UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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)
February 6, 1998
(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 2 of 4
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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 *
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 108,730
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 108,730
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,730
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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)
8.6%
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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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32,502 Shares subject to options received from the
Issuer to purchase Common Stock exercisable
within sixty days of February 6, 1998; No
funds required for acquisition. Includes
6,250 shares subject to options that will
only vest upon the achievement of certain
performance objectives before the Issuer's
March 31, 1998 fiscal year end.
75,728 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
interest bearing loan agreement with Issuer
to pay withholding taxes associated with
37,864 shares of such distribution on August
15, 1997. Mr. Amoruso entered into a $30,000
interest bearing loan agreement with Issuer
to pay withholding taxes associated with
37,864 shares of such distribution on
February 6, 1998.
500 Stock purchased in the open market with
personal funds at an aggregate cost of
$750 on August 19, 1997.
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108,730 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 37,865 shares of Common Stock pursuant to Issuer's
1996 Incentive Deferral Plan. These shares will be distributed in
August 1998. Mr. Amoruso has been awarded an option to purchase
12,500 shares of Issuer's Common Stock which will vest in equal
quarterly installments beginning on June 30, 1998 and 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.
<PAGE>
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.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Amoruso beneficially owns 108,730 shares of Common
Stock (See Item 3). This represents 8.6% of the issued
and outstanding Common Stock. This includes 6,250 shares
subject to options that will only vest upon the
achievement of certain performance objectives before
the Issuer's March 31, 1998 fiscal year end.
(b) Mr. Amoruso has sole voting power and dispositive power
with respect to 108,730 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
--------------- ---------------------- ----------
December 31, 1997 1,563 Shares subject to N/A
options exercisable
pursuant to the
Issuer's 1996 Stock
Incentive Plan vested
on this date.
February 6, 1998 37,864 Stock bonus pursuant N/A
to Issuer's 1996
Incentive Deferral
Plan.
(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 on August 15,
1997, Mr. Amoruso has pledged 16,963 shares as security for an
interest bearing loan from the Issuer, the proceeds of which were
used to pay the withholding taxes relating to the bonus. With
respect to the 37,864 share stock bonus on February 6, 1998, Mr.
Amoruso has pledged 19,311 shares as security for an interest
bearing 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 is incorporated by reference to Schedule 13D filed
on August 28, 1997.
Pledge Agreement between Issuer and Donald J. Amoruso
dated February 6, 1998.
Promissory Note executed by Donald J. Amoruso dated August
15, 1997 is incorporated by reference to Schedule 13D filed on
August 28, 1997.
Promissory Note executed by Donald J. Amoruso dated
February 6, 1998.
<PAGE>
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: February 10, 1998 /s/ Donald J. Amoruso
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STOCK PLEDGE AGREEMENT
STOCK PLEDGE AGREEMENT, dated as of February 6, 1998,
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 19,311 shares of stock of Pledgee acquired
pursuant to the second distribution pursuant to Pledgee's 1996
Incentive Deferral Plan (the "Security"). Certificate No. COM
02940 , 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) The 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
termination 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 deliver 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
February 6, 1998
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 thirty thousand two
hundred and sixty three and 02/100 dollars ($30,263.02) at the
time or times set forth below. Interest shall be payable on the
principal amount at the rate of 5.70% per annum. Except as set
forth below, 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. I agree to repay the portion
of the principal amount of this promissory note in an amount
equal to the FICA withholding tax obligation (the "FICA
Principal") paid by the Company on my behalf in connection with
the second distribution of common stock pursuant to the Company's
1996 Incentive Deferral Plan by authorizing the Company to
continue to deduct an amount equal to the usual and customary
FICA tax withheld from my semi-monthly salary payments after I
have met my annual maximum withholding limit until the FICA
Principal has been repaid. 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
