SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
(AMENDMENT NO. 1)
MAREX.COM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
566536 10 8
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(CUSIP Number)
Mary P. McConnell
Genmar Holdings, Inc.
2900 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
(612) 339-7600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 2001
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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 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. Schedule filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
NY2:\1038539\03\M9CB03!.DOC\47650.0013
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CUSIP No. 566536 10 8 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENMAR HOLDINGS, INC.
IRS NO. 41-1778106
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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*
WC
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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 OF ORGANIZATION
STATE OF DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7 SOLE VOTING POWER
REPORTING PERSON WITH
1,824,534 shares
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
3,091,183 shares
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
1,824,534 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.90%
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14 TYPE OF REPORTING PERSON*
CO
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This Amendment No. 1 ("Amendment No. 1") amends the statement of beneficial
ownership on Schedule 13D ("Schedule 13D") filed on May 5, 2000 by Genmar
Holdings, Inc. ("Genmar") with respect to its beneficial ownership of Common
Stock, par value $.01 per share (the "Common Stock"), of Marex.com, Inc. (the
"Issuer").
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of Genmar Holdings, Inc., a Delaware
corporation, whose principal business is the manufacture and sale of
recreational power boats. Genmar's principal office is located at 2900 IDS
Center, 80 South Eighth Street, Minneapolis, Minnesota 55402. All of Genmar's
executive officers and directors are U.S citizens. Their names, business
addresses and principal occupations are listed on Exhibit A hereto.
During the last five years, neither Genmar nor any of its directors or executive
officers has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction that resulted in 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.
The Issuer and Genmar entered into a Strategic Relationship Agreement, dated as
of April 26, 2000, under which Genmar will utilize certain electronic commerce
systems to be developed and operated by the Issuer. In connection with the
Strategic Relationship Agreement, the Issuer entered into a Warrant Agreement
(the "Warrant Agreement"), dated as of April 26, 2000, under which the Issuer
has issued to Genmar warrants (the "Warrants") to purchase up to an aggregate of
2,937,337 shares of the Issuer's Common Stock. One Warrant exercisable for
1,442,081 shares of Common Stock was issued on April 26, 2000, and a second
Warrant exercisable for 1,495,256 shares of Common Stock was issued on April 26,
2001. Under the Warrant Agreement, Genmar may not exercise Warrants for any
shares of Common Stock that would result in Genmar holding in excess of 19.9% of
the Issuer's currently outstanding Common Stock.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) As of the date hereof, Genmar owns of record and beneficially 20,000 shares
of the Issuer's Preferred Stock, and Warrants to purchase up to 2,937,337 shares
of the Issuer's Common Stock.
Genmar may be deemed to beneficially own 153,846 shares of Common Stock into
which the Preferred Shares are currently convertible. Both the number of shares
of Common Stock into which shares of Preferred Stock are convertible and the
conversion price are subject to adjustment. Upon the completion by the Issuer of
an underwritten offering meeting certain criteria, all outstanding shares of
Preferred Stock will convert automatically into shares of Common Stock.
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In addition, Genmar may be deemed to beneficially own up to 1,824,534 shares of
Common Stock for which the Warrants are currently exercisable under the terms of
the Warrant Agreement. As of April 26, 2001, assuming conversion of the
Preferred Shares and exercise of the Warrants for 2,937,337 shares of Common
Stock, Genmar would hold 29.6% of the Issuer's currently outstanding Common
Stock. Under the Warrant Agreement, however, Genmar may exercise the Warrants
only if such exercise does not result in Genmar holding in excess of 19.9% of
the Issuer's Common Stock. Therefore, Genmar disclaims beneficial ownership of
1,112,803 shares of Common Stock that would not be issuable under the Warrants
as of April 26, 2001, due to the ownership restriction contained in the Warrant
Agreement.
The Warrants expire on the earlier of (a) February 14, 2005, (b) three years
from the consummation of an underwritten public offering of the Issuer's Common
Stock meeting certain criteria and (c) 30 days from the termination of the
Strategic Relationship Agreement. The number of shares of Common Stock
underlying the Warrants and the initial price at which Genmar may exercise the
Warrants shall be adjusted upon the occurrence of certain events in accordance
with a formula. The Warrant Agreement grants to Genmar certain registration
rights with respect to the Common Stock underlying the Warrants.
To the best knowledge of Genmar, no other party named in Item 2 owns any of the
Issuer's Common Stock.
(b) Genmar has the sole power to vote and the sole power to dispose of all
shares of Common Stock beneficially owned by it.
(c) No person named in paragraph (a) above has effected a transaction in the
Issuer's securities during the past 60 days.
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale of, the subject
securities.
(e) Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A - List of Executive Officers and Directors
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true and correct.
April 30, 2001
GENMAR HOLDINGS, INC.
By: /s/ Roger R. Cloutier II
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Name: Roger R. Cloutier II
Title: Executive Vice President and
Chief Financial Officer
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