-----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, BvC03F8+ln6cilRfMtibImp7nBv1haAN3z94kmCyiVj98hFqrQEVThAmmCni7YHJ Y6uMrni8uoNpFoZc7XL/lw== 0001144204-09-048356.txt : 20090914 0001144204-09-048356.hdr.sgml : 20090914 20090914172547 ACCESSION NUMBER: 0001144204-09-048356 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090914 DATE AS OF CHANGE: 20090914 GROUP MEMBERS: PATRIOT EQUITY, LLC 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: 091068222 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARINO GARY O CENTRAL INDEX KEY: 0000942046 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O KOHRMAN JACKSON & KRANTZ PLL STREET 2: 1375 EAST 9TH STREET, 20TH FL CITY: CLEVELAND STATE: OH ZIP: 44114 SC 13D 1 v160381_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. 2)

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 9thStreet, 20thFloor, Cleveland, OH 44114; 216-736-7215

(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)


 
 

 
 
CUSIP No. 066-82N-101
Page 2 of 5
 
1
name of reporting person
i.r.s. identification no. of above person (entities only)
 
Gary O. Marino
2
check the appropriate box if a member of a group*
(see instructions)
 
(a) x
(b) ¨
3
sec use only
 
 
4
source of funds (see instructions)
 
 
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 of America

number of
7
sole voting power
shares
 
2,710,613(1)
beneficially
8
shared voting power
owned by
 
 
each
9
sole dispositive power
reporting
 
2,710,613(1)
person
10
shared dispositive power
with
   

11
aggregate amount beneficially owned by each reporting person
 
2,710,613(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)
 
8.9%
14
type of reporting person (see instructions)
 
IN

(1) Includes 1,460,613 shares of common stock and a Series A 10% convertible debenture presently convertible into 500,000 shares of common stock held by Patriot Equity, LLC, a limited liability company of which Mr. Marino is sole member, and 750,000 options to purchase shares of common stock that are presently exercisable.

 
 

 
 
CUSIP No. 066-82N-101
Page 3 of 5
 
1
name of reporting person
i.r.s. identification no. of above person (entities only)
 
Patriot Equity, LLC
2
check the appropriate box if a member of a group*
(see instructions)
 
(a) x
(b) ¨
3
sec use only
 
 
4
source of funds (see instructions)
 
WC
5
check box if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)
 
 
¨
6
citizenship or place of organization
 
Florida

number of
7
sole voting power
shares
 
1,960,613(1)
beneficially
8
shared voting power
owned by
 
 
each
9
sole dispositive power
reporting
 
1,960,613(1)
person
10
shared dispositive power
with
   

11
aggregate amount beneficially owned by each reporting person
 
1,960,613(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)
 
6.6%
14
type of reporting person (see instructions)
 
OO
 
(1) Includes a Series A 10% convertible debenture presently convertible into 500,000 shares of common stock.

 
 

 
 
CUSIP No. 066-82N-101
Page 4 of 5
 
Introduction.

Pursuant to Rule 13d-1(k), this Amendment No. 2 to Schedule 13D is filed by Gary O. Marino and Patriot Equity, LLC relating 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”).  Mr. Marino is the sole member of Patriot Equity.

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

Item 3 is amended and supplemented as follows:

The Series A 10% convertible debenture reported in Item 5(c) as having been acquired by Patriot Equity was acquired for the aggregate purchase price of $100,000 with working capital of Patriot Equity.

Item 5.     Interest in Securities of the Issuer.

Items 5(a) and (c) are amended and supplemented as follows:

(a)         Based solely on information provided by the Company, there are currently 29,171,385 shares of Common Stock outstanding.  Mr. Marino beneficially owns 2,710,613 shares of Common Stock, including 1,460,613 shares of Common Stock owned by Patriot Equity and a Series A 10% convertible debenture presently convertible into 500,000 shares of Common Stock owned by Patriot Equity and 750,000 options to purchase shares of Common Stock, or 8.9% of the Company’s outstanding Common Stock.  Patriot Equity beneficially owns 1,960,613 shares of Common Stock, including 1,460,613 shares of Common Stock and a Series A 10% convertible debenture presently convertible into 500,000 shares of Common Stock, or 6.6% of the Company’s outstanding Common Stock.

(c)         On September 4, 2009, Patriot Equity purchased a Series A 10% convertible debenture for a price of $100,000.  The debenture is presently convertible into 500,000 shares of Common Stock at a conversion price of $0.20 per share of Common Stock.  Mr. Marino and Patriot Equity have not effected any other transactions in the Company’s Common Stock in the past 60 days.

Item 7.     Material to be Filed as Exhibits.

7.1         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 11, 2009
 
   
 
/s/ Gary O. Marino  
 
Gary O. Marino, individually
   
 
Patriot Equity, LLC
   
 
/s/ Gary O. Marino  
 
By Gary O. Marino, sole member
 
 
Page 5 of 5

 

EXHIBIT INDEX

Exhibit Number
 
Description
     
7.1
 
Joint Filing Agreement
 
 
 

 
EX-7.1 2 v160381_ex7-1.htm

 
EXHIBIT 7.1
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 11, 2009
 
   
 
/s/ Gary O. Marino
 
Gary O. Marino, individually
   
 
Patriot Equity, LLC
   
 
/s/ Gary O. Marino
 
By Gary O. Marino, sole member
 
 
 

 
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