BIDZ Bidz.Com, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer.

This report on Schedule 13D (the “Report”) pertains to the common stock, par value $0.001 per share (“Common Stock”), of Bidz.com, Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 3562 Eastham Drive, Culver City, California 90232.

Item 2.

Identity and Background.

(a)-(c)— The names of persons filing this Statement (collectively, the “Reporting Persons”) are: (1) Glendon Group, Inc/Kia Jam, (2) David Zinberg, (3) Marina Zinberg, (4) Weston Capital Management LLC and (5) Albert Hallac.

Mr. Kia Jam is Chief Executive Officer, President and Director of Glendon Group, Inc and Bidz Acquisition Company, Inc. He is President and Chief Executive Officer of K. Jam Media, an independent media company with interests in production, distribution, post-production and film property acquisition. 

Mr. Zinberg is Chief Executive Officer of the Company.

Ms. Zinberg is the sister of David Zinberg and a principal shareholder of the Company.

Weston Capital Management LLC is an alternative investment firm.

Mr. Hallac is a founder and Chairman of Weston Capital Management LLC.

The principal business address for Kia Jam, for Parent and for Merger Subsidiary is 2425 Colorado Boulevard, Suite B-205, Santa Monica, California 90404.

The principal business address for David Zinberg is c/o Bidz.com, Inc., 3562 Eastham Drive, Culver City, California 90232.

The principal business address for Marina Zinberg is c/o Bidz.com, Inc., 3562 Eastham Drive, Culver City, California 90232.

The principal business address for Weston and Albert Hallac is 767 3rd Avenue, 25th Floor, New York, New York 10017.

(d)-(e) During the last five years no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

During the last five years no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a 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.

(f) Each individual who is a Reporting Person is a citizen of the United States of America. Glendon Group, Inc., Bidz Acquisition Company, Inc., and Weston are organized under the laws of the State of Delaware.

Item 3.

Source and Amount of Funds or Other Consideration.

Please see disclosures contained above under “Preliminary Statement and Explanatory Note” and those set forth below in Item 4 with respect to all Reporting Persons.

Item 4.

Purpose of Transaction.

As described and set forth above in “Preliminary Statement and Explanatory Note, the Company has entered into an Agreement and Plan of Merger, dated as of May 17, 2012 (the “Merger Agreement”), with Glendon Group, Inc., a Delaware corporation (“Parent”), and Bidz Acquisition Group, Inc., a Delaware corporation and, wholly-owned subsidiary of Parent (“Merger Subsidiary”). The Merger Agreement provides that Merger Subsidiary will be merged with and into the Company, with the Company continuing as the surviving corporation in such merger as, wholly-owned subsidiary of Parent (the “Merger”), and that each issued and outstanding share of Common Stock of immediately prior to the effective time of the Merger (other than shares owned by Parent, Merger Subsidiary or any other subsidiary of Parent or the Company and shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) will automatically be canceled and converted in the Merger into the right to receive $0.78 per share in cash, without interest. The Merger Agreement and the Merger are described in greater detail in the Current Report on Form 8-K filed by the Company on May 18, 2012.

In connection with the Merger Agreement, David Zinberg and Marina Zinberg have entered into a contribution agreement (the “Contribution Agreement”) with Parent pursuant to which they have agreed to contribute, in the aggregate, approximately 6,763,738   shares of the Company’s Common Stock owned by them in exchange for equity interests in Parent in lieu of receiving the cash merger consideration for such shares. The Contribution Agreement automatically terminates upon the termination of the Merger Agreement or the occurrence of certain other events. These Reporting Persons have also entered into a voting agreement (the “Voting Agreement”) pursuant to which they have agreed to vote all of the shares of Common Stock that they now own or will own prior to the effective time of the Merger in favor of the adoption of the Merger Agreement. The Voting Agreement automatically terminates upon the termination of the Merger Agreement or the occurrence of certain other events. Accordingly, these Reporting Persons are deemed to be a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.

After the completion of the Merger, the Company will cease to be a publicly held company.

The foregoing descriptions of the Merger Agreement, the Contribution Agreement and the Voting Agreement are summaries only and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 2, 3 and4, respectively, to this Statement and are hereby incorporated herein by reference.

The Company, the Reporting Persons and the Company’s other directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed Merger. Information concerning the interests of these directors, executive officers and other members of the Company’s management and employees in the proposed merger will be included in the Company’s proxy statement it expects to file with the SEC in connection with the proposed Merger. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER. Information regarding the Company’s directors and executive officers is also available in its Annual Report on Form 10-K for the year ended December 31, 2011 and in its proxy statement for its 2011 Annual Meeting of Stockholders, which documents are on file with the SEC. Once filed with the SEC, the proxy statement and such other documents will be available without charge at www.sec.gov.

Item 5.

Interest in Securities of the Issuer.

(a) Collectively, the Reporting Persons beneficially own 6,763,738 shares of Common Stock representing 36.80% of the outstanding shares of Common Stock (based on 18,378,795 shares of Common Stock outstanding as reported by the Company in its Quarterly Report on Form 10-Q, filed  May 11, 2012), comprised as follows:

(i)   Mr. Zinberg directly owns of record 2,898,134 shares of Common Stock representing 15.77% of the outstanding shares of Common Stock.

(ii)   Ms. Zinberg directly owns 3,865,604 shares of Common Stock, representing about 21.03% of the outstanding shares of Common Stock.

The Reporting Persons, to the extent they are deemed to be a “group,” may be deemed to beneficially own all of the shares of Common Stock beneficially owned by the other Reporting Persons. Weston disclaims beneficial ownership of shares of Common Stock that are or may be owned directly by other Reporting Persons and further disclaims that it is part of a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.

Except for David Zinberg, who on April 4, 2012 surrendered 18,340 shares to pay certain payroll taxes on 50,000 restricted Company shares that had vested for him, no Reporting Person has effected any transactions in the Company’s Common Stock in the last sixty (60) days.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The descriptions of the Merger Agreement, the Contribution Agreement and the Voting Agreement contained in Item 4, above, are hereby incorporated by reference.

Item 7.

Materials to be Filed as Exhibits.

The following documents are included or incorporated as exhibits to this Statement:

1.     Joint Filing Agreement among the Reporting Persons.

2.     Agreement and Plan of Merger, dated May 17, 2012, by and among Glendon Group. Inc., Bidz Acquisition Company, Inc., and Bidz.com, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 18, 2012).

3.     Contribution Agreement, dated May 17, 2012, by and among Glendon Group, Inc., David Zinberg and Marina Zinberg.

4.     Voting Agreement, dated May 17, 2012, by and among Glendon Group, Inc., David Zinberg and Marina Zinberg.

/s/ Kia Jam

By: Kia Jam, President

Glendon Group, Inc. and individually

/s/ David Zinberg

David Zinberg

/s/ Marina Zinberg

Marina Zinberg

/s/ Albert Hallac

Albert Hallac

/s/ Albert Hallac

By: Albert Hallac, Chief Executive Officer

Weston Capital Management LLC

Exhibit 1

Joint Filing Agreement among the Reporting Persons.

Exhibit 2

Agreement and Plan of Merger, dated May 17, 2012, by and among Glendon Group. Inc., Bidz Acquisition Company, Inc., and Bidz.com, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 18, 2012).

Exhibit 3

Contribution Agreement, dated May 17, 2012, by and among Glendon Group, Inc., David Zinberg and Marina Zinberg.

Exhibit 4

Voting Agreement, dated May 17, 2012, by and among Glendon Group, Inc., David Zinberg and Marina Zinberg.