UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SPECTRUM INFORMATION TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
847623303
(CUSIP Number)
Donald J. Amoruso
Spectrum Information Technologies, Inc.
2700 Westchester Avenue
Purchase, NY 10577
(914) 251-1800
(Name, address and telephone number of person
authorized to receive notices and communications)
August 28, 1997
(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 _.
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.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 847623303 Page 1 of 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald J. Amoruso SS# ###-##-#### [optional]
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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, 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
U.S.
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7 SOLE VOTING POWER
NUMBER OF 61,490
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 61,490
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,490
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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)
5.1%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
Item 1. Security and Issuer.
The name of the issuer with respect to which this Schedule
13D is being filed is Spectrum Information Technologies, Inc.
(hereinafter called the "Issuer"). The address of the Issuer's
principal executive offices is 2700 Westchester Avenue, Purchase,
NY 10577. This statement relates to the Issuer's Common Stock,
$.001 par value (the "Common Stock").
Item 2. Identity and Background.
(a) This Schedule 13D is being filed on behalf of
Donald J. Amoruso (the "Reporting Person").
(b) Mr. Amoruso's home address is 463 Sleepy Hollow
Road, Pleasantville, NY 10570.
(c) Mr. Amoruso is the Chief Executive Officer,
President and Chairman of the Board of the Issuer.
(d) Mr. Amoruso has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) Mr. Amoruso has not, during the last five years, been 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
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Amoruso is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Beneficial
Shares Source and Amount of Funds
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23,126 Shares subject to options received from the
Issuer to purchase Common Stock exercisable
within sixty days of August 28, 1997; No
funds required for acquisition.
37,864 Stock bonus pursuant to Chapter 11 plan of
reorganization approved by the U.S.
Bankruptcy Court for the Eastern District of
New York; Mr. Amoruso entered into a $19,000
loan agreement with Issuer to pay
withholding taxes associated with such
distribution.
500 Stock purchased in the open market with
personal funds at an aggregate cost of
$750.
61,490 Total amount of Beneficial Shares
Item 4. Purpose of Transactions
The acquisition of Common Stock has been made by Mr.
Amoruso for investment purposes. Although Mr. Amoruso has no
present intention to do so, he may make additional purchases or
make sales of Common Stock either in the open market or in
privately negotiated transactions. Mr. Amoruso has been awarded
an additional 75,728 shares of Common Stock pursuant to Issuer's
1996 Incentive Deferral Plan. These shares will be distributed in
equal installments in February 1998 and August 1998. Mr. Amoruso
has been awarded an option to purchase 12,500 shares of Issuer's
Common Stock which will vest in quarterly installments continuing
through March 31, 1999. Mr. Amoruso has also been awarded an
option to purchase up to an additional 12,500 shares of Common
Stock that will vest only upon the achievement of certain
performance objectives.
Except as set forth in this Item 4, Mr. Amoruso has no
present plan or proposal that relates to or would result in any
of the actions specified in clauses (a) through (j) of Item 4 of
the Schedule 13D. However, Mr. Amoruso reserves the right to
propose or participate in future transactions which may result in
one or more of such actions.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) Mr. Amoruso beneficially owns 61,490 shares of Common
Stock (See Item 3). This represents 5.1% of the issued
and outstanding Common Stock.
(b) Mr. Amoruso has sole voting power and dispositive power
with respect to the shares of Common Stock.
(c) Except for the following transactions, there have been
no transactions in respect of the Common Stock during
the past 60 days which are required to be reported in
this Item 5:
Shares of Common Stock Price Paid
Settlement Date Beneficially Owned Per Share
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June 30, 1997 3,333 Shares subject to options N/A
exercisable pursuant to a
grant made under Issuer's
1992 Stock Option Plan
vested on this date.
August 15, 1997 37,864 Stock bonus pursuant to N/A
Issuer's 1996 Incentive
Deferral Plan.
August 19, 1997 500 Stock purchased. $1.50
August 28, 1997 1,563 Shares subject to options N/A
exercisable pursuant to the
Issuer's 1996 Stock Incentive
Plan vested on this date.
The August 19, 1997 purchase was made by Mr. Amoruso through a
broker on the open market. The vested options and stock bonus
were issued by Issuer pursuant to the indicated compensation
plans.
