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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)*
B.H.I.T. INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
066-82N-101
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(CUSIP Number)
KEVIN B. SCOTT, ESQUIRE
FOX, ROTHSCHILD, O'BRIEN & FRANKEL, LLP
2000 MARKET STREET, TENTH FLOOR
PHILADELPHIA, PENNSYLVANIA 19103
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 2, 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(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 Rule 13d-7(b) 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 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).
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARROWHEAD HOLDINGS CORPORATION
34-1533564
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions) WC
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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 Taiwan
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NUMBER OF | 7 | SOLE VOTING POWER 5,975,563
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 5,975,563
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,975,563
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
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14 TYPE OF REPORTING PERSON (See Instructions)
HC
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This Amendment No. 2 to Schedule 13D should be read together with the original
Schedule 13D filed October 5, 2000 and the subsequent Schedule 13D, amending the
original Schedule 13D, filed on November 2, 2000 by Arrowhead Holdings
Corporation, a Delaware corporation, with respect to its ownership of the common
stock, par value $.01 per share of B.H.I.T. Inc, a Delaware corporation.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.01 par value (the "Common
Stock") of B.H.I.T. Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 875 Avenue of the Americas, New
York, NY 10001.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Arrowhead Holdings Corporation
("AHC"). AHC is sometimes referred to herein as the "Filing Person."
(b) The Filing Person is a Delaware corporation. The address of the
principal business and office of the Filing Person is 8223 Brecksville Road,
Suite 100, Brecksville, OH 44141-1361.
(c) The Filing Person is a diversified holding company, whose principal
holding is Vesper Corporation. Vesper Corporation is itself a diversified
manufacturing and distributing corporation owning business entities which
produce aircraft and aerospace ducting systems, gears, lubricating systems,
steel lockers, storage systems and high performance strainers. The Filing Person
also owns subsidiaries involved in commercial leasing and real estate and a
variety of other investments.
(d) The Filing Person has not been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) The Filing Person has not been a party during the last five years
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is 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 Filing Person purchased 25,000 shares of the common stock, $.01 par
value per share, of the Issuer for a purchase price of $7,375 (excluding $3
brokerage commission). The source of funds to make this purchase came from
general operating funds of the Filing Person.
ITEM 4. PURPOSE OF TRANSACTION.
The Filing Person entered into the transaction for investment purposes.
The Filing Person's present plans for the Issuer are to use the Issuer as a
vehicle for potential acquisitions that compliment the Filing Person's current
holdings, in addition to continuing to evaluate any real estate opportunities
that may arise.
In addition, the Filing Person intends from time to time to review its
ownership position in the Company and may, based on such factors as it deems
relevant, seek to acquire additional shares of Common Stock, dispose of shares
of Common stock, or take any additional actions set forth in Items (a) through
(j) of Schedule 13D.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Filing Person beneficially owns 5,975,563 shares of Common
Stock, which constitutes approximately 39.7% of the Common Stock outstanding
(based upon 15,053,565 shares of Common Stock outstanding as of November 2,
2000).
(b) The Filing Person has sole voting power and power to dispose of the
5,975,563 shares of the Issuer's Common Stock. The Filing Person has shared
voting power and power to dispose of 0 shares of the issuer's Common Stock.
(c) On November 2, 2000, the Filing Person purchased 25,000 shares of
the common stock, $.01 par value per share, of the Issuer for a purchase price
of $7,375 (excluding $3 brokerage commission).
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or any proceeds from the sale of, the
shares of Common Stock beneficially owned by the Filing Person.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
Dated: November 9, 2000
Arrowhead holdings corporation
By: /s/John V. Curci
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Name: John V. Curci
Title: Vice President, Treasurer & C.F.O.
