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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Accesspoint Corporation
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
00432T104
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(CUSIP Number)
Tom M. Djokovich
38 Executive Park
Suite 305
Irvine, California 92614
(949) 852-8526
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 12, 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
statement 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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SCHEDULE 13D
CUSIP No. 00432T104
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Tom M. Djokovich
Tamara A. Djokovich
James W. Bentley
MaryAnn Bentley
Bentley Family Trust, Dated June 20, 1995
Bentley Trust "C"
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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
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
USA
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7 SOLE VOTING POWER
Tom M. Djokovich: 7,386,613
Tamara A. Djokovich: 0
James W. Bentley: 0
MaryAnn Bentley: 46,220
Bentley Family Trust,
Dated June 20, 1995: 2,439,620
Bentley Trust "C": 92,440
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ----------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON Tom M. Djokovich: 7,386,613
WITH Tamara A. Djokovich: 0
James W. Bentley: 0
MaryAnn Bentley: 46,220
Bentley Family Trust,
Dated June 20, 1995: 2,439,620
Bentley Trust "C": 92,440
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Tom M. Djokovich: 9,500,406
Tamara A. Djokovich: 9,500,406
James W. Bentley: 3,572,005
MaryAnn Bentley: 3,572,005
Bentley Family Trust,
Dated June 20, 1995: 3,572,005
Bentley Trust "C": 3,572,005
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12 CHECK THIS 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)
Tom M. Djokovich: 63.5%
Tamara A. Djokovich: 63.5%
James W. Bentley: 23.9%
MaryAnn Bentley: 23.9%
Bentley Family Trust,
Dated June 20, 1995: 23.9%
Bentley Trust "C": 23.9%
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14 TYPE OF REPORTING PERSON*
Tom M. Djokovich: IN
Tamara A. Djokovich: IN
James W. Bentley: IN
MaryAnn Bentley: IN
Bentley Family Trust,
Dated June 20, 1995: OO
Bentley Trust "C": OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 00432T104
SCHEDULE 13D
Item 1. Security and Issuer
Common Stock, $.001 par value per share
Accesspoint Corporation
38 Executive Park
Suite 350
Irvine, California 92614
Item 2. Identity and Background.
(a) Tom M. Djokovich
Tamara A. Djokovich
James W. Bentley
MaryAnn Bentley
Bentley Family Trust,
Dated June 20, 1995
Bentley Trust "C"
Tom M. Djokovich and Tamara A. Djokovich are married
and report as spouses.
James W. Bentley and MaryAnn Bentley are married
and report as spouses.
James W. Bentley is a trustee of the Bentley Family Trust,
Dated June 20, 1995 and of the Bentley Trust "C."
MaryAnn Bentley is a trustee of the Bentley Family Trust,
Dated June 20, 1995.
(b) Tom M. Djokovich
38 Executive Park
Suite 350
Irvine, California 92614
Tamara A. Djokovich
38 Executive Park
Suite 350
Irvine, California 92614
James W. Bentley
38 Executive Park
Suite 350
Irvine, California 92614
MaryAnn Bentley
38 Executive Park
Suite 350
Irvine, California 92614
Bentley Family Trust,
Dated June 20, 1995
26482 Valpariso
Mission Viejo, CA 92691
Bentley Trust "C"
5101 Blackpool Rd.
Westminster, CA 92683
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(c) Tom M. Djokovich is the Chief Executive Officer of Accesspoint
Corporation. The principal business address of Accesspoint Corporation is
38 Executive Park, Suite 350, Irvine, California 92614.
Tamara A. Djokovich is an attorney employed by the City of
Santa Ana. The principal business address of the City of Santa Ana is,
20 Civic Center Plaza, Santa Ana, California 92702.
James W. Bentley is President of Accesspoint Corporation, 38 Executive
Park, Suite 350, Irvine, California 92614. Mr. Bentley is also Chairman of and
employed by Bentley Simonson, an independent oil and gas production and
exploration company. The principal business address of Bentley Simonson is
1437 S. Victoria Avenue, Suite F382, Ventura, California 93003.
MaryAnn Bentley is Vice President and Operations Manager of
Accesspoint Corporation. The principal business address of Accesspoint
Corporation is, 38 Executive Park, Suite 350, Irvine, California 92614.
Bentley Family Trust, Dated June 20, 1995, is a trust Benefiting
certain members of the Bentley family. The principal business address of the
trust is, 26482 Valpariso, Mission Viejo, CA 92691.
Bentley Trust "C" is a trust Benefiting certain members of the Bentley
family. The principal business address of the trust is, 5101 Blackpool Rd.,
Westminster, CA 92683.
(d) No person or trust reporting hereunder was, during the last five years,
was convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No person or trust reporting hereunder was, during the last five years,
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining further violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws.
(f) Tom M. Djokovich, Tamara A. Djokovich, James W. Bentley, and MaryAnn
Bentley are citizens of the United States of America. The Bentley Family
Trust, Dated June 20, 1995 and the Bentley Trust "C" are California trusts.