(d) No person other than Mr. Amoruso has the right to
receive or the power to direct the receipt of
dividends from or the proceeds from the sale of Common
Stock owned beneficially by Mr.
Amoruso.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
With respect to the 37,864 share stock bonus, Reporting
Person has pledged 16,963 shares as security for a loan from the
Issuer, the proceeds of which were used to pay the withholding
taxes relating to the bonus.
Item 7. Material to be Filed as Exhibits.
Pledge Agreement between Issuer and Donald J. Amoruso dated
August 15,1997.
Promissory Note executed by Donald J. Amoruso dated August
15, 1997.
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.
Donald J. Amoruso
Date: September 4, 1997 /s/ Donald J. Amoruso
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STOCK PLEDGE AGREEMENT
STOCK PLEDGE AGREEMENT, dated as of August 15, 1997 between
Donald J. Amoruso ("Pledgor"), and Spectrum Information
Technologies, Inc., a Delaware Corporation ("Pledgee").
WHEREAS, Pledgor has requested and Pledgee has agreed to
make a loan (the "Loan") to Pledgor; and, Pledgor has agreed to
secure the Loan in order to induce Pledgee to make the Loan and,
upon the making of the Loan, has agreed to deliver to Pledgee the
Security (as defined in Section 1 below);
NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained, and to induce Pledgee to make
the Loan, it is agreed as follows:
1. Pledge. In order to secure the repayment of the Loan, Pledgor
hereby pledges, assigns, transfers, delivers, deposits and
confirms as a first priority pledge unto Pledgee and its
successors and assigns, 16,963 shares of stock of Pledgee
acquired pursuant to the first distribution pursuant to Pledgee's
1996 Incentive Deferral Plan (the "Security"). Certificate No.
COM 02273, representing the Security, is herewith delivered to
the Pledgee. Pledgor shall execute proper instruments of
assignment in blank upon request by the Pledgee.
2. Representations and Warranties. Pledgor represents and
warrants to Pledgee that:
(a) As of the date hereof, Pledgor is the sole holder of
record and beneficial owner of all of the shares of the Security,
free and clear of any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit, arrangement, lien, charge,
claim, security interest, easement or encumbrance, preference,
priority or other security agreement or preferential arrangement
of any kind or nature whatsoever ("Lien") thereon or affecting
the title thereto.
(b) The Pledgor has the right and all requisite authority
to pledge, transfer and deliver the Security to Pledgee as
provided herein. Pledgor warrants and will defend the title to
the Security and the Lien of Pledgee thereon against the claim of
any person claiming against or through Pledgor and will maintain
and preserve such Lien so long as this Agreement shall remain in
effect.
(c) No consent, approval, authorization or other order of
any person is required for the execution and delivery of this
Agreement by Pledgor or the delivery by Pledgor of the Security
to Pledgee as provided herein, except for those which have been
obtained. The representations and warranties set forth in this
Section 2 shall survive the execution and delivery of this
Agreement.
3. Pledgor's Rights. Unless Pledgor has defaulted under the
terms of the promissory note evidencing the Loan (the "Promissory
Note"):
(a) Pledgor shall have the right, from time to time, to
vote and give consents with respect to the Security, which shall
continue registered in his name for all purposes not inconsistent
with this Agreement.
(b) The Pledgor shall not be restricted by this Agreement
from selling the Security or any portion thereof at any time, in
which case the Pledgee or its agent shall concurrently deliver
the certificates representing the Security against payment by the
Pledgor or his agent of an amount equal to the outstanding amount
of the Loan plus accrued interest according to the terms of the
Promissory Note.
4. Covenants. Pledgor covenants and agrees that until the ter-
mination of this Agreement without the prior written consent of the
Pledgee, Pledgor will not sell, assign, transfer, mortgage, pledge or
<PAGE>
otherwise encumber any of his rights in or to be the Security.
5. Defaults and Remedy. If Pledgee shall not receive the
principal amount of the Loan and accrued interest in accordance
with the terms of the Promissory Note, Pledgee's sole remedy
shall be, at its election, to transfer and register in its name
or in the name of its nominee the whole or any part of the
Security, to exercise all voting rights with respect thereto, to
collect and receive all cash dividends and other distributions
made thereon and to sell in one or more sales the Security.
