SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 1)*
EMERGE INTERACTIVE, INC.
(Name of Issuer)
Common Stock, Par Value $0.008 per Share
(Title of Class of Securities)
29088W 10 3
(CUSIP Number)
Suzanne L. Niemeyer, Esq.
Managing Director and General Counsel
Internet Capital Group, Inc.
690 Lee Road
Suite 310
Wayne, Pennsylvania 19087
(610) 727-6900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to:
Christopher G. Karras, Esq.
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
March 10, 2004
(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 §§ 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 Rule 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 persons 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. |
This 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).
CUSIP NO. 68338T 10 6
1. | Names of Reporting Person I.R.S. Identification Nos. of above person
Internet Capital Group, Inc. 23-2996071 |
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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 (See Instructions)
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 8. Shared Voting Power
1,254,776 Shares of Class A Common Stock 375,700 Shares of Class B Common Stock 9. Sole Dispositive Power
0 10. Shared Dispositive Power
1,254,776 Shares of Class A Common Stock 375,700 Shares of Class B Common Stock | |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,630,476 Shares |
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12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13. | Percent of Class Represented by Amount in Row (11)
3.7% |
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14. | Type of Reporting Person (See Instructions)
CO |
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1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons
ICG Holdings, Inc. 51-0396570 |
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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 (See Instructions)
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 8. Shared Voting Power
1,254,776 Shares of Class A Common Stock 375,700 Shares of Class B Common Stock 9. Sole Dispositive Power
0 10. Shared Dispositive Power
1,254,776 Shares of Class A Common Stock 375,700 Shares of Class B Common Stock | |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,630,476 Shares |
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12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13. | Percent of Class Represented by Amount in Row (11)
3.7% |
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14. | Type of Reporting Person (See Instructions)
CO |
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This Amendment No. 1 to the Statement on Schedule 13D amends the statement previously filed on February 24, 2004 and relates to the common stock, $0.008 par value per share, of eMerge Interactive, Inc., a Delaware corporation (the Company).
The Statement on Schedule 13D is hereby amended and supplemented as follows:
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) (b) The Reporting Persons each may be deemed to be the beneficial owner with shared power to vote and dispose of a total of 1,630,476 shares of common stock, par value $0.008 per share (or 3.7% of the outstanding common stock) as calculated in accordance with Rule 13d-3(d).
(c) On March 10, 2004, Holdings sold 624,300 shares of Company Class B common stock in the open market at an average price per share of $2.04.
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Signature
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated March 12, 2004 |
INTERNET CAPITAL GROUP, INC. | |||||||
By: |
/s/ Suzanne L. Niemeyer | |||||||
Suzanne L. Niemeyer Managing Director, General Counsel & Secretary |
Dated March 12, 2004 | ICG HOLDINGS, INC. | |||||||
By: | /s/ Suzanne L. Niemeyer | |||||||
Suzanne L. Niemeyer Vice President and Secretary |
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