1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Amendment No. 1
MAREX.COM, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
--------------------------------------------------------------------------------
(Title of Class of Securities)
566536 10 8
--------------------------------------------------------------------------------
(CUSIP Number)
DECEMBER 30, 2000
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 5 Pages
2
---------------------- -------------------
CUSIP NO. 566536 10 8 SCHEDULE 13G PAGE 2 OF 5 PAGES
---------------------- -------------------
------- ------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CLIFFORD GROSSMAN
------- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
------- ------------------------------------------------------------------------
3 SEC USE ONLY
------- ------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
----------------------------------- ------ -------------------------------------
5 SOLE VOTING POWER 645,744
NUMBER OF ------ -------------------------------------
SHARES 6 SHARED VOTING POWER 0
BENEFICIALLY ------ -------------------------------------
OWNED BY 7 SOLE DISPOSITIVE POWER 645,744
EACH ------ -------------------------------------
REPORTING 8 SHARED DISPOSITIVE POWER 0
PERSON WITH
------- ------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
645,744
------- ------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
------- ------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
------- ------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
------- ------------------------------------------------------------------------
3
---------------------- -------------------
CUSIP NO. 566536 10 8 SCHEDULE 13G PAGE 3 OF 5 PAGES
---------------------- -------------------
ITEM 1(a). NAME OF ISSUER.
Marex.com, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
2701 South Bayshore Drive, 5th Floor
Miami, Florida 33133
ITEM 2(a). NAME OF PERSON FILING.
Clifford Grossman, an individual (the "Reporting Person")
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE.
550 Brickell Ave., Penthouse 2
Miami, Florida 33131
ITEM 2(c). CITIZENSHIP.
U.S.A.
ITEM 2(d). TITLE OF CLASS OF SECURITIES.
Common Stock, $0.01 Par Value
ITEM 2(e). CUSIP NUMBER.
566536 10 8
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) OR (c), IDENTIFY THE STATUS OF THE PERSON FILING.
Not applicable.
ITEM 4. OWNERSHIP.
AMOUNT
REPORTING PERSON BENEFICIALLY OWNED(1) PERCENT OF CLASS(1)
---------------- --------------------- -------------------
Clifford Grossman 645,744 8.8%
POWER TO VOTE(1) POWER TO DISPOSE(1)
-------------------- --------------------
REPORTING PERSON SOLE SHARED SOLE SHARED
---------------- ---- ------ ---- ------
Clifford Grossman 645,744 0 645,744 0
----------------
4
---------------------- -------------------
CUSIP NO. 566536 10 8 SCHEDULE 13G PAGE 4 OF 5 PAGES
---------------------- -------------------
(1) (a) Clifford Grossman directly owns 105,500 shares of the common stock
of Marex.com, Inc. (the "Marex Common Stock"). (b) CG Capital Corp.
("CG Capital") owns 183,244 shares of Marex Common Stock. As the sole
shareholder, officer and director of CG Capital, Clifford Grossman has
the sole power to vote and dispose of all of the Marex Common Stock
owned by CG Capital. (c) CG Delaware Holdings, L.P. ("CGLP") owns
288,000 shares of Marex Common Stock. CG Delaware Holdings, Inc. ("CG
Delaware") is the sole general partner of CGLP and is wholly owned by
Clifford Grossman. Clifford Grossman controls CG Delaware and, as such,
has sole power to vote and dispose of all the Marex Common Stock held
by CGLP. (d) DAS Delaware Ventures Limited Partnership ("DVLP") owns
1,000 shares of Marex Common Stock. DAS Delaware Ventures, Inc. ("DVI")
is the sole general partner of DVLP and is majority owned by Clifford
Grossman. Clifford Grossman controls DVI and, as such, has sole power
to vote and dispose of all the Marex Common Stock held by DVLP. (e)
Clifford Grossman is the trustee with respect to 68,000 shares of Marex
Common Stock held by various trusts, with no pecuniary interest in such
shares.
There are 7,343,980 shares of Marex.com, Inc. common stock outstanding.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this Statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following. [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Clifford Grossman is the trustee of certain trusts for the
benefit of other individuals, as a result of which position he
has the power to vote and/or dispose of an aggregate of 68,000
shares of the Marex Common Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
5
---------------------- -------------------
CUSIP NO. 566536 10 8 SCHEDULE 13G PAGE 5 OF 5 PAGES
---------------------- -------------------
SIGNATURES
After reasonable 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.
March 27, 2001 /s/ CLIFFORD GROSSMAN
---------------------
CLIFFORD GROSSMAN