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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Internet America, Inc.
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(NAME OF ISSUER)
Common Stock, par value $0.01 per share
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(TITLE OF CLASS OF SECURITIES)
46058Y109
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(CUSIP NUMBER)
Jack T. Smith
Richard F. Dahlson, Esquire Internet America
Jackson Walker L.L.P. One Dallas Centre
901 Main Street, Suite 6000 350 North St. Paul, Suite 3000
Dallas, Texas 75202 Dallas, Texas 75201
(214) 953-6000 (214) 861-2500
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September 5, 2000
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(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 [ ].
*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 ("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).
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CUSIP NO. 46058Y109 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jack T. Smith
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF and SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 641,811
OWNED BY --------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
641,811
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
641,811
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 46058Y109 13D Page 3 of 6 Pages
The summary descriptions contained in this report of certain agreements
and documents are qualified in their entirety by reference to the complete texts
of those agreements and documents filed as Exhibits to this Schedule 13D and
incorporated herein by reference.
ITEM 1. SECURITY AND ISSUER. The title and class of equity securities to which
this Schedule 13D relates is the shares of common stock, par value $0.01 per
share (the "Common Stock"), of Internet America, Inc., a Texas corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is One
Dallas Centre, 350 North St. Paul, Suite 3000, Dallas, Texas 75201.
ITEM 2. IDENTITY AND BACKGROUND. The name of the reporting person is Jack T.
Smith (the "Reporting Person"). The principal business address for the Reporting
Person is One Dallas Centre, 350 N. St. Paul, Suite 3000, Dallas, Texas 75201.
The Reporting Person is presently principally employed as President and Chief
Executive Officer of the Issuer. The Reporting Person is a citizen of the United
States.
The Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) in the past five years.
In the past five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of a competent jurisdiction
which resulted in such person being 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person
purchased from the Issuer 200,000 shares of Common Stock (the "Shares") at the
price of $3.4375 per share pursuant to a Stock Purchase Agreement dated as of
September 5, 2000 by and between the Reporting Person and the Issuer. Of the
total purchase price of $687,500, the Reporting Person paid $2,000 in cash from
personal funds and entered into a Promissory Note to the Issuer for the
principal amount of $685,500, with interest accruing at the rate of 6.33%
annually. Interest is payable each calendar quarter beginning on October 1, 2000
and continuing until July 1, 2007. All unpaid principal and interest is due and
payable on August 29, 2007. The Promissory Note is secured by the Shares under a
Pledge and Security Agreement also dated September 5, 2000.
Under the Stock Purchase Agreement, the Issuer agreed to pay the
Reporting Person as additional compensation on or before the due date of any
interest payment under the Promissory Note, an amount which after all
withholding required by applicable law equals the next interest installment due
on the Promissory Note. This amount may be paid by a credit to the accrued
unpaid interest on the Promissory Note. No later than January 15 of each
calendar year during the term of the Reporting Person's employment, the Issuer
will pay to the Reporting Person a cash bonus in an amount which after all
withholding required by applicable law equals the federal income tax liability
of the Reporting Person not previously withheld or paid by the Issuer for any
such additional compensation. For a period of seven years after the date of the
Stock Purchase Agreement, the Reporting Person has the right and option to sell
all or any portion of the Shares to the Issuer for the
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CUSIP NO. 46058Y109 13D Page 4 of 6 Pages
price of $3.4375 per share. In the event that the Reporting Person's employment
with the Issuer is terminated for cause prior to the third anniversary of the
Stock Purchase Agreement, for a period of 60 days after the date of such
termination, the Issuer has the right and option to purchase from the Reporting
Person, at a purchase price equal to $3.4375 per share, the following number of
shares: (i) on or prior to the first anniversary: 200,000 shares; (ii) after the
first anniversary but on or prior to the second anniversary: 133,333 shares; and
(iii) prior to the third anniversary: 66,666 shares; provided, however, that
this repurchase right will terminate immediately prior to any change in control
of the Issuer. The purchase price upon exercise of this option shall be applied
to the outstanding balance of unpaid accrued interest and principal upon the
Promissory Note and the balance, if any, shall be paid in cash to the Reporting
Person. Under the Stock Purchase Agreement, the Reporting Person has demand
registration rights for all or any portion of the Shares.
The Stock Purchase Agreement, the Promissory Note and the Pledge and
Security Agreement are attached hereto as Exhibits A, B and C, respectively, and
are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired the Shares in
connection with his employment as President and Chief Executive Officer of the
Issuer on September 5, 2000. Except as otherwise set forth herein, the Reporting
Person has no present plans or proposals that relate to or that would result in
any of the following actions:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
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CUSIP NO. 46058Y109 13D Page 5 of 6 Pages
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Reporting Person beneficially
owns 641,811 shares, or 6.4%, of the outstanding Common Stock of the Issuer. The
Reporting Person beneficially owns all of the shares by direct ownership and
possesses sole voting power and sole dispositive power with respect to all of
the shares. The Reporting Person had no transactions in the securities of the
Issuer 60 days prior to September 5, 2000 (the date of the event which requires
filing this Schedule).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER. The Reporting Person owns fully vested options to
purchase 22,500 shares of Common Stock at $1.67 per share and 22,500 shares of
Common Stock at $13.00 per share pursuant to Stock Option Agreements which are
attached hereto as Exhibits D and E and are incorporated herein by reference.
Except as previously described herein and in Item 3, and as set forth in
Exhibits A, B and C, which are incorporated herein by reference, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Person and any other person with respect to any securities
of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
Exhibit A: Stock Purchase Agreement dated as of September 5, 2000 by and
between Jack T. Smith and Internet America, Inc.
Exhibit B: Promissory Note dated as of September 5, 2000 executed by Jack T.
Smith in favor of Internet America, Inc.
Exhibit C: Pledge and Security Agreement dated as of September 5, 2000 by
and between Jack T. Smith and Internet America, Inc.
Exhibit D: Nonqualified Stock Option Agreement dated as of April 5, 1996 by
and between Jack T. Smith and Internet America, Inc.
Exhibit E: Nonqualified Stock Option Agreement dated as of December 9, 1998
by and between Jack T. Smith and Internet America, Inc.
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CUSIP NO. 46058Y109 13D Page 6 of 6 Pages
SIGNATURES
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: October 24, 2000 /s/ Jack T. Smith
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Jack T. Smith
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EXHIBIT TO INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
Exhibit A: Stock Purchase Agreement dated as of September 5, 2000 by and
between Jack T. Smith and Internet America, Inc.
Exhibit B: Promissory Note dated as of September 5, 2000 executed by Jack T.
Smith in favor of Internet America, Inc.
Exhibit C: Pledge and Security Agreement dated as of September 5, 2000 by
and between Jack T. Smith and Internet America, Inc.
Exhibit D: Nonqualified Stock Option Agreement dated as of April 5, 1996 by
and between Jack T. Smith and Internet America, Inc.
Exhibit E: Nonqualified Stock Option Agreement dated as of December 9, 1998
by and between Jack T. Smith and Internet America, Inc.
</TABLE>
