TheGlobe.com Inc (TGLO)

[mtlebomac]

Please enlighten us

https://www.sec.gov/Archives/edgar/data/1066684/000114420418001789/tv483103_sc13d.htm


Item 4. Purpose of Transaction



The responses to Item 3, Item 5 and Item 6 of this Schedule 13D are incorporated herein by reference.



Pursuant to the terms of the Purchase Agreement, Mr. Egan, Chief Executive Officer and Chairman, Edward A. Cespedes, President, Treasurer and Chief Financial Officer and Director, and Robin S. Lebowitz, Vice President of Finance and Director, resigned from the board of directors of the Issuer (the “Board”) and their respective officer positions with the Issuer, and William R. (Rusty) Nichols was appointed as Chairman of the Board and President, Chief Executive Officer and Chief Financial Officer of the Issuer. Mr. Nichols remains the sole director of the Board and the sole officer of the issuer.



Delfin Midstream acquired the Purchased Shares pursuant to the Purchase Agreement to gain control of the Issuer and to appoint Mr. Nichols as the sole director of the Board and officer of the Issuer to carry out the business and operations of the Issuer. In addition, Delfin Midstream currently anticipates that it may enter into an agreement with the Issuer to merge into the Issuer, sell its assets to the Issuer or otherwise consolidate all or substantially all of the Issuer’s business with Delfin Midstream. It is anticipated that any such transaction, if and when consummated, would involve one or more of the following: (1) the issuance of additional Shares or other equity securities of the Issuer to the equity holders of the Reporting Persons, resulting in a change of control; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (3) a change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (4) a material change in the present capitalization or dividend policy of the Issuer; (5) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; or (6) actions similar to any of those enumerated above. However, there can be no assurance that the Issuer will be successful in consummating any such transaction in the near future, if at all.


In addition, the Reporting Persons intend to review on a continuing basis their ownership of Shares and may from time to time, increase or decrease their ownership of Shares depending upon the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors. Based on an evaluation of these and other similar considerations, the Reporting Persons will continue to consider various alternative courses of action and will in the future take such actions with respect to the Shares as they deem appropriate in light of the circumstances existing from time to time.


Except as set forth in this Schedule 13D and in connection with the purchase and sale of the Purchased Shares described above, the Reporting Persons have no plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.