UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
SCHEDULE 13D
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)
Maurice W. Schonfeld
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)
December 12, 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.
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SCHEDULE 13D
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CUSIP NO. 847623303 Page 2 of 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maurice W. Schonfeld
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
PF
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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 800,000
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH
800,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
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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)
13.4%
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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 Issuer's principal executive offices is 2700
Westchester Avenue, Purchase, NY 10577. This statement relates to 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 Maurice W.
Schonfeld.
(b) Mr. Schonfeld's home address is One West 67th Street, New York,
New York 10023.
(c) Mr. Schonfeld is a member of Issuer's Board of Directors and is
the President of Beauchamp Place Communications, Inc., located at
70 Rockefeller Plaza, New York, New York 10111.
(d) Mr. Schonfeld has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Schonfeld 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. Schonfeld is a United States citizen.
On December 11, 1998 (the "Closing Date"), Issuer entered into a Stock
Purchase Agreement with Powers & Co., a sole proprietorship owned by Lawrence M.
Powers, pursuant to which Powers & Co. purchased 3,000,000 shares of Common
Stock and an option (the "Option") to acquire an additional 1,800,000 shares of
Common Stock at an exercise price of $0.15 per share. The Option is exercisable
from the Closing Date until December 11, 2003. Powers & Co. paid cash
consideration of $600,000 at the closing, from the personal funds of Mr. Powers.
On December 12, 1998, Powers & Co. sold 500,000 shares of its Common Stock
and a portion of its Option (representing the right to acquire an 300,000 shares
of Common Stock) to Mr. Schonfeld. The total purchase price paid by Mr.
Schonfeld for the Common Stock and this portion of the Option was $100,000. The
sale to Mr. Schonfeld was effected via telecopy and the mail.
In addition, on December 12, 1998, Powers & Co. made a gift of 200,000
shares of its Common Stock and a portion of its Option (representing the right
to acquire an 80,000 shares of Common Stock) to Jon Gerber, a second cousin of
Mr. Powers. The gift to Mr. Gerber was effected via telecopy and the mail.
In connection with the sale of the Common Stock and the Option to Powers &
Co., Issuer's directors as of the Closing Date appointed Mr. Powers a director
of Issuer, and immediately thereafter Issuer's other directors resigned.
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Issuer's previous officers as of the Closing Date also resigned in connection
with the transaction. Mr. Powers, as the sole remaining member of the Board,
filled two vacancies by appointing Messrs. Schonfeld and Gerber as directors of
Issuer.
The new Board elected Mr. Powers as Chairman and Chief Executive Officer and
Mr. Gerber as Vice-President, Secretary and Treasurer.
On December 12, 1998, Issuer also entered into a Stock Purchase Agreement
with Robert Ingenito pursuant to which Mr. Ingenito purchased 500,000 shares of
Common Stock and an option to acquire an additional 300,000 shares of Common
Stock at an exercise price of $0.15 per share. Mr. Ingenito's option is
exercisable from December 12, 1998 until December 12, 2003. The total purchase
price paid by Mr. Ingenito for the Common Stock and his option was $100,000,
which he paid from his own personal funds. The new Board then appointed Mr.
Ingenito to fill a vacancy on the Board. Mr. Schonfeld disclaims membership in a
group with any of Messrs. Powers, Gerber or Ingenito.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the consideration was from the personal funds of Mr.
Schonfeld.
Item 4. Purpose of Transactions
The acquisition of his Common Stock and his option has been made by Mr.
Schonfeld for investment purposes. He intends continuously to review his
investment in Issuer. In reaching any decision with respect to such investment,
he will take into consideration various factors, such as Issuer's business
prospects and financial position, other developments concerning Issuer, the
price level of the Common Stock, conditions in the securities markets, and
general economic and industry conditions. Depending upon the results of his
review of any or all of the aforementioned factors, he may decide to purchase
additional securities of Issuer or to dispose of all or a portion of his Common
Stock or his option.
As a member of Issuer's new Board, Mr. Schonfeld intends to change the
strategic direction of Issuer to focus on Internet marketing. The new Board also
intends to propose at the next meeting of Issuer's shareholders that Issuer's
Certificate of Incorporation be amended and restated to, among other things,
change Issuer's name to "Siti-Sites.com, inc.," to increase the number of
authorized shares of Common Stock and to remove certain provisions thereof which
Issuer's shareholders determine are no longer necessary or in the best interests
of Issuer. Although certain marketing projects are currently being considered,
no definitive plan or proposal has been formulated with respect to the
foregoing. There can be no assurance as to the terms or the timing of any such
plan or proposal. In addition, the new Board plans to change Issuer's principal
place of business in the near future.
Except as set forth in Item 2 or in this Item 4, Mr. Schonfeld has no other
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.
Schonfeld reserves the right to propose or participate in future transactions
that may result in one or more of such actions.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Schonfeld beneficially owns 800,000 shares of Common Stock
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(including an option to purchase 300,000 shares of Common Stock
that vested on December 11, 1998) (See Item 2). This beneficial
ownership represents approximately 13.4% of the Common Stock.
(b) Mr. Schonfeld has sole voting power and dispositive power with
respect to the shares of Common Stock.
(c) 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 except as described in Item 2.
(d) No person other than Mr. Schonfeld 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.
Schonfeld.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None, other than described in Item 2.
Item 7. Material to be Filed as Exhibits.
None.
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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.
Maurice W. Schonfeld
Date: December 22, 1998 /s/ Maurice W. Schonfeld
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