Sterling Capital Investment Group, Inc. SC 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Sterling Capital Investment Group, Inc.
(formerly)
Sterling Media Capital Group, Inc.
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(Name of Issuer)
Common Stock, par value $.001
Series B Preferred Convertible Stock, par value $.001
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(Title of Class of Securities)
85916R104
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(CUSIP Number)
Mr. Paul A. Nussbaum
5226 Brookview Drive, #625
Dallas, Texas 75220
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 3, 2000
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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: Schedules 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.
*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).
(Page 1 of 6 Pages)
SCHEDULE 13D
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1. NAME OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paul A. Nussbaum
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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 Item 3 and Exhibit 1)
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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
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NUMBER OF 7. SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON (See Item 1 and Exhibit 1)
WITH
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8. SHARED VOTING POWER
-0-
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9. SOLE DISPOSITIVE POWER
(See Item 1 and Exhibit 1)
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10.
SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 1 and Exhibit 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)
13.2% (See Exhibit 1)
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14. TYPE OF REPORTING PERSON
Individual
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Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.001 per share
(the "Common Stock") and Series "B" Convertible Preferred stock, par value
$0.001 per share ("preferred stock")issued by Sterling Capital Investment
Group, Inc., a Nevada corporation, (formerly, Sterling Media Capital Group, Inc.,
a Pennsylvania corporation (the "Company"), the principal offices of which are
located at 4570 Westgrove, Ste. 220, Addison, TX 75001.
Item 2. Identity and Background
(a) This Schedule 13D is filed by Paul A. Nussbaum,
an individual. (the "Reporting Person").
(b) The Reporting Person has never been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
(c) During the last five years, the Reporting Person has not been
party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding the Reporting
Person was or is 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.
(d) The Reporting Person is a Citizen of the United States
Item 3. Source and Amount of Funds or Other Consideration
The preferred securities described in this 13d statement were acquired
for cash by the Reporting Person for his own account by virtue of converting the
principal and accrued interest of a Note issued by a predecessor company
("Sterling Managers"). The predecessor company merged with the issuer on
July 7, 2000. The common securities described in this 13d statement were acquired
by the Reporting Person issuing a Non-Recourse Note, to the Company, secured by
the acquired shares. (See Exhibit 1)
Item 4. Purpose of Transaction
The purpose for the acquisition of the shares of preferred stock reported
herein is for investment. The common shares were offered by the Issuer to the
Reporting Person, on favorable terms, as inducement for the Reporting Person
joining the Management of Sterling. On January 12, 2001 the Reporting Person
resigned his management positions at Sterling to pursue other interests.
Item 5. Interest in Securities of the Issuer
(a) Securities Beneficially Owned.
(See Exhibit 1)
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
The following document is filed as an Exhibit:
Exhibit 1 Description of Transaction and Securities Beneficially Owned
Signatures
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PAUL A. NUSSBAUM
Date: March 23, 2001 /s/Paul A. Nussbaum
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Signature
EX-1 OTHERDOC
DESCRIPTION OF TRANSACTION AND SECURITIES BENEFICIALLY OWNED
Exhibit 1
Description of Transaction and Securities Beneficially Owned
The Merger
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On July 7, 2000, Electro-Kinetic Systems, Inc. ("EKS") and Sterling Media Fund Managers, L.L.C., an Oklahoma limited
liability company ("Sterling Managers"), completed the transactions contemplated by the Letter Agreement dated June 7, 2000 (a
complete copy of which is attached as Exhibit A to the 8-K filing with the SEC dated July 24, 2000) pursuant to which EKS acquired
15% of the equity interests in Sterling Managers. On the same day EKS changed its name to Sterling Media Capital Group, Inc.
("Sterling Media"). Thereafter, on the 10th day of July 2000, Sterling Media acquired the remaining 85% equity interest in Sterling
Managers with Sterling Managers continuing as a wholly-owned subsidiary of Sterling Media.
As a result of the acquisition, the equity holders of Sterling Managers and the persons holding contingent right to an
equity interest in Sterling Managers now own approximately 91.5% of the voting stock of Sterling Media, which has changed its name to
Sterling Media Capital Group, Inc.
Because of the change in ownership of voting stock and the composition of the board after the acquisition, there was a
change in control of EKS upon completion of the acquisition.
Reduction in Outstanding Shares
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Pursuant to a resolution by the Board of Directors dated November 2, 2000, the number of Sterling Media outstanding shares
have been effectively reduced whereby one share of "new" Sterling Media common was issued for each 30.4498 shares of "old" Sterling
Media common shares outstanding on that date. On the same date, each share of Sterling Media Series A Preferred stock, which were
issued as a part of the merger, were converted into 3.2840938 "new" shares of Sterling Media common thereby removing all Series A
shares then outstanding. These actions effectively reduced the number of outstanding shares from approximately 84,000,000 common and
3,535,538 shares of Series A Preferred to approximately 17,000,000 "new" common shares.
Series B Convertible Preferred Stock
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On December 29, 2000 the Reporting Person acquired 11,172 shares of the Company's Series B Convertible Preferred Stock by
virtue of exchanging the principal and accrued interest on a Note issued by Sterling Managers for the subject Series B Preferred
Stock of the Company pursuant to the terms of the Letter Agreement dated June 7, 2000.
Corporate Reincorporation
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On January 4, 2001 the shareholders of the Company approved the Company's re-incorporation in the State of Nevada to become
effective January 18, 2001. The actions resulted in the Company's name being changed to "Sterling Capital Investment Group, Inc."
(trading under the symbol "STCE"), the replacement of stock in the existing Pennsylvania corporation with an equal number of shares
in the Nevada corporation, and the election of the individuals presently serving as directors and officers to serve in a similar
capacity in the Nevada corporation. For more information on the reincorporation, see the Company's DEFINITIVE INFORMATION STATEMENT
PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934, statement DEF-14(c), filed November 15, 2000.
Securities Beneficially Owned
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Stock held
"Old" Sterling "New" Sterling by Reporting Person
Media Stock Media Stock as of March 23, 2001
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Common Stock -0- 2,586,224 2,586,224
(Converted @1:30.4498)
Series B Preferred Stock -0- -0- 11,172
(Convertible @ 11.2069:1)
Based on 20,609,465 fully diluted shares of Common stock believed to be outstanding as of January 25, 2001, the Reporting
Person beneficially owned approximately 13.2% of the Company's outstanding Common Stock.
Voting and Dispositive Power.
Reporting Person Number of Shares
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Sole Shared
Sole Shared Dispositive Dispositive
Paul A. Nussbaum Voting Power Voting Power Power Power
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Common 2,586,224 -0- 2,586,224 -0-
Series "B" Preferred 11,172 -0- 11,172 -0-
Transactions in company securities.
The following purchases and/or acquisitions have been made by the Reporting Person.
Type of Shares Purchased Price per Date
Security or Acquired Share Acquired
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Common 2,586,224 (1) 11/3/00
Series "B" 11,172 (2) 12/29/00
Preferred
1.) Acquired by issuing in the amount of $387,933 or $0.15 per share issued by the Reporting Person issuing the Note.
2.) Acquired by converting the principal and accrued interest of a $100,000 note, issued by Sterling Managers.
Each share of Series "B" preferred converts into 11.2069 shares of Company common.
The following options have been granted to the Reporting Person.
Shares Exercise Grant Expiration
Granted Price Date Date
(per share)
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57,611 $0.87 6/16/00 12/31/01
.