Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CDKNET.COM, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class Securities)
14983D 20 2
------------------------------------
(CUSIP Number)
Andreas Typaldos
40 W. 77th Street
New York, NY 10024
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- --------------------------------------------------------------------------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 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 the
disclosure 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a current
valid OMB control number.
CUSIP No. 14983D 20 2
- --------------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Andreas Typaldos
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
SC
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
USA
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 2,500,000
Shares ----------------------------------------------------------------
Beneficially 8. Shared Voting Power 0
Owned by ----------------------------------------------------------------
Each 9. Sole Dispositive Power 2,500,000
Reporting ----------------------------------------------------------------
Person 10. Shared Dispositive Power 0
With:
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,681,954
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
54.9%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
CUSIP No. 14983D 20 2
- --------------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Renee Typaldos
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
SC
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
USA
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 6,140,167
Shares ----------------------------------------------------------------
Beneficially 8. Shared Voting Power 0
Owned by ----------------------------------------------------------------
Each 9. Sole Dispositive Power 6,140,167
Reporting ----------------------------------------------------------------
Person 10. Shared Dispositive Power 0
With:
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,681,954
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
54.9%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
CUSIP No. 14983D 20 2
- --------------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Andreas Typaldos Family Limited Partnership
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
SC
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 5,390,167
Shares ----------------------------------------------------------------
Beneficially 8. Shared Voting Power 0
Owned by ----------------------------------------------------------------
Each 9. Sole Dispositive Power 5,390,167
Reporting ----------------------------------------------------------------
Person 10. Shared Dispositive Power 0
With:
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,390,167
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
23.3%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
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CUSIP No. 14983D 20 2
- --------------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Patra Holdings, L.L.C.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
SC
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 2,000,000
Shares ----------------------------------------------------------------
Beneficially 8. Shared Voting Power 0
Owned by ----------------------------------------------------------------
Each 9. Sole Dispositive Power 2,000,000
Reporting ----------------------------------------------------------------
Person 10. Shared Dispositive Power 0
With:
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.6%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
OO
- --------------------------------------------------------------------------------
Item 1 Security and Issuer
Common Stock, Par Value $.0001 per share, of CDKNET.COM, INC., 40
Marquette Drive, Smithtown, New York 11787.
Item 2 Identity and Background
(a) Andreas Typaldos
Renee Typaldos
Andreas Typaldos Family Limited Partnership
Patra Holdings, L.L.C.
(b) Address as to all:
c/o Andreas Typaldos
40 W. 77th Street
New York, NY 10024
(c) Andreas Typaldos is the Chief Executive Officer of Xandros,
Inc., a developer of Linux software solutions, with an address
at 419 Park Avenue, Suite 1302, New York, NY 10016.
(d) None
(e) None.
(f) Andreas Typaldos and Renee Typaldos are both U.S. citizens
Item 3 Source and amount of Funds or other Consideration
On May 24, 2004 Miletos, Inc. merged with CDK Merger Corp., a
wholly-owned subsidiary of the issuer, and CDK Merger Corp. was the surviving
corporation. The consideration for the merger consisted of the issuance of the
shares of the issuer's common stock in exchange for the shares of Miletos, Inc.
common stock and the assumption of certain liabilities of Miletos' predecessor
and former controlling shareholders. The source of funds for payment of
liabilities assumed by the issuer is funds of the issuer. Prior to the merger,
the issuer had no material assets. In connection with the merger, the issuer
completed a private placement of 883,334 shares of its common stock for
aggregate proceeds of $1,060,000, of which approximately $950,000 were
subscriptions for cash, $50,000 was in exchange for retirement of outstanding
debt of Miletos, Inc., and $59,800 was in lieu of consulting fees.
