UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
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Comet Technologies, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
20037A 10 2
(CUSIP Number)
Mark E. Lehman
Lehman, Jensen & Donahue, L.C.
8 East Broadway, Suite 620
Salt Lake City, Utah 84111
(801) 532-7858
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 12, 1999
(Date of Event which Requires Filing of This Statement)
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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 |_|.
Check the following box if a fee is being paid with the statement
|_|.
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
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).
<PAGE>
CUSIP NO. 20037A 10 2 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON and S.S. OR I.R.S. IDENTIFICATION
NO.
Jack M. Gertino ###-##-####
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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*
Working capital
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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 citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES 375,680 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0- shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 375,680 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0- shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
375,680 shares
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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)
9.9%
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14 TYPE OF REPORTING PERSON*
IN Individual
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<PAGE>
CUSIP NO. 20037A 10 2 13D Page 3 of 5 Pages
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Item 1. Security and Issuer
Title of Class of Equity Securities: Common Stock,
$0.001 par value per share, of Comet Technologies, Inc.
Name and Address of Principal Executive Offices of the
Issuer:
Comet Technologies, Inc.
10 West 100 South, Suite 610
Salt Lake City, Utah 84101
Item 2. Identity and Background
(a) Name of Person Filing: Jack M. Gertino, Director,
Secretary and Treasurer of Comet Technologies, Inc.
(b) Business Address: 10 West 100 South, Suite 610,
Salt Lake City, Utah 84101.
(c) Principal Occupation and the Name of Principal
Business and Address of any corporation in which such
employment is conducted:
Self-employed Investor
10 West 100 South, Suite 610
Salt Lake City, Utah 84101
(801) 532-7851
(d) Conviction of a Criminal Proceeding (excluding
traffic violations or similar misdemeanors) during the
last five years: No
(e) Party in a Civil Proceeding during the last five
years and as a result 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: No
(f) Citizenship: U.S.
Item 3: Source and Amount of Funds or Other
Consideration
Working capital funds in the amount of $4,040.64 were
used to purchase 175,680 shares of Comet Technologies,
Inc. and 200,000 shares were acquired in consideration
for past services rendered to Comet Technologies, Inc.
<PAGE>
CUSIP NO. 20037A 10 2 13D Page 4 of 5 Pages
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Item 4. Purpose of Transaction
The reporting person acquired the shares of Comet
Technologies, Inc. reported herein for investment
purposes. At this time, it has no intention of
acquiring additional shares of Comet Technologies, Inc.
reported herein, although it reserves the right to make
additional purchases from time to time. Any decision to
make such additional purchase will depend, however, on
various factors, including, without limitation, the
price of the common stock, stock market conditions and
the business prospects of Comet Technologies, Inc.
reported herein. The reporting person has no present
intention or arrangements or understandings to effect
any of the transactions listed in Item 4(a)-(j) of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
Percentage of Common Stock of Comet Technologies, Inc.
owned (based on 3,598,000 shares of common stock
outstanding as of March 31, 1999: 9.9%
(b) Sole Voting Power: 375,680 shares
Sole Dispositive Power: 375,680 shares
Shared Voting Power: -0- shares
Shared Dispositive Power: -0- shares
(c) Not applicable
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The reporting person was granted by Comet Technologies,
Inc. options to purchase 200,000 shares of common stock
each at an exercise price of $0.1875.The options are
vested and expire in March 2009. The options were
issued to compensate the reporting person for his
services to the Company over the past 13 years, for
which he has received no other compensation. The
reporting person does not have any other contracts,
arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any
securities of the Issuer, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Stock Option Agreement as disclosed in Item 6.
<PAGE>
CUSIP NO. 20037A 10 2 13D Page 5 of 5 Pages
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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.
June 28, 1999
/S/Jack M. Gertino
Secretary and Treasurer/
Comet Technologies, Inc.
Exhibit 1
Comet Technologies, Inc.
Schedule 13D
COMET TECHNOLOGIES, INC.
Option for the purchase of 200,000 Shares of Common
Stock
Par Value $0.001
STOCK OPTION AGREEMENT
THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF,
BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK
ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND
ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT OR OTHER
COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF
THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE
OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND SUCH STATE STATUTES.
This is to certify that, for value received,
JACK M. GERTINO (the "Optionee") is entitled to
purchase from COMET TECHNOLOGIES, INC. (the
"Company"), on the terms and conditions hereinafter
set forth, all or any part of 200,000 shares ("Option
Shares") of the Company's common stock, par value
$0.001 (the "Common Stock"), at the purchase price of
$0.1875 per share ("Option Price"). Upon
exercise of this option in whole or in part, a
certificate for the Option Shares so purchased
shall be issued and delivered to the Optionee. If
less than the total option is exercised, a new option
of similar tenor shall be issued for the
unexercised portion of the options represented by
this Agreement.
