SC 13G 1 d01-34917.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __) NETGATEWAY, INC (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 641111109 (CUSIP Number) September 6, 2001 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) CUSIP No. 641111109 13G Page 1 of 2 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON King William LLC N/A -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 4,100,000 (see Note A) -------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY N/A OWNED BY -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 4,100,000 (see Note A) WITH -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER N/A -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,100,000 (see Note A) -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7% (see Note A) -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO (see Note A) -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT ITEM 1 (a) NAME OF ISSUER Netgateway, Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 754 East Technology Avenue Orem, UT 84097 ITEM 2 (a) NAME OF PERSON FILING King William LLC (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE c/o Corporate Centre Windward One West Bay Road PO Box 31106 SMB Grand Cayman, Cayman Islands (c) CITIZENSHIP Cayman Islands (d) TITLE OF CLASS OF SECURITIES Common Stock, $.001 par value (e) CUSIP NUMBER 641111109 ITEM 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (b) |_| Bank as defined in section 3(a)(6) of the Act (c) |_| Insurance company as defined in section 3(a)(19) of the Act (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) (f) |_| An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) (g) |_| A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) (h) |_| A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J) If this statement is filed pursuant to Rule 13d-1(c), check this box |X| ITEM 4 OWNERSHIP (a) Amount beneficially owned: 4,100,000 (see Note A) (b) Percent of class: 9.7% (see Note A) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 4,100,000 (see Note A) (ii) Shared power to vote or to direct the vote: N/A (iii) Sole power to dispose or to direct the disposition of: 4,100,000 (see Note A) (iv) Shared power to dispose or to direct the disposition of: N/A ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_| ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON N/A ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY N/A ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A ITEM 9 NOTICE OF DISSOLUTION OF GROUP N/A ITEM 10 CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. September 6, 2001 ---------------------------------------- (Date) King William LLC ---------------------------------------- (Signature) By: Navigator Management Ltd. By: David Sims ------------------------------------ Its: Director ----------------------------------- NOTE A The Reporting Person received 4,100,000 shares of Common Stock of the company upon the conversion of a Debenture first issued on July 31, 2000. In addition, the reporting person holds warrants to acquire 500,000 shares of common stock. The warrants provide that the reporting person cannot exercise such rights to purchase shares of common stock of the Issuer if such exercise would increase the reporting person's ownership in common stock of the Issuer to more than 9.99% of the outstanding shares. The Reporting Person disclaims any beneficial interest in or voting rights in the shares of Common Stock of the Issuer held by or issuable upon the exercise of any conversion or other rights held by any other holder of shares or such rights of the Issuer.