6. Waiver. No delay on Pledgee's part in exercising any power
of sale, Lien, option or other right hereunder, and no notice or
demand which may be given to or made upon Pledgor by Pledgee with
respect to any power of sale, Lien, option or other right
hereunder, shall constitute a waiver thereof, or limit or impair
Pledgee's right to take any action or to exercise any power of
sale, Lien, option, or any other right hereunder, without notice
or demand, or prejudice Pledgee's rights as against Pledgor in
any respect.
7. Expenses. (a) The Pledgor will pay to Pledgee all expenses
(including reasonable expenses for legal services of every kind)
of enforcement of any of the provisions of this Agreement or any
actual or attempted sale, or any exchange, enforcement,
collection, compromise or settlement of any of the Security and,
for the case of the Security, defending or asserting the rights
and claims of Pledgee in respect of the Security, by litigation
or otherwise, including distributions or payments with respect
thereto or grant a Lien in any therein
(b) Pledgor will, at its own expense, execute, acknowledge
and deliver all such instruments and take all such actions as
Pledgee from time to time may reasonably request in order to
ensure to Pledgee the benefits of the first priority Lien in and
to the Security intended to be created by this Agreement.
8. Notices. Except as otherwise provided herein, any notice
required hereunder shall be in writing, and shall be deemed to
have been validly served, given or delivered upon receipt after
transmitted by hand or by Federal Express or similar service, or
five business days after deposit in the United States mails,
registered first class mail, with proper postage prepaid, and
addressed to the Pledgee at 2700 Westchester Ave., Purchase, NY
10577 and to the Pledgor at the most recent address on file with
Pledgee.
9. Termination. At such time as the Loan has been fully
satisfied, Pledgee shall delivery to Pledgor the Security and all
instruments of assignment executed in connection therewith, free
and clear of the Lien hereof and all of Pledgor's obligations
hereunder shall thereupon terminate. When so released, such
Security shall be free and clear of any lien or encumbrance
hereunder.
10. Miscellaneous.
(a) Neither Pledgee nor any of its officers, directors,
employees, agents or counsel shall be liable for any action
lawfully taken or omitted to be taken by it or them hereunder or
in connection herewith and Pledgee shall not be liable for any
error or judgment made by it in good faith.
<PAGE>
(b) This Agreement shall be binding upon Pledgor and his
successors and assigns, and shall inure to the benefit of, and be
enforceable by, Pledgee and its successors, transferees and
assigns, and shall be governed by, and construed and enforced in
accordance with the law of the State of New York applicable to
contracts made and performed in such state, and none of the terms
or provisions of this Agreement may be waived, altered, modified
or amended except in writing duly signed for and on behalf of
Pledgee and Pledgor.
IN WITNESS WHEREOF, the parties hereto have caused this
Stock Pledge Agreement to be duly executed as of the date first
above written.
PLEDGEE PLEDGOR
/s/ Christopher M. Graham /s/ Donald J. Amoruso
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Spectrum Information Name: Donald J. Amoruso
Technologies, Inc.
By: Christopher M. Graham
Its: General Counsel
August 15, 1997
PROMISSORY NOTE
I, Donald J. Amoruso, for value received, promise to pay to
Spectrum Information Technologies, Inc., a Delaware corporation
(the "Company"), the principal amount of Nineteen thousand eighty
three and 46/100 dollars ($19,083.46) at the time or times set
forth below. Interest shall be payable on the principal amount at
the rate of 6.23% per annum. The principal amount of this
Promissory Note and accrued interest shall be fully due and
payable within thirty (30) days of demand by the Company. The
Promissory Note may be prepaid in whole or in part at any time at
my election; provided, however that simultaneously with the sale
of any shares of the Company owned by me and pledged to secure my
obligation under this Promissory Note, the principal amount of
this Promissory Note and accrued interest shall be due and
payable to the extent of the net cash proceeds from such sale and
such net cash proceeds shall be applied in full first to the
repayment of the principal amount of this Promissory Note and
then accrued interest. Payments pursuant to this Promissory Note
shall be made in lawful money of the United States of America.
This Promissory Note is non-transferable, except by operation of
law. I promise to pay all costs and expenses, including
reasonable attorneys' fees and disbursements, incurred by the
Company in the enforcement of my obligations hereunder. This
Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York. IN WITNESS WHEREOF, I
have caused this Promissory Note to be duly executed, all as of
the day and year first above written.
/s/ Donald J. Amoruso
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By: Donald J. Amoruso