Item 4 Purpose of Transaction
(a) The reporting persons acquired the securities of the issuer for the
purpose of acquiring control of the issuer and changing the nature of the
issuer's business operations. Prior to the acquisition, the issuer had
discontinued all business operations and had no material assets. The reporting
persons were the principal owners of Miletos, Inc., a Delaware corporation which
had acquired the principal operating assets of Enikia, Inc. on March 23, 2004 by
means of a secured party foreclosure sale. Enikia had been engaged in the
business of developing semiconductors for home networking and broad band
powerline communication markets. Its products under development enable
high-speed digital transmission of voice, video, and data over existing
powerline infrastructure, targeted for the home networking and broadband
communications markets with a focus on application support. Miletos, Inc. was
formed in February 2004 by control affiliates of Enikia, Inc. for the purpose of
succeeding to secured obligations owed by Enikia, Inc. then in default, and
conducting a secured party foreclosure sale.
The reporting persons are Andreas Typaldos and Renee Typaldos, who are
husband and wife, the Andreas Typaldos Family Limited Partnership, a New Jersey
limited partnership in which Renee Typaldos is the sole general partner and
Andreas Typaldos is the sole limited partner, and Patra Holdings, L.L.C. a
Delaware limited liability company in which Andreas Typaldos is a member and the
sole manager with exclusive management authority and the other remaining member
is Patra Trust, an irrevocable trust granted by Andreas Typaldos as settlor for
the benefit of Renee Typaldos and Mr. and Mrs. Typaldos' children. The principal
business of both Andreas Typaldos Family Limited Partnership and Patra Holdings,
L.L.C. is to hold investment assets of the Typaldos family.
Mr. Andreas Typaldos has the right and option to acquire 1,407,246
shares of the issuer's common stock from Norris, McLaughlin & Marcus PA for an
aggregate purchase price of $352,500, if such purchase price is received at any
time hereafter until August 6, 2004; and for an aggregate purchase price of
$705,000 if such purchase price is received after August 6, 2004 and before May
24, 2005.
Mr. Typaldos also has the right and option to acquire 234,541 shares of
Common Stock of Conexus Financial Advisors, Inc. for an aggregate purchase price
of $50,000 exercisable at any time before November 24, 2004.
(b) None
(c) None
(d) Under the Agreement and Plan of Merger dated May 7, 2004 among the
issuer, Miletos, Inc., and CDK Merger Corp., and the Stockholders' an
d Voting
Agreement dated as of May 21, 2004 among the reporting persons and certain other
named therein, the parties have agreed that the Board of Directors of the issuer
shall, as soon as practicable following the merger be reconstituted to consist
of Messrs. Steven Horowitz, Andreas Typaldos, William Carson, Andrew Prince and
Oleg Logvinov. Thereafter, the parties agreed to vote their shares for the
election of one person designated by certain other shareholders of the issuer
referred to as the "Investors" therein, to be and remain a director of the
issuer for the duration of the Stockholder's and Voting Agreement. Mr. Prince is
the initial designee of the Investors to the issuer's board of directors. The
Stockholders' and Voting Agreement terminates on the date which is the earlier
of two years after the date of the Agreement, or such time as the shares of the
issuers common stock owned by the "Investors" named therein constitutes a
percentage of the Issuer's then outstanding Common Stock which is less than half
of the percentage of the Issuer's outstanding Common Stock owned by the
Investors named therein on the effective date of the merger.
(e) None
(f) As a result of the merger and the resulting acquisition of the
issuer's securities by the reporting persons, the issuer, which theretofore had
no material assets or business operations, acquired the business assets and
operations owned by Miletos and its predecessor described in Item 4, Section (a)
above.
(g) None
(h) None
(i) None
(j) None
Item 5 Interest in Securities of the Issuer
(a) 12,681,954 or 54.9% of the class
Includes the following shares owned of record by the persons indicated:
Andreas Typaldos Family Limited Partnership 5,390,167 (1)
Patra Holdings, L.L.C. 2,000,000 (2)
Andreas Typaldos 500,000 (3)
Renee Typaldos 750,000 (3)
Kathryn Typaldos 750,000 (4)
Claire Typaldos 750,000 (4)
Olivia Typaldos 750,000 (4)
Norris McLaughlin & Marcus, P.A. 1,407,246 (5)
Conexus Financial Management, Inc. 234,541 (5)
(1) Renee Typaldos is general partner and Andreas Typaldos is the
sole limited partner.