Item 3. Source and Amount of Funds or Other Consideration.
On April 12, 2000 Accesspoint Corporation acquired all of the outstanding
common voting stock of J.S.J. Capital III, Inc. and J.S.J. Capital III, Inc.
became the subsidiary of Accesspoint Corporation. Concurrent therewith, also on
April 12, 2000, J.S.J. Capital III, Inc. and Accesspoint Corporation entered
into a merger in which J.S.J. Capital III, Inc., as the wholly owned subsidiary
of Accesspoint Corporation, was the disappearing entity and Accesspoint
Corporation was the surviving entity. The persons reporting hereunder are
Shareholders of Accesspoint Corporation who acquired their shares of Accesspoint
Corporation from their own funds prior to the merger.
Item 4. Purpose of Transaction.
The persons and trusts reporting hereunder own the securities of the Issuer
for investment purposes and may, depending upon then current events, including
without limitation, the then market conditions, the Issuer's results of
operations, and the then current general business climate, decide to increase
or decrease their positions in the Issuer.
Other than as described above, no person or trust reporting hereunder has
any plans or proposals which may result or would result in:
(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 of Directors of the
Issuer;
(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, by-laws, or instruments corresponding
thereto or any actions which may impede the acquisition or control of the Issuer
by any person;
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(h) Causing a class of securities of the Issuer to be de-listed 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.
(a)(b) James W. Bentley, MaryAnn Bentley, Bentley Family Trust, Dated June
20, 1995, and the Bentley Trust "C" may be deemed to beneficially own an
aggregate of 3,572,005 shares of the Issuer's Common Stock, representing
approximately 23.9% of the total shares of Common Stock deemed outstanding. Such
shares of Common Stock include 46,220 shares of Common Stock held of record by
MaryAnn Bentley, 2,439,620 shares of Common Stock held of record by the Bentley
Family Trust, Dated June 20, 1995, and 92,440 shares of Common Stock held of
record by the Bentley Trust "C" and 138,660 shares of Common Stock issuable upon
the exercise of options at an exercise price of $0.32 per share held by Bentley
Family Trust, Dated June 20, 1995, 277,320 shares of Common Stock issuable upon
the exercise of options at an exercise price of $0.35 per share held by Bentley
Family Trust, Dated June 20, 1995, 115,550 shares of Common Stock issuable upon
the exercise of options at an exercise price of $0.50 per share held by Bentley
Trust "C," and 462,195 shares of Common Stock issuable upon the exercise of
options at an exercise price of $0.37 per share held by Bentley Trust "C."
Tom M. Djokovich and Tamara A. Djokovich may be deemed to beneficially own
an aggregate of 9,500,406 shares of the Issuer's Common Stock, representing
approximately 63.5% of the total shares of Common Stock deemed outstanding.
Such shares of Common Stock include 7,386,613 shares of Common Stock held of
record by Tom M. Djokovich, and 231,100 shares of Common Stock issuable upon
the exercise of options at an exercise price of $0.37 per share held by Tom
M. Djokovich, and 1,882,693 shares of Common Stock issuable upon the exercise
of options at an exercise price of $0.35 per share held by Tom M. Djokovich.
(c) Except with respect to the acquisition of shares and merger referred
to in Item 3 above, there have been no other transactions in the Issuer's
securities effected by any person or trust reporting hereunder during the
preceding 60 days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities of the Issuer.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On April 12, 2000 Accesspoint Corporation acquired all of the outstanding
common voting stock of J.S.J. Capital III, Inc. and J.S.J. Capital III, Inc.
became the subsidiary of Accesspoint Corporation. Concurrent therewith, also on
April 12, 2000, J.S.J. Capital III, Inc. and Accesspoint Corporation entered
into a merger in which J.S.J. Capital III, Inc., as the wholly owned subsidiary
of Accesspoint Corporation, was the disappearing entity and Accesspoint
corporation was the surviving entity. The persons reporting hereunder are
Shareholders of Accesspoint Corporation. A Share Acquisition Agreement,
Agreement and Plan of Merger and Articles of Merger pertaining to the foregoing
are attached to an 8K/A Report filed by Accesspoint Corporation after the
merger.
Item 7. Material to be Filed as Exhibits
None.
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After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information as set forth in this
statement is true, complete and correct.
Dated: May 23, 2000 /s/ TOM M. DJOKOVICH
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Tom M. Djokovich
Dated: May 23, 2000 /s/ TAMARA A. DJOKOVICH
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Tamara A. Djokovich
Dated: May 23, 2000 /s/ JAMES W. BENTLEY
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James W. Bentley
Dated: May 23, 2000 /s/ JAMES W. BENTLEY
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James W. Bentley, Trustee
Bentley Family Trust,
Dated June 20, 1995
Dated: May 23, 2000 /s/ JAMES W. BENTLEY
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James W. Bentley, Trustee
Bentley Trust "C"
Dated: May 23, 2000 /s/ MARYANN BENTLEY
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MaryAnn Bentley
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