This option is granted subject to the following
further terms and conditions:
1. This option shall vest and be exercisable
immediately, and shall expire at 5:00 p.m. Salt Lake
City time on March 10, 2009.
In order to exercise this option with respect to all
or any part of the Option Shares for which this
option is at the time exercisable, Optionee (or in
the case of exercise after Optionee's death,
Optionee's executor, administrator, heir or
legatee, as the case may be) must take the following
actions:
(a) Deliver to the Corporate Secretary
of the Corporation an executed notice of exercise in
substantially the form of attached to this Agreement
(the "Exercise Notice") in which there is specified
the number of Option Shares which are to be
purchased under the exercised option.
(b) Pay the aggregate Option Price for
the purchased shares through one or more of the
following alternatives:
(i) full payment in cash or by check
made payable to the
Corporation's order;
(ii) full payment in shares of
Common Stock held for the
requisite period necessary to
avoid a charge to the
Company's earnings for
financial reporting purposes
and valued at Fair Market
Value on the Exercise Date (as
such term is defined below);
(iii) full payment through a
combination of shares of Common
Stock held for the requisite
period necessary to avoid a
charge to the Company's
earnings for financial
reporting purposes and valued
at Fair Market Value on the
Exercise Date and cash or check
payable to the Company's order;
(iv) full payment effected through a
broker-dealer sale and
remittance procedure pursuant to
which Optionee shall provide
concurrent irrevocable written
instructions (i) to a brokerage
firm to effect the immediate
sale of the purchased shares and
remit to the Company, out of the
sale proceeds available on the
settlement date, sufficient
funds to cover the aggregate
Option Price payable for the
purchased shares plus all
applicable Federal, state and
local income and employment
taxes required to be withheld in
connection with such purchase
and (ii) to the Company to
deliver the certificates for the
purchased shares directly to
such brokerage firm in order to
complete the sale transaction;
or
(v) full payment through conversion of
the option to purchase Option
Shares into the number of
fully paid and nonassessable
Option Shares calculated
pursuant to the following
formula:
X = Y (A-B)
A
where: X = the number of Option
Shares to be issued to the Optionee;
Y = the number of
Option Shares for which the
conversion right is being
exercised;
A = the Fair Market Value
per share as of the date of
exercise of such conversion
right; and
B = the Option Price
with respect to such Option
Shares.
(c) Furnish to the Corporation
appropriate documentation that the person or
persons exercising the option (if other than
Optionee) have the right to exercise this option.
(d) For purposes of this Agreement, the
Exercise Date shall be the date on which the
executed Exercise Notice shall have been
delivered to the Company. Except to the extent the
sale and remittance procedure specified above is
utilized in connection with the option exercise,
payment of the Option Price for the purchased shares
must accompany such Exercise Notice.
(e) For all valuation purposes under
this Agreement, the Fair Market Value per share of
Common Stock on any relevant date shall be
determined in accordance with the following
provisions:
(i) If the Common Stock is not at
the time listed or admitted
to trading on any national
securities exchange but is
traded on the Nasdaq National
Market, the Fair Market Value
shall be the mean between the
highest "bid" and lowest
"offered" quotations of a share
of Common Stock on such date (or
if none, on the most recent date
on which there were bid and
offered quotations of a
share of Common Stock), as
reported by the Nasdaq National
Market or any successor system.
(ii) If the Common Stock is at the
time listed or admitted to
trading on any national
securities exchange, then the
Fair Market Value shall be the
closing selling price per share
on the date in question on
the securities exchange, as
such price is officially
quoted in the composite tape
of transactions on such
exchange. If there is no
reported sale of Common Stock
on such exchange on the date
in question, then the Fair
Market Value shall be the
closing selling price on the
exchange on the last
preceding date for which
such quotation exists.
(iii) If the Common Stock is
not listed on such date on any
national securities exchange nor
included in the Nasdaq National
Market, but is traded in the
over-the-counter market, the
highest "bid" quotation of a
share of Common Stock on such
date (or if none, on the most
recent date on which there
were bid quotations of a share
of Common Stock), as reported
on the Nasdaq Smallcap Market or
the NASD OTC Bulletin Board, as
applicable.
(f) Upon such exercise, the Company
shall issue and cause to be delivered with all
reasonable dispatch (and in any event within three
business days of such exercise) to or upon the
written order of the Optionee at its address, and in
the name of the Optionee, a certificate or
certificates for the number of full Option Shares
issuable upon the exercise together with such other
property (including cash) and securities as may
then be deliverable upon such exercise. Such
certificate or certificates shall be deemed to
have been issued and the Optionee shall be deemed
to have become a holder of record of such Option
Shares as of the Exercise Date.
