-----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, EemwfDHTbCN8Fan/+B8TdFWDc8QH2dAmL/ep9D5YQS1mnDkN4H0yFRLz2tXrcN85 +5t6F6D18MovE6wJ+U+Ilg== 0001275287-06-003490.txt : 20060710 0001275287-06-003490.hdr.sgml : 20060710 20060710121913 ACCESSION NUMBER: 0001275287-06-003490 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060710 DATE AS OF CHANGE: 20060710 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITEX CORP CENTRAL INDEX KEY: 0000860518 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 930922994 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42668 FILM NUMBER: 06953030 BUSINESS ADDRESS: STREET 1: 3625 132ND AVENUE SE STREET 2: SUITE 200 CITY: BELLEVUE STATE: WA ZIP: 98006-1323 BUSINESS PHONE: 425-463-4000 MAIL ADDRESS: STREET 1: 3625 132ND AVENUE SE STREET 2: SUITE 200 CITY: BELLEVUE STATE: WA ZIP: 98006-1323 FORMER COMPANY: FORMER CONFORMED NAME: ITEX CORPORATION DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ITEX BARTER SYSTEMS INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE STEVEN CENTRAL INDEX KEY: 0001219059 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 3216 162ND ST. S.E. CITY: BELLEVUE STATE: WA ZIP: 98008 SC 13D/A 1 it6314.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

ITEX CORPORATION
(Name of Issuer)

Common Stock, $.01 par value per share
(Title of Class of Securities)

465647 204
(CUSIP Number)

Steven White
3625 132nd Ave. SE, Ste. 200
Bellevue, Washington  98006
(425) 463-4000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

July 6, 2006
(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(b)(3) or (4), check the following box      o

(Continued on the following pages)


CUSIP No.    465647 204

13D

Page 2 of 6 Pages

1

Name of Reporting Person

 

 

 

Steven White

 

 

 

I.R.S. Identification No. of Above Person (Entities Only)

 

 

 

N/A

 

 

 

 

 

 

2

Check the Appropriate Box if a Member of a Group*

(a)

¨

 

 

(b)

¨

 

 

 

 

3

SEC Use Only

 

 

 

 

 

 

4

Source Of Funds*

 

 

 

PF, SC

 

 

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items (2)(d) or 2(e)

¨

 

 

 

 

 

6

Citizenship Or Place Of Organization

 

 

 

United States citizen

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

1,387,120

 

 

8

Shared Voting Power
- - 0 -

 

 

9

Sole Dispositive Power

 

1,387,120

 

 

10

Shared Dispositive Power

 

- 0 -

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

 

1,387,120

 

 

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

¨

 

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

 

 

 

7.6%

 

 

 

 

 

 

14

Type Of Reporting Person*

 

 

 

IN

 

 

Page 2of 6


Item 1.  Security and Issuer.

          This statement relates to the common stock, par value $.01 per share, of ITEX Corporation, a Nevada corporation (“ITEX” or the “Company”).  The address of ITEX’s principal executive office is 3625 132nd Ave. SE, Ste. 200, Bellevue, Washington  98006.

Item 2.  Identity and Background.

          The names, addresses, principal occupations or employment, involvement in certain legal proceedings, and citizenship of the person filing this statement is as follows:

          (a)     Steven White

          (b)     3625 132nd Ave. SE, Ste. 200, Bellevue, Washington  98006

          (c)     Mr. White is Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors of ITEX Corporation, located at 3625 132nd Ave. SE, Ste. 200, Bellevue, Washington  98006.

          (d)     Mr. White, during the past five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

          (e)     Mr. White, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. White being at any time 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)     United States citizen

Item 3.  Source and Amount of Funds or Other Consideration.

          The securities owned by Steven White listed in Item 5 below were acquired by personal funds and in exchange for services rendered ITEX.  In 2001, Mr. White received 250,000 shares for services rendered to ITEX as an independent consultant.  Since being elected as a director of ITEX in 2003, Mr. White has been compensated for his service as a director by an annual grant of 40,000 shares of common stock.  On May 3, 2004, and again on July 6, 2006, Mr. White was awarded 300,000 shares of common stock for services rendered ITEX as Chief Executive Officer.  On December 13, 2005, Mr. White was awarded 50,000 shares of common stock as consideration for his collateralized personal guarantee of ITEX obligations incurred in order to fund a corporate acquisition.  The remaining 327,120 shares were purchased from Mr. White’s personal funds in the aggregate amount of $67,093.20, excluding brokerage fees.

