-----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, RJSTVzumDSx4MckM/GcLOchCNT0DRgJzAyH3zLQsY1EI1+Gutno6sU/7xKaPouNa femtkKfE7uIbfHgLmq85Pw== 0001144204-09-048351.txt : 20090914 0001144204-09-048351.hdr.sgml : 20090914 20090914172340 ACCESSION NUMBER: 0001144204-09-048351 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090914 DATE AS OF CHANGE: 20090914 GROUP MEMBERS: ANDY C. LEWIS AND MICHELLE D. LEWIS REVOCABLE TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lewis Andy C CENTRAL INDEX KEY: 0001471973 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: PO BOX 3862 CITY: CHESTERFIELD STATE: MO ZIP: 63006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BHIT INC CENTRAL INDEX KEY: 0000764897 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363361229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59669 FILM NUMBER: 091068192 BUSINESS ADDRESS: STREET 1: 1301 EAST 9TH STREET STREET 2: SUITE 3300 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2167375000 MAIL ADDRESS: STREET 1: 1301 EAST 9TH STREET STREET 2: SUITE 3300 CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: BANYAN HOTEL INVESTMENT FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VMS HOTEL INVESTMENT FUND DATE OF NAME CHANGE: 19910623 FORMER COMPANY: FORMER CONFORMED NAME: VMS HOTEL INVESTMENT TRUST DATE OF NAME CHANGE: 19870827 SC 13D 1 v160379_13d.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a)
(Amendment No.    )

B.H.I.T. Inc.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

066-82N-101
(CUSIP Number)

Christopher J. Hubbert, Kohrman Jackson & Krantz P.L.L., 1375 East 9thSt., 20thFloor, Cleveland, OH 44114, (216) 696-8700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 4, 2009
(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 § 240.13d-7 for other parties to whom copies are to be sent.


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 purpose of Section 18 of the Securities Exchange Act of 1934 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 7

 
 
CUSIP No. 066-82N-101
Page 2 of 7 Pages
 
1
name of reporting person
i.r.s. identification no. of above person (entities only)
 
Andy C. Lewis
2
check the appropriate box if a member of a group*                                                                               (a)  x
(see instructions)                                                                                                                                          (b)  ¨
 
3
sec use only
 
OO
4
source of funds (see instructions)
 
 
5
check if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)                                                                                                                                          ¨
 
6
citizenship or place of organization
 
United States of America
number of
 
shares
 
beneficially
 
owned by
 
each
 
reporting
 
person
 
with
7
sole voting power
 
1,666,667
8
shared voting power
 
1,000,000(1)
9
sole dispositive power
 
1,666,667
10
shared dispositive power
 
1,000,000(1)
11
aggregate amount beneficially owned by each reporting person
 
2,666,667(1)
12
check if the aggregate amount in row (11) excludes certain
shares (see instructions)                                                                                                                                ¨
 
13
percent of class represented by amount in row 11
 
8.8%
14
type of reporting person  (see instructions)
 
IN

(1) Includes a Series A 10% convertible debenture presently convertible into 1.0 million shares of common stock owned by the Andy C. Lewis and Michelle D. Lewis Revocable Trust.

 
 

 
 
CUSIP No. 066-82N-101
Page 3 of 7 Pages
 
1
name of reporting person
i.r.s. identification no. of above person (entities only)
 
Andy C. Lewis and Michelle D. Lewis Revocable Trust
2
check the appropriate box if a member of a group*                                                                        (A) x
(see instructions)                                                                                                                                     (b)  ¨
 
3
sec use only
 
4
source of funds (see instructions)
 
PF
5
check if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)                                                                                                                                     ¨
 
6
citizenship or place of organization
 
Arkansas
number of
 
shares
 
beneficially
 
owned by
 
each
 
reporting
 
person
 
with
 
7
sole voting power
 
1,000,000(1)
8
shared voting power
 
9
sole dispositive power
 
1,000,000(1)
10
shared dispositive power
 
11
aggregate amount beneficially owned by each reporting person
 
1,000,000(1)
12
check if the aggregate amount in row (11) excludes certain
shares (see instructions)                                                                                                                               ¨
 
13
percent of class represented by amount in row 11
 
3.3%
14
type of reporting person  (see instructions)
 
OO

(1) Includes a Series A 10% convertible debenture presently convertible into 1.0 million shares of common stock.
 

 
CUSIP No. 066-82N-101
Page 4 of 7 Pages
 
Item 1.
Security and Issuer.

