OMB APPROVAL
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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
BURST.COM, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
12284P106
(CUSIP Number)
Gordon Leslie Rock Robert J. Diercks
5820 E. Mercer Way Foster Pepper & Shefelman PLLC
Mercer Island, WA 98040 1111 Third Avenue, Suite 3400
(206) 232-6874 Seattle, WA 98101
(206) 447-4400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 10, 2001
(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 Sections 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 Section 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
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).
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 currently valid OMB control number.
Page 1 of 8 pages
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CUSIP NO. 12284P106 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercer Management Inc.
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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
ITEMS 2(d) or 2(E)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada
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NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER
EACH REPORTING PERSON WITH
-0- shares
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8 SHARED VOTING POWER
8,137,245 shares (1)
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9 SOLE DISPOSITIVE POWER
-0- shares
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10 SHARED DISPOSITIVE POWER
8,137,245 shares (1)
---------------------------------------- ----- --------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,137,245 (1)
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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
32.6% (2)
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14 TYPE OF REPORTING PERSON*
CO
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(1) Includes warrants to purchase 6,220,832 shares of Common Stock pursuant to
the form of warrant attached hereto as Exhibit 10.1.
(2) Percentages are based upon 18,734,958 shares of Common Stock outstanding as
of January 11, 2002 as reported on the Issuer's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission (the "SEC") on January 14,
2002 and assume exercise of Reporting Person's derivative securities.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 pages
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CUSIP NO. 12284P106 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gordon Leslie Rock
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
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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 of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER
EACH REPORTING PERSON WITH
2,293,050 shares
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8 SHARED VOTING POWER
8,137,245 (1)
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9 SOLE DISPOSITIVE POWER
2,293,050 shares
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10 SHARED DISPOSITIVE POWER
8,137,245 (2)
----------------------------------------- ------ ------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,430,295 (1)(2)
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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
40.7% (3)
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14 TYPE OF REPORTING PERSON*
IN
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(1) Includes warrants to purchase 200,000 shares of Common Stock pursuant to the
form of Warrant attached hereto as Exhibit 10.1 and options to purchase 500,000
shares of Common Stock.
(2) Includes 1,916,413 shares of Common Stock and warrants to purchase 6,220,832
shares of Common Stock held directly by Mercer Management Inc. ("MMI"). Gordon
Leslie Rock is a 40% owner of ("MMI") and may be deemed to have shared voting
and dispositive power with respect to such shares.
(3) Percentages are based upon 18,734,958 shares of Common Stock outstanding as
of January 11, 2002 as reported on the issuer's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on January 14, 2002 and assume
exercise of Reporting Person's derivative securities.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 8 pages
SCHEDULE 13D
Item 1: Security and Issuer
This statement relates to the Common Stock, $.00001 par value per
share, of Burst.com, Inc. with its principal executive offices at 613 Fourth
Street, Suite 201, Santa Rosa, CA 95404.
Item 2. Identity and Background.
The persons filing this statement are Mercer Management Inc. ("MMI")
and Gordon Leslie Rock. MMI is a Nevada corporation whose principal business is
investing in various companies. Gordon Leslie Rock is a 40% holder of MMI. The
principal office of MMI located at 5820 East Mercer Way, Mercer Island, WA
98040. All of MMI's executive officers and directors are U.S. citizens. Their
names, business addresses and principal occupations are as follows:
Gordon Leslie Rock, Mercer Management Inc., 5820 East Mercer Way, Mercer
Island, WA 98040. Mr. Rock is Director and President of MMI and a 40% owner of
MMI.
Shirley Reynolds Rock, Mercer Management Inc., 5820 East Mercer Way, Mercer
Island, WA 98040. Ms. Rock is a Director and a Secretary and 40% owner of MMI.
Dana Reynolds Rock, Mercer Management, Inc. 5820 East Mercer Way, Mercer
Island, WA 98040. Ms. Rock is a Director and 10% owner of MMI.
Gregory Reynolds Rock, student, 152 Questa Drive, San Luis Obispo, CA
93405. Mr. Rock is a Director and 10% owner of MMI.
During the last five (5) years, MMI and Gordon Leslie Rock have not,
nor, to the best knowledge of MMI, has any other person named in this Item 2,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he is or was
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.
Item 3. Source and Amount of Funds or Other Consideration.
MMI funded its purchases of Common Stock from its own working capital.
