-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UUleSdRZ/lUkSqbR4lmME5tl9UMMqJazc3ssEpsJyJB//2+SIRIz0u5anyGXsnjM hPaduW1PIQ3oe5GBIXoSvg== 0000930661-99-000389.txt : 19990303 0000930661-99-000389.hdr.sgml : 19990303 ACCESSION NUMBER: 0000930661-99-000389 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990302 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CUSTOMTRACKS CORP /TX/ CENTRAL INDEX KEY: 0000855612 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 752216818 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40533 FILM NUMBER: 99555050 BUSINESS ADDRESS: STREET 1: 13355 NOEL ROAD STREET 2: SUITE 1555 CITY: DALLAS STATE: TX ZIP: 75240-6604 BUSINESS PHONE: 9727336600 MAIL ADDRESS: STREET 1: 19111 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75287-3106 FORMER COMPANY: FORMER CONFORMED NAME: AMTECH CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOK DAVID P / CENTRAL INDEX KEY: 0001069504 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O AMTC CORP STREET 2: 13355 NOEL ROAD SUITE 1555 CITY: DALLAS STATE: TX ZIP: 75240-6604 BUSINESS PHONE: 9727027055 MAIL ADDRESS: STREET 1: C/O AMTC CORP STREET 2: 13355 NOEL ROAD SUITE 1555 CITY: DALLAS STATE: TX ZIP: 75240-6604 FORMER COMPANY: FORMER CONFORMED NAME: COOK DAVID P DATE OF NAME CHANGE: 19980902 SC 13D/A 1 SCHEDULE 13D/A AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) (Amendment No. 2)/1/ INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) CustomTracks Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 232046102 -------------------------- (CUSIP Number) David P. Cook One Galleria Tower 13355 Noel Road Suite 1555 Dallas, Texas 75240-6604 (972)702-7055 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 2, 1999 --------------------------------------------------------------- (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 which 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(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 4 Pages) - -------------------- /1/ 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 purposes 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 4 13D - ----------------------- --------------------- CUSIP NO. 232046102 PAGE 2 OF 4 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 IRS. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David P. Cook - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 2,191,312/(1)/ SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2,191,312/(1)/ PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,191,312/(1)/ - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 12.87%/(2)/ - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ (1) Mr. Cook holds stock options to purchase a total of 4,254,627 shares of CustomTracks Common Stock, par value $.01 per share, 531,828 of which became exercisable as of August 1, 1998, 531,828 of which became exercisable as of November 1, 1998, and 531,828 of which became exercisable as of February 1, 1999. The options continue to vest in equal quarterly installments of 531,828 shares on May 1, 1999; August 1, 1999; November 1, 1999; and February 1, 2000; and an installment of 531,831 on May 1, 2000. Mr. Cook owns directly 64,000 shares of Common Stock. (2) The total number of outstanding shares of CustomTracks Common Stock have been increased pursuant to Rule 13d-3(d)(1)(i) to include the 2,127,312 shares subject to stock options held by Mr. Cook that are or will become exercisable as of May 1, 1999. Page 2 of 4 This Amendment No. 2 relates to a Schedule 13D filed on September 4, 1998 (the "Schedule") by David P. Cook with respect to shares he beneficially owns of the Common Stock, par value $.01 per share (the "Common Stock") of CustomTracks Corporation, a Texas corporation (the "Company"), the principal executive offices of which are located at Galleria Tower One, 13355 Noel Road, Suite 1555, Dallas, Texas 75240. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Effective April 29, 1998, pursuant to the Stock Option Agreement dated as of the same date between the Company and Mr. Cook (the "Option Agreement"), the Company granted to Mr. Cook nonqualified stock options to purchase a total of 4,254,627 shares of Common Stock at an exercise price of $7.00 per share (twice the closing price of the Company's Common Stock on the day preceding the date of the grant), 531,828 of which became exercisable as of August 1, 1998, 531,828 of which became exercisable as of November 1, 1998, and 531,828 of which became exercisable as of February 1, 1999. The options continue to vest in equal quarterly installments of 531,828 shares on May 1, 1999; August 1, 1999; November 1, 1999; and February 1, 2000; and an installment of 531,831 on May 1, 2000. Mr. Cook owns directly 64,000 shares of Common Stock, which he purchased using personal funds. The Options are exercisable until the fifth anniversary of the date of grant or until they otherwise expire in accordance with their terms. The Options vest immediately in the event (i) of a change of control or sale of the Company or the sale of any material Company subsidiary that is engaged in the digital data distribution business or other business involving a concept primarily fostered by Mr. Cook, (ii) more than 25% of the Company's voting securities are acquired by any person, (iii) a majority of the Company's Board of Directors consists of persons other than the current incumbents or their approved successors, (iv) Mr. Cook's employment is terminated without "cause," as such term is defined in the employment agreement dated as of April 29, 1998 between the Company and Mr. Cook (the "Employment Agreement"), or (v) Mr. Cook terminates employment for "good reason" (as defined in the Employment Agreement). The Options also carry demand registration rights, which may be exercised after the occurrence of any of the events specified in (i) through (iii) above, and piggyback registration rights. Any description of the Options in this Schedule 13D is qualified in its entirety by reference to the Option Agreement, and any description of the terms of Mr. Cook's employment in this Schedule 13D is qualified in its entirety by reference to the Employment Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the close of business on March 2, 1999, Mr. Cook beneficially owned (within the meaning of Rule 13d-3(d)(1)) 2,191,312 shares of Common Stock, which constitute approximately 12.87% of the issued and outstanding shares of Common Stock (as calculated in accordance with such rule), based on 14,902,609 shares issued and outstanding (as represented in CustomTracks Corporation's Form 10-Q for the quarter ended September 30, 1998) plus the shares subject to issuance upon exercise of the Options that are currently vested or vest within the next 60 days. Page 3 of 4 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. Dated as of March 2, 1999 /s/David P. Cook ----------------------------------- David P. Cook Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----