UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CONNECTIVCORP
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(Name of Issuer)
Common Stock (par value $.001 per share)
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(Title of Class of Securities)
784495103
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(CUSIP Number)
Morris Sutton
160 Raritan Center Parkway
Edison, NJ 08837
(732) 225-8910
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 4, 2004
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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 ss.ss. 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 ss. 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 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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CUSIP NO. 784495103 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Morris Sutton
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
USA
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7 SOLE VOTING POWER
NUMBER OF 2,529,625
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ---------------------------------------------------------------
REPORT 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ---------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,529,625
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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)
6.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 2 of 6 pages
Item 1. Security and Issuer
The title of the class of equity securities to which the statement on
Schedule 13D relates is the common stock, $.001 par value per share (the "Common
Stock") of ConnectivCorp, a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 160 Raritan Center Parkway,
Edison, New Jersey 08837.
Item 2. Identity and Background
This Schedule 13D is being filed on behalf of Mr. Morris Sutton, a U.S.
citizen (the "Reporting Person").
During the last five years, the Reporting Person has not (i) been convicted
in any criminal proceeding or (ii) been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
she was subject to any 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.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a Voting Agreement dated as of February 4, 2004 between Morris
Sutton and Sarah Sutton, Morris Sutton's daughter, Morris Sutton has the sole
power to vote 2,529,625 shares of common stock of the Company held by Sarah
Sutton.
Item 4. Purpose of Transaction
On February 4, 2004, Morris Sutton entered into a voting agreement with
Sarah Sutton, Morris Sutton's daughter, whereby Morris Sutton has the sole power
to vote all of the shares of common stock of the Company held by Sarah Sutton.
The voting agreement does not restrict Sarah from exercising all other rights of
beneficial ownership with respect to the shares.
Other than as described above, the Reporting Person does not have any plan
or proposal which relates to, or would result in:
(a) the acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries;
Page 3 of 6 pages
(d) any change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the
Company;
(f) any other material change in the Company's business or corporate structure,
including but not limited to, if the Company is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company Act
of 1940;
(g) changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Act
of 1933; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Morris Sutton does not beneficially own shares of common stock of the
Company.
(b) Morris Sutton has sole power to vote 2,529,625 shares of common stock of the
Company directly owned by Sarah Sutton, his daughter, pursuant to a voting
agreement entered into between the parties.
(c) During the sixty (60) days preceding the filing of this Statement, the
Reporting Person effected the transaction described in Item 3 of this Statement.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Voting Agreement dated as of February 4, 2004 between Sarah Sutton and Morris
Sutton.
Page 4 of 6 pages
Item 7. Material to be Filed as Exhibits
99.1 Voting Agreement dated February 4, 2004 between Sarah Sutton and
Morris Sutton.
Page 5 of 6 pages
SIGNATURE
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.
MORRIS SUTTON
April 5, 2004
(Date)
/s/ Morris Sutton
(Signature)
Page 6 of 6 pages