(2) Andreas Typaldos is a member and the sole Manager. Patra
Trust, an irrevocable trust granted by Andreas Typaldos as
settlor for the benefit of Renee Typaldos and the descendants
of Andreas Typaldos, is the other member.
(3) Andreas Typaldos and Renee Typaldos are husband and wife.
(4) Children of Andreas Typaldos and Renee Typaldos.
(5) The record owner has granted an option to Andreas Typaldos to
purchase such shares which is currently exerciseable.
(b) Sole Voting and
Dispositive Power
-----------------
Andreas Typaldos 2,500,000 (1)
Renee Typaldos 6,140,167 (2)
Andreas Typaldos Family Limited Partnership 5,390,167
Patra Holdings, L.L.C. 2,000,000
(1) includes 500,000 shares owned directly and 2,000,000 owned
indirectly through Patra Holdings, L.L.C., of which Mr.
Typaldos is the sole manager.
(2) includes 750,000 shares owned directly and 5,390,167 shares
owned indirectly through Andreas Typaldos Family Limited
Partnership of which Mrs. Typaldos is the sole general
partner.
(c) None
(d) None
(e) Not applicable
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
1. Reference is made to the responses to Item 4(a) and 4(d) hereof.
2. Under the Stockholders' and Voting Agreement dated as of May 21, 2004
among the reporting persons and others named therein, the reporting persons may
not transfer any of their shares prior to the first anniversary of the execution
of such agreement if, after giving effect to any proposed transfer, such persons
shall have transferred in the aggregate in excess of 5% of the shares held by
them on such date of the agreement, except that (1) shares may be transferred
without restriction in connection with a bona fide merger of the issuer or a
bona fide sale of all or substantially all of the issuer's assets or equity
securities, (2) shares may be transferred between named stockholders, to
affiliates of the reporting persons, to family members, or to such reporting
persons, members or partners, (3) transfers pursuant to "tag along rights"
granted therein, and (4) transfers pursuant to public sales conducted either
pursuant to effective registration statements or Rule 144 provided such public
sales do not exceed the following limits: (i) during the period between 90 days
and 180 days after the closing date (i.e., May 24, 2004) 20% of the shares owned
by such person on the closing date; (ii) during the period between 180 and 270
days following such closing date, 20% of the shares owned by such person on the
closing date; and (iii) during the period between 270 and 360 days after such
closing date, 25% of the shares owned by such person on the closing date.
3. Under the Stockholders' and Voting Agreement dated as of May 24, 2004,
the reporting persons may not transfer more than 5% of their shares, under
certain circumstances without allowing the Investors named therein to
participate in such sale upon equivalent terms.
Item 7 Material to Be Filed as Exhibits
(1) Agreement and Plan of Merger dated as of My 7, 2004 among the
issuer, CDK Merger Corp., Miletos, Inc. and Andreas Typaldos,
as Representative of Certain Stockholders of Miletos, Inc.. is
incorporated herein by reference to Exhibit 2.1 to the
issuer's Annual Report on Form 10-KSB for the year ended May
31, 2004.
(2) Amendment dated May 21, 2004 to the Agreement and Plan of
Merger dated as of My 7, 2004 among the issuer, CDK Merger
Corp., Miletos, Inc. and Andreas Typaldos, as Representative
of Certain Stockholders of Miletos, Inc. is incorporated
herein by reference to Exhibit 2.2 to the issuer's Annual
Report on Form 10-KSB for the year ended May 31, 2004.
(3) Stockholders and Voting Agreement dated as of May 21, 2004
among the reporting persons and certain other stockholders of
the issuer is incorporated herein by reference to Exhibit 9.1
to the issuer's Annual Report on Form 10-KSB for the year
ended May 31, 2004.
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.
Date: September 30, 2004
SIGNATURES
/s/ Andreas Typaldos
-------------------------------------
Andreas Typaldos
/s/ Renee Typaldos
-------------------------------------
Renee Typaldos
ANDREAS TYPALDOS FAMILY LIMITED PARTNERSHIP
By: /s/ Renee Typaldos
-------------------------------------
Renee Typaldos, General Partner
PATRA HOLDINGS, L.L.C.
By: /s/ Andreas Typaldos
-------------------------------------
Andreas Typaldos, Manager