2. The Optionee acknowledges that the
shares subject to this option have not and will not
be registered as of the date of exercise of this
option under the Securities Act or the securities
laws of any state. The Optionee acknowledges that
this option and the shares issuable on exercise of
the option, when and if issued, are and will be
"restricted securities" as defined in Rule 144
promulgated by the Securities and Exchange
Commission and must be held indefinitely unless
subsequently registered under the Securities Act and
any other applicable state registration
requirements. Except as provided herein, the
Company is under no obligation to register the
securities under the Securities Act or under
applicable state statutes. In the absence of such
a registration or an available exemption from
registration, sale of the Option Shares may be
practicably impossible. The Optionee shall confirm
to the Company the representations set forth above
in connection with the exercise of all or any
portion of this option. The Company agrees to
register or qualify the Option Shares, but not this
option, for resale as follows:
(a) If, at any time during the period in
which the rights represented by this Agreement
are exercisable, the Company proposes to file a
registration statement or notification under the
Securities Act for the primary or secondary sale of
any debt or equity security, it will give written
notice at least 30 days prior to the filing of
such registration statement or notification to
the Optionee of its intention to do so. The
Company agrees that, after receiving written
notice from the Optionee of its desire to
include its Option Shares in such proposed
registration statement or notification, the
Company shall afford the Optionee the opportunity
to have its Option Shares included therein.
Notwithstanding the provisions of this paragraph
2(b), the Company shall have the right, at any
time after it shall have given written notice
pursuant to this paragraph (whether or not a
written request for inclusion of the Option Shares
shall be made) to elect not to file any such
proposed registration statement or notification or
to withdraw the same after the filing but prior
to the effective date thereof. In no event shall
the Company be obligated to include
the Option Shares in any registration statement or
notification under this paragraph 2(b) if, in the
opinion of the underwriter, the inclusion of the
Option Shares in such registration statement or
notification would be materially detrimental to the
proposed offering of debt or equity securities
pursuant to which the Company gave notice to
the holders under this paragraph;
provided, that the Option Shares shall not be
excluded from any such registration statement or
notification if debt or equity securities of the
Company held by any other persons are, or will be,
included in such registration statement or
notification.
(b) In connection with the filing of a
registration statement, notification, or post-
effective amendment under this
section, the Company covenants and agrees:
(i) to pay all expenses of such
registration statement, notification, or
post-effective amendment, including, without
limitation, printing charges, legal fees and
disbursements of counsel for the Company,
blue sky expenses, accounting fees and filing
fees, but not including legal fees and
disbursements of counsel to the Optionee and
any sales commissions on Option Shares offered
and sold;
(ii) to take all necessary action which
may reasonably be required in qualifying or
registering the Option Shares included in a
registration statement, notification or post
effective amendment for the offer and
sale under the securities or blue sky laws
of such states as requested by the Optionee;
provided that the Company shall not be
obligated to execute or file any general
consent to service of process or to qualify
as a foreign corporation to do business under
the laws of any such jurisdiction; and
(iii) to utilize its best efforts to
keep the same effective on a continuous or
shelf basis until all registered Option
Shares of the Optionee have been sold.
(c) The Optionee shall cooperate with the
Company and shall furnish such information as the
Company may request in connection with any such
registration statement, notification or post
effective amendment hereunder, on which the
Company shall be entitled to rely, and the
Optionee shall indemnify and hold harmless the
Company (and all other persons who may be subject to
liability under the Securities Act or otherwise)
from and against any and all claims, actions, suits,
liabilities, losses, damages, and expenses of
every nature and character (including, but
without limitation, all attorneys' fees and
amounts paid in settlement of any claim, action,
or suit) which arise or result directly or
indirectly from any untrue statement of a material
fact furnished by the Optionee in connection
with such registration or qualification, or
from the failure of the Optionee to furnish
material information in connection with the facts
required to be included in such registration
statement, notification or post-effective amendment
necessary to make the statements therein not
misleading.
3. The Company, during the term of this
Agreement, will obtain from the appropriate
regulatory agencies any requisite authorization in
order to issue and sell such number of shares of its
Common Stock as shall be sufficient to satisfy
the requirements of the Agreement.
