UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f)of the Investment Company Act of 1940
1. Name and Address 2.Date of Event 4. Issuer Name and Ticker or
Of Reporting Person Requiring Statement Trading Symbol
(Month/Day/Year)
(Last, First, Middle)
Shells Seafood Restaurants, Inc.
Heaton, Linn D. 12/02/02 ("SHLL.OB")
1520 S. Ocean Blvd.
Palm Beach, FL 33480
3.IRS ID Number 5. Relationship of Reporting 6.If Amendment,
Of Reporting Person(s) to Issuer Date of Original
Person, if an (Month/Day/Year)
entity (voluntary) __Director
__Officer NA
_X_10% owner
__Other 7.Individual or Joint
Group Reporting
_x_Form Filed by
One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security 2.Amount of Securites 3. Ownership Form: 4. Nature of Indirect Beneficial
Beneficially Owned Direct (D) or Ownership
(Instr. 4) Indirect (I) (Instr. 5)
NONE (Instr. 5)
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1.Title of 2.Date Exer- 3.Title and Amount of Sec- 4.Conver- 5. Owner- 6. Nature of Indirect
Derivative cisable and urities Underlying Deriv- sion or ship Beneficial Ownership
Security Expiration ative Security (Instr. 4) Exercise Form of (Instr. 5)
(Instr. 4) Date (Month/ Deri- Deriv-
Date/Year) vative ative
Security Securities:
Date Expir- Title Amount Direct
Exer- ation or (D) or
cisable Date Number Indirect
of (I)
Shares (Instr. 5)
Warrant(1) 2/01/03 1/31/05 Warrant to 2,227,007 $0.16 D
purchase shares (2)
of common stock
Explanation of Responses:
(1) This warrant was issued to Shells Investment Partners, LLC ("SIP")
on February 11, 2002 in connection with the Company's private financing
transaction in which Shells Investment Partners, LLC and another investor
each invested $1,000,000. The Company issued to each investor (i) a secured
promissory note and (ii) a warrant to purchase 4,454,015 shares of its
Common Stock. The undersigned has the right to acquire between 1/3 and 1/2 of
SIP's warrants pursuant to the agreement between SIP and George Heaton dated
February 22, 2002. For purposes of this Form 3, it is assumed that maximum
number of warrants are acquired.
(2) This warrant provides for certain anti-dilution adjustments including
upon stock dividends, reclassifications and subdivisions and in the event of
sales of equity securities at below then fair market value.
/s/ Linn D. Heaton December 4, 2002
------------------------------------
Linn D. Heaton