with an affiliate of the Company (other than transactions
between or among the Company and its subsidiaries, or between or among such
subsidiaries), unless the transaction or transactions shall have been approved
by either (i) a majority of the members of the Company's board of directors who
are independent (as independence is defined in sections 303.01(B)(2)(a) and (3)
of the New York Stock Exchange's listing standards) (it being understood that,
notwithstanding anything to the contrary, a director designated by AW Fields
shall be deemed to be independent for these purposes), or (ii) AW Fields.
Simultaneously with the consummation of the Exchange, Stephen D. Weinroth was
elected to the Company's board of directors.
AW Fields intends to review its investment in the Company on a regular
basis, and, as a result of such review, it or its members, or their affiliates
or associates may at any time or from time to time acquire additional securities
of the Company in open market transactions or otherwise.
Except as set forth above, none of the Reporting Persons has any plans or
proposals relating to or that would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
CUSIP No. 31659S 10 7 Page 7 of 10 Pages
Item 5. Interest in Securities of the Issuer
AW Fields beneficially owns an aggregate of 23,333,334 shares of Common
Stock, representing approximately 12.6% of the outstanding shares of Common
Stock .
The responses of the Reporting Persons to Rows (11) through (13) of the
cover pages of this Schedule 13D are incorporated herein by reference.
As the Class 1 Member of AW Fields, AWEE is entitled to 20% of all
distributions of cash and other property by AW Fields, after the other members
of AW Fields have received cash and other property from AW Fields having an
aggregate fair value equal to $1,750,000 plus an amount in the nature of
interest on $1,750,000, compounded semiannually, at the rate of 10% a year. At
present, AW is entitled to all cash and other property distributions AWEE
receives from AW Fields. G. Chris Andersen and Stephen D. Weinroth, through
their interests in AW, have an indirect interest in such cash and other property
distributions.
Except as set forth above, none of the Reporting Persons beneficially owns
any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The information in Items 3, 4, and 5 of this Schedule 13D is incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits
99.1 Securities Purchase Agreement, dated March 27, 2002, between the
Company and AW Fields (filed as Exhibit 10.1 to the Form 8-K filed
by the Company with the Securities and Exchange Commission on April
9, 2002 (the "April 8-K") and incorporated herein by reference).
99.2 Promissory Note, dated March 27, 2002, issued by the Company to AW
Fields (filed as Exhibit 10.2 to the April 8-K and incorporated
herein by reference).
99.3 Warrant to Purchase Common Stock, dated June 11, 2002, issued by the
Company to AW Fields.
99.4 Option to Purchase Common Stock, dated March 27, 2002, issued by
Randall K. Fields to AW Fields.
99.5 Registration Rights Agreement, dated March 27, 2002, between AW
Fields and the Company.
99.6 Joint Filing Agreement, dated July 12, 2002, among the Reporting
Persons.
CUSIP No. 31659S 10 7 Page 8 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete, and correct.
Dated: July 12, 2002
AW FIELDS ACQUISITION, LLC
By: AWEE II, LLC, its Class 1 Member
By: ANDERSEN, WEINROTH & CO., L.P.,
its Class 1 Member
By: A.W. & CO. GP INC.,
its General Partner
By: /s/ Stephen D. Weinroth
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Name: Stephen D. Weinroth
Title: President
/s/ G. Chris Andersen
--------------------------
G. Chris Andersen
/s/ Stephen D. Weinroth
--------------------------
Stephen D. Weinroth
CUSIP No. 31659S 10 7 Page 9 of 10 Pages
Exhibit Index
99.1 Securities Purchase Agreement, dated March 27, 2002, between the
Company and AW Fields (filed as Exhibit 10.1 to the Form 8-K filed
by the Company with the Securities and Exchange Commission on April
9, 2002 (the "April 8-K") and incorporated herein by reference).
99.2 Promissory Note, dated March 27, 2002, issued by the Company to AW
Fields (filed as Exhibit 10.2 to the April 8-K and incorporated
herein by reference).
99.3 Warrant to Purchase Common Stock, dated June 11, 2002, issued by the
Company to AW Fields.
99.4 Option to Purchase Common Stock, dated March 27, 2002, issued by
Randall K. Fields to AW Fields.
99.5 Registration Rights Agreement, dated March 27, 2002, between AW
Fields and the Company.
99.6 Joint Filing Agreement, dated July 12, 2002, among the Reporting
Persons.
CUSIP No. 31659S 10 7 Page 10 of 10 Pages
Exhibit 99.6
JOINT FILING AGREEMENT
This will confirm the agreement among the undersigned that the Schedule
13D filed on or about this date and any amendments thereto with respect to
beneficial ownership by the undersigned of shares of common stock, $.01 par
value, of Fields Technologies, Inc. is being filed on behalf of each of the
undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934.
Dated: July 12, 2002
AW FIELDS ACQUISITION, LLC
By: AWEE II, LLC, its Class 1 Member
By: ANDERSEN, WEINROTH & CO., L.P.,
its Class 1 Member
By: A.W. & CO. GP INC.,
its General Partner
By: /s/ Stephen D. Weinroth
--------------------------
Name: Stephen D. Weinroth
Title: President
/s/ G. Chris Andersen
--------------------------
G. Chris Andersen
/s/ Stephen D. Weinroth
--------------------------
Stephen D. Weinroth