4. The number of Option Shares
purchasable upon the exercise of this option and
the Option Price per share shall be subject to
adjustment from time to time subject to the
following terms. If the outstanding shares of
Common Stock of the Company are increased,
decreased, changed into or exchanged for a
different number or kind of shares of the
Company through reorganization, recapitalization,
reclassification, stock dividend, stock split or
reverse stock split, the Company or its successors
and assigns shall make an appropriate and
proportionate adjustment in the number or kind of
shares, and the per-share Option Price thereof,
which may be issued to the Optionee under
this Agreement upon exercise of the options
granted under this Agreement. The purchase rights
represented by this option shall not be exercisable
with respect to a fraction of a share of Common
Stock. Any fractional shares of Common Stock
arising from the dilution or other adjustment in the
number of shares subject to this option shall
rounded up to the nearest whole share.
5. The Company covenants and agrees that all
Option Shares which may be delivered upon the
exercise of this option will, upon delivery, be
free from all taxes, liens, and charges with
respect to the purchase thereof; provided, that the
Company shall have no obligation with respect to
any income tax liability of the Optionee and the
Company may, in its discretion, withhold such
amount or require the Optionee to make such
provision of funds or other consideration as the
Company deems necessary to satisfy any income tax
withholding obligation under federal or state law.
6. The Company agrees at all times to
reserve or hold available a sufficient number of
shares of Common Stock to cover the number of
Option Shares issuable upon the exercise of this
and all other options of like tenor then
outstanding.
7. This option shall not entitle the holder
hereof to any voting rights or other rights as a
shareholder of the Company, or to any other
rights whatsoever, except the rights herein
expressed, and no dividends shall be payable or
accrue in respect of this option or the interest
represented hereby or the Option Shares
purchasable hereunder until or unless, and except to
the extent that, this option shall be exercised..
8. The Company may deem and treat the
registered owner of this option as the absolute
owner hereof for all purposes and shall not be
affected by any notice to the contrary.
9. In the event that any provision of this
Agreement is found to be invalid or otherwise
unenforceable under any applicable law, such
invalidity or unenforceability shall not be
construed as rendering any other provisions
contained herein invalid or unenforceable, and all
such other provisions shall be given full
force and effect to the same extent as though the
invalid or unenforceable provision were not
contained herein.
10. This Agreement shall be governed by and
construed in accordance with the internal laws of
the state of Utah, without regard to the principles
of conflicts of law thereof.
11. Except as otherwise provided herein,
this Agreement shall be binding on and inure to the
benefit of the Company and the person to whom
an option is granted hereunder, and such person's
heirs, executors, administrators, legatees,
personal representatives, assignees, and
transferees.
IN WITNESS WHEREOF, the Company has caused this
option to be executed by the signature of its
duly authorized officer, effective this 11th day
of March, 1999.
COMET TECHNOLOGIES, INC.
By /s/ Philip C. Gugel,
Vice President
The undersigned Optionee hereby acknowledges
receipt of a copy of the foregoing option and
acknowledges and agrees to the terms and conditions
set forth in the option.
/s/ Jack M. Gertino
Exercise Notice
(to be signed only upon exercise of Option)
TO: Comet Technologies, Inc.
The Optionee, holder of the attached
option, hereby irrevocable elects to exercise the
purchase rights represented by the option
for, and to purchase
thereunder,
________________________________ shares of common
stock of Comet Technologies, Inc., and herewith
makes payment therefor, and requests that the
certificate(s) for such shares be delivered to the
Optionee at:
_____________________________________ _____________
_____________________________________ _____________
_____________________________________ _____________
If purchase is to be effected by conversion of
the option to Common Stock, the Optionee hereby
converts option rights with respect to
__________________________________ Option Shares
represented by the option.
If acquired without registration under the
Securities Act of 1933, as amended ("Securities
Act"), the Optionee represents that the Common
Stock is being acquired without a view to, or for,
resale in connection with any distribution
thereof without registration or other compliance
under the Securities Act and applicable state
statutes, and that the Optionee has no direct or
indirect participation in any such undertaking
or in the underwriting of such an undertaking.
The Optionee understands that the Common Stock
has not been registered, but is being acquired
by reason of a specific exemption under the
Securities Act as well as under certain state
statutes for transactions by an issuer not
involving any public offering and that any
disposition of the Common Stock may, under certain
circumstances, be inconsistent with these
exemptions. The Optionee acknowledges that the
Common Stock must be held and may not be
sold, transferred, or otherwise disposed of
for value unless
subsequently registered under the Securities Act or
an exemption from such registration is available.
The Company is under no obligation to register the
Common Stock under the Securities Act, except as
provided in the Agreement for the option.
The certificates representing the Common Stock will
bear a legend restricting transfer, except in
compliance with applicable federal and state
securities statutes.
The Optionee agrees and acknowledges that
this purported exercise of the option is
conditioned on, and subject to, any compliance
with requirements of applicable federal and
state securities laws deemed necessary by the
Company.
DATED this ________ day of
________________________________, __________.
_______________________________________
Signature