This original Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of B.H.I.T. Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 2255 Glades Rd., Suite 342-W, Boca Raton, Florida 33431.

Item 2.
Identity and Background.

(a)         Pursuant to Rule 13d-1(k), this Schedule 13D is filed by Andy C. Lewis and the Andy C. Lewis and Michelle D. Lewis Revocable Trust (the “Trust”) for the purpose of reporting acquisitions of shares of Common Stock by Mr. Lewis and the Trust.  Mr. Lewis is a co-trustee of the Trust and the vice president and a director of the Company’s wholly-owned subsidiary, The Wood Energy Group, Inc. (“Wood Energy”).

(b)         The residence address of Mr. Lewis and the business address of the Trust is 868 South Allis Road, Wilmar, Arkansas 71675.

(c)         Mr. Lewis’ principal occupation is vice president of the Company’s wholly-owned subsidiary, Wood Energy.  The business address of Wood Energy is P.O. Box 3862, Chesterfield, Missouri 63006.  The principal business of Wood Energy is a railroad service company specializing in scrap railroad tie pick up and disposal through re-generation.

(d)         Negative with respect to Mr. Lewis and the Trust.

(e)         Negative with respect to Mr. Lewis and the Trust.

(f)         Mr. Lewis is a citizen of the United States of America.  The Trust is organized under the laws of the State of Arkansas.

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

The Common Stock reported in Item 5(c) as having been acquired by Mr. Lewis was acquired pursuant to the Stock Purchase Agreement (the “Agreement”) dated May 28, 2009, as amended, by and among the Company, Wood Energy and its owners, Stephanie G. Smith and Greg Smith, Trustees of the Stephanie G. Smith Trust u/u dated December 20, 1995, as amended, and Mr. Lewis.  Pursuant to the Agreement, the Company purchased all of the issued and outstanding common stock of Wood Energy for a purchase price of $5,366,000 in cash and $1.0 million in shares of Common Stock priced at $0.30 per share, or 3,333,334 shares.  Mr. Lewis acquired 1,666,667 of these shares of Common Stock under the Agreement.

The Series A 10% convertible debenture reported in Item 5(c) as having been acquired by the Trust was acquired for the aggregate purchase price of $200,000 with funds of the Trust.

Item 4.
Purpose of Transaction.

Mr. Lewis acquired the shares of Common Stock as payment for his shares of common stock of Wood Energy.  The Trust acquired the Series A 10% convertible debenture for investment.  Other than in Mr. Lewis’s capacity as vice president and a director of Wood Energy, and pursuant to the instructions for items (a) through (j) of Item 4 of Schedule 13D, neither Mr. Lewis nor the Trust currently has plans or proposals that relate to or would result in any of the following:

 
 

 
 
CUSIP No. 066-82N-101
Page 5 of 7 Pages
 
(1)         an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company;

(2)         the sale or transfer of a material amount of assets of the Company;

(3)         a change in the present board of directors or management of the Company;

(4)         a material change in the present capitalization or dividend policy of the Company;

(5)         a material change in the business or corporate structure of the Company;

(6)         a change to the certificate of incorporation, as amended, or bylaws, as amended, of the Company, or an impediment to the acquisition of control of the Company by any person;

(7)         the delisting from the Nasdaq Stock Market’s OTC Bulletin Board of the Common Stock;

(8)         a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(9)         any action similar to any of those enumerated in (1) through (8) above.

Mr. Lewis and the Trust reserve the right to modify their plans and proposals described in this Item 4 and to acquire additional Common Stock or dispose of Common Stock from time to time depending on market conditions.  Further, subject to applicable laws and regulations, Mr. Lewis or the Trust may formulate plans and proposals that may result in the occurrence of an event set forth in (1) through (9) above or in Item 4 of Schedule 13D.

Item 5.
Interest in Securities of the Issuer.

(a)         Based solely on information provided by the Company, there are currently 29,171,385 shares of Common Stock outstanding.

Mr. Lewis beneficially owns 2,666,667 shares of Common Stock, including 1,666,667 shares of Common Stock and a Series A 10% convertible debenture presently convertible into 1.0 million shares of Common Stock, which debenture is owned by the Trust, or 8.8% of the outstanding shares of Common Stock.  The Trust owns a Series A 10% convertible debenture presently convertible into 1.0 million shares of Common Stock, or 3.3% of the outstanding shares of Common Stock.