Gordon Leslie Rock funded his purchases of Common Stock from his personal funds.
The aggregate consideration for all shares purchased and recorded herein was
$4,879,556. None of the funds used to purchase the Common Stock consisted of
funds or other consideration, borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting shares of Common Stock.
Item 4. Purpose of Transaction.
MMI and Gordon Leslie Rock acquired the securities reported in this
statement for investment purposes. MMI and Mr. Rock may purchase additional
shares of Common Stock from time to time, depending on various factors
including, without limitation, the price of the Common Stock, stock market
conditions and the business prospects of the Issuer. MMI and Mr. Rock may also
determine to dispose of some or all of their beneficial holdings of the Issuer's
securities. They reserve the right to increase or decrease their holdings on
such terms and at such times as they may decide. MMI and Mr. Rock have no
present intention or arrangements or understandings to effect any of the
transactions listed in Items 4(a)-(j) of Schedule 13D.
Page 4 of 8 pages
Item 5. Interest in Securities of the Issuer.
MMI beneficially owns 8,137,245 shares of the Issuer's Common Stock,
assuming exercise of warrants to purchase 6,220,832 shares of Common Stock
pursuant to the form of warrant attached hereto as Exhibit 10.1 These shares
represent approximately 32.6% of the shares of the class outstanding based upon
18,734,958 shares of the class outstanding as of January 11, 2002, as reported
on the Issuer's quarterly report on Form 10-Q filed with the SEC on January 14,
2002, and assuming exercise of the Reporting Persons' derivative securities.
Gordon Leslie Rock beneficially owns 10,430,295 shares of the Issuer's
Common Stock. These shares represent approximately 40.7% of the shares of the
class outstanding based upon 18,734,958 shares of Common Stock outstanding as of
January 11, 2002, as reported on the Issuer's quarterly report on Form 10-Q
filed with the SEC on January 14, 2002 and assuming exercise of the Reporting
Person's derivative securities (200,000 warrants to purchase Common Stock
pursuant to the form of warrant attached hereto as Exhibit 10.1 and 500,000
options to purchase Common Stock). In the last sixty (60) days, Gordon Leslie
Rock purchased 735,000 shares of the Issuer on February 1, 2002 in a private
transaction at $.03 per shares ($22,050). This purchase provided the seller with
the option to repurchase the shares on or before June 30, 2003 for $.30 per
share. On February 14, 2002, Mr. Rock received warrants for 200,000 shares of
the Company in conjunction with a three (3) year prime plus two (2) secured note
for $60,000.00, the form of which is attached hereto as Exhibit 10.2.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Gordon Leslie Rock is a secured creditor of the Issuer. A security
agreement dated April 18, 2001 is filed as Exhibit 10.3 in the Issuer's Form
10-Q filed with the SEC on December 24, 2001. Mr. Rock currently holds secured
notes totaling $1,330,000 with the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
10.1 Form of Warrant
10.2 Form of Promissory Note
10.3 Security Agreement
99.1 Joint Filing Statement.
Page 5 of 8 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.
Dated: March 6, 2002
MERCER MANAGEMENT INC.
By: /s/ Gordon L. Rock
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Gordon Leslie Rock, President
/s/ Gordon L. Rock
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Gordon Leslie Rock
EXHIBIT INDEX
Exhibit Description
10.1 Form of Warrant (incorporated herein by reference to Exhibit
10.3 of the Issuer's Quarterly Report filed on Form 10-Q/A
(file no. 000-28079) filed on December 24, 2001)
10.2 Form of Promissory Note (incorporated') herein by reference
to Exhibit 10.2 of the Issuer's Quarterly Report filed on
Form 10-Q/A (file no. 000-28079) filed on December 24, 2001)
10.3 Security Agreement (incorporated herein by reference to
Exhibit 10.1 of the Issuer's Quarterly Report filed on Form
10-Q/A (file no. 000-28079) filed on December 24, 2001)
99.1 Joint Filing Statement
Exhibit 99.1
Joint Filing Statement
We, the signatories of the Statement on Schedule 13D to which this
Joint Filing Statement is attached, hereby agree that such Statement is filed,
and any amendments thereto filed by either or both of us will be filed, on
behalf of each of us.
Dated: March 6, 2002.
MERCER MANAGEMENT INC.
By: /s/ Gordon L. Rock
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Gordon Leslie Rock, President
/s/ Gordon L. Rock
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Gordon Leslie Rock