SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 6)(1)
Dynabazaar, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
26779R104
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(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102
(Tel.) (239) 262-8577
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 30, 2005
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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 for other parties
to whom copies are to be sent.
(Continued on following pages)
Page 1 of 7 pages
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(1) 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 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. 26779R104 13D/A PAGE 2 OF 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III 279-42-7925
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
3 SEC USE ONLY
---------------
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
100,000
8 SHARED VOTING POWER
0
NUMBER OF
SHARES 9 SOLE DISPOSITIVE POWER
BENEFICIALLY
OWNED BY 100,000
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
IN-IA-OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 6 TO THE ORIGINAL REPORT ON SCHEDULE 13D
ITEM 1. INTRODUCTION
This constitutes Amendment No. 6 (the "Amendment") to the statement on
Schedule 13D, filed on behalf of Lloyd I. Miller, III (the "Reporting Person"),
with the Securities and Exchange Commission on February 13, 2002, as previously
amended (the "Statement"), relating to the common stock (the "Shares"), par
value $0.001 per share of Dynabazaar, Inc., a Delaware corporation (the
"Company"). The company has its principal executive offices at 888 Seventh
Avenue, New York, NY 10019. Unless specifically amended hereby, the disclosure
set forth in the Statement shall remain unchanged.
ITEM 2. IDENTITY AND BACKGROUND
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person beneficially owns on his own behalf 100,000 Shares
which the Reporting Person acquired on June 29, 2005 by exercising options at a
purchase price of $0.31 cents per share. These options had previously been
granted to the Reporting Person by the Company's board of directors. The
aggregate purchase price for the Shares which the Reporting Person is deemed to
beneficially own on his own behalf was $31,000.00
ITEM 4. PURPOSE OF THE TRANSACTION
The information in Item 4 is hereby amended as follows:
The purpose of this Amendment is to report that on June 30, 2005, the
Reporting Person resigned from the Board of Directors of the Company. Also, on
June 30, 2005, the Reporting Person disposed of 3,657,988 shares of common
stock, par value $0.001 per share, of the Company pursuant to a stock purchase
agreement more specifically described in Item 6 below and a material change
occurred in the percentage of Shares deemed to be beneficially owned by the
Reporting Person.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Information in Item 5 is hereby amended and restated as follows:
(a) The Reporting Person is deemed to beneficially own 100,000 Shares
(0.4% of the outstanding Shares, based on 27,067,944 Shares outstanding (which
includes 26,967,944 Shares outstanding on May 13, 2005, pursuant to the
Company's Current Report on Form 10-Q filed on May 13, 2005 and 100,000 shares
in connection with the exercise of options by the Reporting Person on June 29,
2005)).
(b) The Reporting Person has sole voting and dispositive power with
respect to the 100,000 Shares beneficially owned.
(c) The tables below details the transactions of Shares effected by the
Reporting Person during the past 60 days:
Lloyd I. Miller, III
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Date of Transaction Number of Shares Acquired Price Per Share How Transaction Effected
------------------- ------------------------- --------------- ------------------------
June 29, 2005 100,000 $0.31 Exercise of Option
PAGE 4 OF 7
Trust A-4
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Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected
------------------- --------------------- --------------- ------------------------
June 30, 2005 1,097,536 See Item 6 See Item 6
Alexandra UGMA
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Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected
------------------- --------------------- --------------- ------------------------
June 30, 2005 21,800 See Item 6 See Item 6
Kimberly Miller GST
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Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected
------------------- --------------------- --------------- ------------------------
June 30, 2005 15,400 See Item 6 See Item 6
Trust C
-------
Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected
------------------- --------------------- --------------- ------------------------
June 30, 2005 683,759 See Item 6 See Item 6
Crider GST
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Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected
------------------- --------------------- --------------- ------------------------
June 30, 2005 15,000 See Item 6 See Item 6
Catherine Miller GST
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Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected
------------------- --------------------- --------------- ------------------------
June 30, 2005 21,900 See Item 6 See Item 6
Lloyd I. Miller, III
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Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected
------------------- --------------------- --------------- ------------------------
June 30, 2005 617,165 See Item 6 See Item 6
PAGE 5 OF 7
Milfam LLC
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Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected
------------------- --------------------- --------------- ------------------------
June 30, 2005 15,400 See Item 6 See Item 6
Milfam I L.P.
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Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected
------------------- --------------------- --------------- ------------------------
June 30, 2005 176,253 See Item 6 See Item 6
Milfam II L.P.
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Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected
------------------- --------------------- --------------- ------------------------
June 30, 2005 979,375 See Item 6 See Item 6
Kimberly S. Miller
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Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected
------------------- --------------------- --------------- ------------------------
June 30, 2005 14,400 $0.00 See Item 6
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner of more than
five percent of the Shares on June 30, 2005.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
On June 30, 2005, the Reporting Person, entered into a stock purchase
agreement (the "Agreement") with the Company, whereby the Company purchased from
Mr. Miller and affiliated entities an aggregate of 3,657,988 shares of common
stock, par value $0.001 per share, of the Company at an aggregate purchase price
of $1,152,266.22 ($0.315 per share). Pursuant to the Agreement, Mr. Miller is
also entitled to receive 13.6% of any net proceeds distributed to the Company
pursuant to the escrow agreement dated as of September 4, 2003 by and among the
Company, eBay, Inc. and Zions First National Bank.
ITEM 7. EXHIBITS
Exhibit Document
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99.1 Stock Purchase Agreement, dated as of June 30, 2005, by
and between Lloyd I. Miller, on behalf of himself and on
behalf of affiliated entities and Dynabazaar, Inc.
PAGE 6 OF 7
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: July 11, 2005
/s/ Lloyd I. Miller, III
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Lloyd I. Miller, III
PAGE 7 OF 7
EXHIBIT INDEX
Exhibit Document
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99.1 Stock Purchase Agreement, dated as of June 30, 2005, by and
between Lloyd I. Miller, on behalf of himself and on behalf of
affiliated entities and Dynabazaar, Inc.