UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
SCHEDULE 13D
Amendment No. 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)
Lawrence Powers
P.O. Box 1006
New York, N.Y. 10268
(914) 251-1800
(Name, address and telephone number of person
authorized to receive notices and communications)
- with a copy to -
Frederic M. Tudor, Esq.
Sills, Cummis, Radin, Tischman, Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
(973) 643-7000
December 24, 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 1 of 11
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SCHEDULE 13D
CUSIP NO. 847623303 Page 2 of 11
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lawrence M. Powers
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __X__
(b) _____
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _____
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
(7) SOLE VOTING POWER
NUMBER OF
SHARES 1,685,000
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 1,685,000
PERSON
WITH (9) SOLE DISPOSITIVE POWER
1,685,000
(10) SHARED DISPOSITIVE POWER
1,685,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,370,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* _____
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.8%
(14) TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP NO. 847623303 Page 3 of 11
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Powers & Co.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __X__
(b) _____
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _____
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 1,685,000
PERSON
WITH (9) SOLE DISPOSITIVE POWER
0
(10) SHARED DISPOSITIVE POWER
1,685,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,370,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* _____
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.8%
(14) TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP NO. 847623303 Page 4 of 11
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Powers & Co.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __X__
(b) _____
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _____
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 1,685,000
PERSON
WITH (9) SOLE DISPOSITIVE POWER
0
(10) SHARED DISPOSITIVE POWER
1,685,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,370,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* _____
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.8%
(14) TYPE OF REPORTING PERSON*
IN
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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 P.O. Box 1006,
New York, New York 10268. This statement relates to Issuer's Common Stock, $.001
par value (the "Common Stock").
Item 2. Identity and Background.
(a) This Schedule 13D Amendment is being filed on behalf of Lawrence
Powers, his son, Barclay Powers, and Powers & Co., a private family investment
organization which is a sole proprietorship owned by Lawrence Powers.
(b) Lawrence Powers' home address and the principal place of business of
Powers & Co. is 47 Beech Road, Englewood, NJ 07631. Barclay Powers' home address
and his principal place of business is 665 Walther Way, Los Angeles, CA 90049.
(c) Lawrence Powers is the Chief Executive Officer and Chairman of the
Board of Issuer. Lawrence Powers is the sole owner of Powers & Co., which has no
officers. Barclay Powers is an independent film product and is a partner with
Lawrence Powers in several investments.
(d) None of Lawrence Powers, Barclay Powers, nor Powers & Co. has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of Lawrence Powers, Barclay Powers, nor Powers & Co. has, 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) Lawrence Powers and Barclay Powers are both United States citizens.
On December 11, 1998 (the "Closing Date"), Issuer entered into a Stock
Purchase Agreement with Powers & Co., a sole proprietor ship owned by Lawrence
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 was 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 Lawrence
Powers. At the closing, Lawrence Powers intended to transfer promptly a portion
of the Common Stock and the Option to Maurice Schonfeld and to make the gifts of
additional portions of the Common Stock and the Option, all as described below.
On December 12, 1998, Powers & Co. transferred 500,000 shares of such
Common Stock and a portion of the Option (representing the right to acquire
300,000 shares of Common Stock) to Maurice Schonfeld. The total amount paid by
Mr. Schonfeld for the Common Stock and this portion of the Option was $100,000.
The transfer to Mr. Schonfeld was effected by telecopy and the mail. On that
same date Powers & Co. made a gift of 200,000 shares of its Common Stock and a
portion of its Option (representing the right to acquire 80,000 shares of Common
Stock) to Jon Gerber, a second cousin of Lawrence Powers. Transfer instructions
to effectuate this gift were given on December 27, 1998.
In addition, on December 12, 1998 Powers & Co. made gifts of (a) 995,000
shares of its Common Stock and a portion of its Option (representing the right
to acquire 690,000 shares of Common Stock) to Barclay Powers, and (b) a total of
310,000 shares of its Common Stock and a portion of its Option (representing the
right to acquire 40,000 shares of Common Stock) to four other individuals.
Transfer instructions to effectuate these gifts were given on December 27, 1998.
Lawrence Powers and Barclay Powers have a verbal understanding that the shares
of Common Stock and the portion of the Option (and any Common Stock issued upon
any exercise of such portion of the Option) gifted to Barclay Powers may be
voted, exercised and disposed of by either of them.
Page 5 of 11
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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.