Item 4.  Purpose of Transaction.

          The shares of common stock owned by Steven White listed in Item 5 below were acquired by the reporting person as compensation and for investment purposes.  As an executive officer and a director, Mr. White has the power to influence the Company’s affairs and management, and to regularly explore potential actions and transactions that may be advantageous to the Company, including possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, securities or regulatory or reporting obligations of the Company.

Page 3of 6


          It is the intention of the reporting person, subject to and depending upon availability at prices deemed favorable by him, to purchase additional shares of common stock of the Company from time to time for the purpose of investment, either in market or privately negotiated transactions. 

          Further, while it is not the present intention of the reporting person to do so, he reserves the right to dispose of shares of common stock held by him in the open market, in privately negotiated transactions with third parties or otherwise, depending upon market conditions, the availability of current public information, and other factors.

          Other than as set forth above, the reporting person has no present plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.  The reporting person may, at any time and from time to time, review or reconsider his position and formulate plans or proposals with respect thereto, but has no present intention of doing so.

Item 5.  Interest in Securities of the Issuer.

          (a) and (b)  Beneficial  Ownership.  The person filing this statement is the beneficial owner of the following numbers of shares of Company common stock which represent the indicated percentage of the 18,206,132 shares of common stock outstanding as of July 6, 2006 (the following percentage is based on a total of 18,406,132 issued and outstanding shares of Common Stock as of April 30, 2006 as most recently reported by the Company, after giving effect to the cancellation and retirement of 500,000 shares repurchased by the Company on June 23, 2006, and the issuance of 300,000 shares to Mr. White on July 6, 2006):

Name

 

Shares
Beneficially
Owned

 

Percent
of Voting
Shares

 

 

 

 

Steven White

 

 

1,387,120

(1)

 

7.6

%

 

 

(1)   Mr. White has sole, direct beneficial ownership of the shares, and exercises sole voting and investment power with respect to the shares.

          (c)  Recent Transactions.  The following table identifies each transaction in Company common stock that was effected during the past 60 days by any person filing this statement:

          Transactions in Company Common Stock by Steven White

Date of Transaction

 

Nature of Transaction

 

Number of
ITEX
Shares

 

Price (1)
per share

 

 

 

 

 

July 6, 2006

 

 

Stock award

 

 

300,000

 

$

.00

 

 

 

(1)  The shares awarded to Mr. White were valued at $.59, the closing price on the day of grant.

Page 4 of 6


          (d)  No other person is known, with respect to shares of Company common stock, to have the right to receive dividends or to have the power to direct the receipt of dividends or to receive or direct the receipt of proceeds from the sale of Company stock from any person filing this statement.

          (e)  Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

          The reporting person filing this statement has executed a power of attorney, which authorizes the Company’s filing coordinator to execute and file this Schedule 13D and other filings required by the federal securities laws on behalf of the person executing the power of attorney.

          The shares awarded Mr. White on May 3, 2004, December 13, 2005, and July 6, 2006 were each granted under the ITEX Corporation 2004 Equity Incentive Plan, intended to serve as an equity incentive program for management, qualified employees, non-employee members of the board of directors, and independent advisors or consultants, and the Form of Restricted Stock Agreement utilized thereunder. 

          Other than as set forth above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the person filing this statement with respect to any securities of the Company, including, without limitation, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.  Materials to be Filed as Exhibits.

Exhibit Number

 

Description

 

99.1

*

Power of Attorney executed by Steven White (filed as Exhibit 1.0 to the Schedule 13D filed with the Commission on August 2, 2004, and incorporated herein by reference)

 

 

 

99.2

*

ITEX Corporation 2004 Equity Incentive Plan (filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the Commission on February 13, 2004, and incorporated herein by reference)

 

 

 

99.3

*

Form of Restricted Stock Agreement (filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on July 10, 2006, and incorporated herein by reference)

 

 

 

 

*

Previously filed

Page 5 of 6


SIGNATURES

          After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:   July 10, 2006

 

By:

/s/ Steven White

 

 

 

Name:

Steven White

 

Attention:

Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1

Page 6 of 6

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