SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(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)
FAIRMARKET, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
305158107
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(CUSIP Number)
LLOYD I. MILLER, III, 4550 GORDON DRIVE, NAPLES, FLORIDA, 34102
(TEL) 941-962-8577
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
MARCH 27, 2002
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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.
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.
CUSIP No. 305158107 SCHEDULE 13D Page 2 of 3
AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 13D
Introduction
This Statement on Schedule 13D/A amends and supplements the Schedule
13D filed with the Securities and Exchange Commission on February 13, 2002 by
Lloyd I. Miller, III (the "Reporting Person"). This statement relates to common
stock, $0.001 par value per share, of FairMarket, Inc., a Delaware corporation
(the "Company"). Unless specifically amended hereby, the disclosure set forth in
the Schedule 13D shall remain unchanged.
Item 4. Purpose of the Transaction
The Shares covered by this Schedule 13D were acquired for
investment purposes. The Reporting Person filing this report believes that (a)
the common stock of the Company is significantly undervalued, (b) steps taken by
the Company to date to enhance stockholder value have been insufficient, (c)
anti-takeover provisions adopted by the Company are detrimental to stockholders,
and (d) management of the Company must take further immediate steps to enhance
stockholder value. Accordingly, the Reporting Person previously disclosed that
it would be in his best interest, and those of other stockholders, to attempt to
influence the business strategies and operations of the Company.
The Reporting Person sent timely notice to the Company of (a)
his intent to nominate Lloyd I. Miller, III for election as a Class II director
at the 2002 Annual Meeting and (b) his intent to bring a proposal before the
2002 Annual Meeting of stockholders of the Company. The proposal was for the
stockholders to urge the Company's board of directors to investigate strategic
alternatives to maximize stockholder value. After examining and evaluating
alternatives, the Reporting Person filing this report has determined not to file
a proxy statement, solicit proxies or take any further action at this time with
respect to his director nomination or his proposal. However, the Reporting
Person reserves the right to change plans and take any and all actions that the
Reporting Person may deem appropriate to maximize the value of his investments,
including, among other things, (a) nominating directors for election, (b)
bringing proposals before the Annual Meeting of stockholders, (c) purchasing or
otherwise acquiring additional securities of the Company, (d) selling or
otherwise disposing of any securities of the Company owned by him, in each case
in the open market or in privately negotiated transactions, or (e) formulating
other plans or proposals regarding the Company or its securities to the extent
deemed advisable by the Reporting Person in light of his general investment
policies, market conditions, subsequent developments affecting the Company and
the general business and future prospects of the Company.
Page 3 of 3
After reasonable inquiry and to the best knowledge and belief of the
undersigned, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 27, 2002
By: /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III