(b)         Mr. Lewis has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the shares of Common Stock owned by him individually.  Mr.  Lewis, as co-trustee of the Trust, has shared power to vote, or to direct the voting of, and shared power to dispose, or to direct the disposition of, the shares of Common Stock owned by the Trust.  The Trust has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the shares of Common Stock owned by it.

 
 

 
 
CUSIP No. 066-82N-101
Page 6 of 7 Pages
 
(c)         On September 4, 2009, Mr. Lewis acquired 1,666,667 shares of Common Stock at a price of $0.30 per share as described in Item 3 of this Schedule 13D.  Also on September 4, 2009, the Trust purchased a Series A 10% convertible debenture for a purchase price of $200,000.  The debentures are presently convertible into a total of 1.0 million shares of Common Stock at a conversion price of $0.20 per share of Common Stock.  Mr. Lewis and the Trust have not effected any other transactions in the Common Stock in the past 60 days.

(d)  Not applicable.

(e)  Not applicable.

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

 
Not applicable.

Item 7.
Material to be Filed as Exhibits.

 
7.1
Stock Purchase Agreement dated May 28, 2009, as amended, by and among B.H.I.T. Inc., The Wood Energy Group, Inc. and Stephanie G. Smith and Greg Smith, Trustees of the Stephanie G. Smith Trust U/A dated December 20, 1995, as amended, and Andy C. Lewis, incorporated (Filed as Exhibit 10.1 to the Company’s Form 8-K dated June 1, 2009 and incorporated herein by reference)

 
7.2
Amendment to Stock Purchase Agreement, dated August 31, 2009, by and among B.H.I.T. Inc., Stephanie G. Smith and Greg Smith, Trustees of the Stephanie G. Smith Trust U/A dated December 20, 1995, as amended, Andy C. Lewis, and The Wood Energy Group, Inc. (Filed as Exhibit 2.2 to the Company’s Form 8-K dated September 4, 2009 and incorporated herein by reference)

 
7.3
Amendment to Stock Purchase Agreement, dated September 3, 2009, by and among B.H.I.T. Inc., Stephanie G. Smith and Greg Smith, Trustees of the Stephanie G. Smith Trust U/A dated December 20, 1995, as amended, Andy C. Lewis, and The Wood Energy Group, Inc. (Filed as Exhibit 2.3 to the Company’s Form 8-K dated September 4, 2009 and incorporated herein by reference)

7.4              Joint Filing Agreement

 
 

 

SIGNATURE

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.

Date:  September 10, 2009

/s/ Andy C. Lewis
Andy C. Lewis, individually
 
Andy C. Lewis and Michelle D. Lewis
Revocable Trust
 
/s/ Andy C. Lewis
By: Andy C. Lewis, trustee
 
 
Page 7 of 7 

 

EXHIBIT INDEX

Exhibit Number
 
Description
     
7.1
 
Stock Purchase Agreement dated May 28, 2009, as amended, by and among B.H.I.T. Inc., The Wood Energy Group, Inc. and Stephanie G. Smith and Greg Smith, Trustees of the Stephanie G. Smith Trust U/A dated December 20, 1995, as amended, and Andy C. Lewis, incorporated (Filed as Exhibit 10.1 to the Company’s Form 8-K dated June 1, 2009 and incorporated herein by reference)
     
7.2
 
Amendment to Stock Purchase Agreement, dated August 31, 2009, by and among B.H.I.T. Inc., Stephanie G. Smith and Greg Smith, Trustees of the Stephanie G. Smith Trust U/A dated December 20, 1995, as amended, Andy C. Lewis, and The Wood Energy Group, Inc. (Filed as Exhibit 2.2 to the Company’s Form 8-K dated September 4, 2009 and incorporated herein by reference)
     
7.3
 
Amendment to Stock Purchase Agreement, dated September 3, 2009, by and among B.H.I.T. Inc., Stephanie G. Smith and Greg Smith, Trustees of the Stephanie G. Smith Trust U/A dated December 20, 1995, as amended, Andy C. Lewis, and The Wood Energy Group, Inc. (Filed as Exhibit 2.3 to the Company’s Form 8-K dated September 4, 2009 and incorporated herein by reference)
     
7.4
 
Joint Filing Agreement*

* Filed herewith.

 
 

 
EX-7.4 2 v160379_ex7-4.htm
EXHIBIT 7.4
AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Date:  September 10, 2009

/s/ Andy C. Lewis
Andy C. Lewis, individually
 
Andy C. Lewis and Michelle D. Lewis
Revocable Trust
 
/s/ Andy C. Lewis
By: Andy C. Lewis, trustee

 
 

 
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