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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3*)
Lasergate Systems, Inc.
(Name of Issuer)
Common Stock $0.03 Par Value
(Title of Class of Securities)
517906 50 9
(CUSIP Number)
John M. Markovich
Tickets.com, Inc
4675 MacArthur Court, Suite 1400
Newport Beach, California 92660
(949) 862-5400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 20, 1999
(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 Section 13d-7b for other
parties to whom copies are to be sent.
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*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 the disclosures provided in a prior cover page.
The information required in 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. 517906509 Page 2 of 4
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1 Names of Reporting Person
I.R.S. Identification No. of Above Person (if entity)
Tickets.com, Inc. (f/k/a Advantix, Inc.)
06-1424841
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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*
WC
OO
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5 Check 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
Delaware
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7 Sole voting power
24,818,217
Number of shares
beneficially owned
by each reporting
person with
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8 Shared voting power
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9 Sole dispositive power
24,818,217
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10 Shared dispositive power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
24,818,217
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
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13 Percent of Class Represented by Amount in Row (11)
61.9%
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14 Type of Reporting Person*
CO
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This Amendment No. 3 to Schedule 13D (the "Amendment") is being filed on
behalf of Tickets.com, Inc. (f/k/a Advantix, Inc.) ("Tickets.com") to amend the
Schedule 13D (the "Schedule 13D") which was originally filed on February 3,
1999, and amended on February 26, 1999 and July 9, 1999 (the "Prior Amendments")
relating to the common stock, $.003 par value (the "Common Stock") and Series G
Preferred Stock, which is convertible into Common Stock (the "Preferred Stock")
of Lasergate Systems, Inc., a Florida corporation (the "Issuer"). All terms used
and not otherwise defined in this Amendment shall have the meanings attributed
to such terms in the Schedule 13D, and the Prior Amendments This Amendment is
being filed pursuant to Rule 13d-2 of the General Rules and Regulations under
the Securities and Exchange Act of 1934 as amended. Only those items reported in
this Amendment are amended. All other items remain unchanged.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On October 20, 1999, Tickets.com and the Issuer entered into the First
Amendment to Agreement and Plan of Merger (the "First Amendment") which amended
Section 9.1 of the Merger Agreement to reflect that either Tickets.com or the
Issuer could terminate the Merger Agreement if the Effective Time shall not have
occurred on or before January 31, 2000, instead of October 31, 1999, which had
been the date originally set forth in the Merger Agreement. The Merger Agreement
was otherwise unchanged. A copy of the First Amendment is attached to this
Amendment as an exhibit and is incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - First Amendment to Agreement and Plan of Merger dated
October 20, 1999, between Tickets.com and the Issuer.
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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: October 29, 1999.
TICKETS.COM, INC.
By: /s/ TIM KELLY
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Tim Kelly, Executive Vice President
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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Exhibit 1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
TICKETS.COM, INC.
AND
LASERGATE SYSTEMS, INC.
DATED OCTOBER 20, 1999
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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This First Amendment (this "First Amendment") to Agreement and Plan of
Merger, dated as of October 20, 1999, is by and between Tickets.com, Inc., a
Delaware corporation ("Tickets.com") and Lasergate Systems, Inc., a Florida
corporation ("LSi").
BACKGROUND
Pursuant to an Agreement and Plan of Merger, dated June 21, 1999 (the
"Agreement"), by and among Tickets.com, Advantix Acquisition Corp., a Delaware
corporation (the "Company") and LSi, the Company, upon the affirmative vote of a
majority of the shareholders of LSi, shall be merged with and into LSi and shall
become a wholly-owned subsidiary of Tickets.com. All capitalized terms used and
not otherwise defined in this First Amendment shall have the meanings ascribed
to them in the Agreement. Accordingly, in consideration of the mutual covenants
and agreements set forth below, the parties agree as follows:
TERMS
1. Section 9.1 Termination. Section 9.1(b) of the Agreement is hereby amended in
its entirety to read as follows:
(b) by Tickets.com or LSi if either (i) the Effective Time shall
not have occurred on or before January 31, 2000; however, the right to
terminate this Agreement under this Section 9.1(b)(i) shall not be
available to any party whose failure to fulfill any obligation under
this Agreement has been the cause of, or resulted in, the failure of the
Effective Time to occur on or before such date unless such failure has
been outside the control of such party using its reasonable efforts; or
(ii) there shall be any statute, law, ordinance, rule, or regulation
that makes consummation of the Merger illegal or otherwise prohibited or
if any court of competent jurisdiction or Governmental Entity shall have
issued an order, decree, or ruling or taken any other action
restraining, enjoining, or otherwise prohibiting the Merger and such
order, decree, ruling, or other action shall have become final and
nonappealable, except such as have been sought by or on behalf of
Tickets.com.
2. Governing Law. This First Amendment shall be governed by and construed in
accordance with the laws of Florida, without regard to any applicable conflicts
of law.
3. Agreement Remains in Effect. Except as specifically modified by this First
Amendment, the Agreement remains in full force and effect.
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4. Counterparts. This First Amendment may be executed in counterpart originals,
and by facsimile transmission, each of which counterpart original shall be
deemed one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this First Amendment as of
the date first written above.
LASERGATE SYSTEMS, INC.
By: /s/ DAVID A. RILEY
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David A. Riley, Chief Executive
Officer and President
TICKETS.COM, INC.
By: /s/ Tim Kelley
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Name:
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Title: Executive Vice President
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