-----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, PNDKvJ/U5fCw95gHpHU+Bh/U/kZp56YM4Gsgk5rlKZfCKa6xWsMySxGTEHMXLEI1 72qdhWAsYwwQITdF7AvhRA== 0000930661-99-002774.txt : 19991206 0000930661-99-002774.hdr.sgml : 19991206 ACCESSION NUMBER: 0000930661-99-002774 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZIXIT CORP CENTRAL INDEX KEY: 0000855612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] 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: 99768260 BUSINESS ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL RD STE 1555 CITY: DALLAS STATE: TX ZIP: 75240-6604 BUSINESS PHONE: 9727027055 MAIL ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL RD STE 1555 CITY: DALLAS STATE: TX ZIP: 75240-6604 FORMER COMPANY: FORMER CONFORMED NAME: CUSTOMTRACKS CORP /TX/ DATE OF NAME CHANGE: 19980904 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. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) (Amendment No. 5)/1/ INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) ZixIt Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - ------------------------------------------------------------------------------- (Title of Class of Securities) 98974P100 -------------------- (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) December 3, 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 SCHEDULE 13D/A - ----------------------- --------------------- CUSIP No.98974P100 Page 2 of 4 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON(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 3,846,796/(1)/ SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 3,846,796/(1)/ PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,846,796/(1)/ - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 20.18%/(2)/ - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ (1) Mr. Cook holds stock options, granted in connection with his employment, to purchase a total of 4,254,627 shares of ZixIt 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, 531,828 of which became exercisable as of February 1, 1999, 531,828 of which became exercisable as of May 1, 1999, 531,828 of which became exercisable as of August 1, 1999, and 531,828 of which became exercisable as of November 1, 1999. The options continue to vest in installments of 531,828 shares on February 1, 2000 and 531,831 shares on May 1, 2000. Mr. Cook owns directly 94,000 shares of ZixIt Common Stock. Mr. Cook also holds fully vested options to acquire 30,000 shares of ZixIt Common Stock, which he acquired in his capacity as a director of ZixIt Corporation. (2) The total number of outstanding shares of ZixIt Common Stock have been increased pursuant to Rule 13d-3(d)(1)(i) to include the 3,752,796 shares subject to stock options held by Mr. Cook that are or will become exercisable as of February 1, 2000. This Amendment No. 5 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 ZixIt Corporation, a Texas corporation (the "Company"), the principal executive offices of which are located at One Galleria Tower, 13355 Noel Road, Suite 1555, Dallas, Texas 75240-6604. 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 (the "Employment 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 shares of which became exercisable as of August 1, 1998, November 1, 1998, February 1, 1999, May 1, 1999, August 1, 1999, and November 1, 1999. The Employment Options continue to vest in installments of 531,828 shares on February 1, 2000 and 531,831 shares on May 1, 2000. Mr. Cook owns directly 94,000 shares of Common Stock, which he purchased using personal funds, and 30,000 director option shares. The Employment Options are exercisable until the fifth anniversary of the date of grant or until they otherwise expire in accordance with their terms. The Employment 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 a 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 Employment Options in this Schedule 13D, Amendment No. 5, 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, Amendment No. 5, 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 December 3, 1999, Mr. Cook beneficially owned (within the meaning of Rule 13d-3(d)(1)) 3,846,796 shares of Common Stock, which constitute approximately 20.18% of the issued and outstanding shares of Common Stock (as calculated in accordance with such rule), based on 15,308,929 shares issued and outstanding (as represented in the Company's Form 10-Q for the quarter ended September 30, 1999) plus the shares subject to issuance upon exercise of the Employment Options that are currently vested or vest within 60 days of December 3, 1999, and the director option shares Mr. Cook holds. 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 December 3, 1999 /s/ David P. Cook ------------------------------ David P. Cook Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----