In connection with the sale of the Common Stock and the Option to Powers &
Co. on the Closing Date, Issuer's directors as of the Closing Date appointed
Lawrence Powers a director of Issuer, and immediately thereafter Issuer's other
directors resigned. Issuer's previous officers as of the Closing Date also
resigned in connection with the transaction. Lawrence Powers, as the sole
remaining member of the Board elected Lawrence Powers as Chairman and Chief
Executive Officer and Mr. Gerber as Vice-President, Secretary and Treasurer. The
new Board also appointed Mr. Ingenito to the Board. The prior Board was informed
before the Closing Date of the intended transactions with Mr. Schonfeld and Mr.
Ingenito described above.
On December 21, 1998, Steven Gross, a former law firm colleague of Lawrence
Powers, and his son, Jason Gross, each entered into a Stock Purchase Agreement
with Issuer pursuant to which each purchased 250,000 shares of Common Stock and
an option to acquire an additional 150,000 shares of Common Stock at an exercise
price of $0.15 per share. These options are not exercisable until December 21,
1999 and may be exercised from such date until December 21, 2003. The total
purchase price paid by Steven Gross for the Common Stock and his Option was
$50,000, which was paid from family personal funds. The total purchase price
paid by Jason Gross for the Common Stock and his Option was $50,000, which was
paid from family personal funds.
On December 24, 1998, (a) Powers & Co. exercised the remaining Option in
its entirety and purchased 690,000 additional shares of Common Stock for
$103,500 (from his personal funds), and (b) Barclay Powers exercised his option
in its entirety and purchased 690,000 additional shares of Common Stock for
$103,500 (from his personal funds which he received by gift from Lawrence
Powers).
As a result of the above transactions, each of Barclay Powers and Powers &
Co. owns 1,685,000 shares of Common Stock and no options to acquire any
additional shares.
Lawrence Powers and Barclay Powers may be deemed to be a "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
However, each disclaims membership in a group with any of Messrs. Schonfeld,
Gerber or Ingenito, or with any other investors or recipients of gifts indicated
above.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the consideration paid by Powers & Co. for (a) its initial
purchase of Common Stock and the Option was $600,000, and (b) the exercise of
all of its remaining Option was $103,500, in each case from the personal funds
of Lawrence Powers. The source of the consideration paid by Barclay Powers for
the exercise of all of his option was $103,500 from his personal funds which he
received by gift from Lawrence Powers.
Item 4. Purpose of Transactions
Lawrence Powers and Barclay Powers acquired shares of Common Stock and the
Option to obtain a controlling equity interest in Issuer, and except as noted
below, currently intend to hold their shares of Common Stock for investment
purposes.
Lawrence Powers intends to change the strategic direction of Issuer to
focus on Internet marketing. He 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
Page 6 of 11
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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, he plans to
change Issuer's principal place of business in the near future. As indicated in
Item 2, Lawrence Powers and Barclay Powers have a verbal understanding that the
shares of Common Stock owned by Barclay Powers may be voted and disposed of by
either of them.
Lawrence Powers and Barclay Powers intend continuously to review their
investment in Issuer. In reaching any decision with respect to such investment,
they 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 their
review of any or all of the aforementioned factors, they may decide to purchase
additional securities of Issuer or to dispose of all or a portion of their
Common Stock.
Except as set forth in Item 2 or in this Item 4, neither Lawrence Powers
nor Barclay Powers has any 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, Lawrence Powers and Barclay Powers reserve 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) Each of Barclay Powers and Powers & Co. directly owns 1,678,500 shares
of Common Stock (See Item 2). Each of Lawrence Powers, Barclay Powers
and Powers & Co. beneficially owns 3,370,000 shares of Common Stock
(See Item 2). As indicated in Item 2, Lawrence Powers and Barclay
Powers have a verbal understanding that the shares of Common Stock
owned Barclay Powers may be voted and disposed of by either of them.
This beneficial ownership represents approximately 47.8% of the Common
Stock.
(b) Lawrence Powers has sole voting power and dispositive power with
respect to the shares of Common Stock owned by Powers & Co. As
indicated in Item 2, Lawrence Powers and Barclay Powers share voting
power and dispositive power with respect to the shares of Common Stock
owned by Barclay Powers.
(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 Lawrence Powers 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 by Powers & Co. No person other than
Barclay Powers 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 Barclay Powers.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None, other than as described in Item 2.
Item 7. Material to be Filed as Exhibits.
7.1 Stock Purchase Agreement between Powers & Co. and Spectrum Information
Technologies, Inc. dated December 11, 1998, with exhibits, is incorporated
by reference to Form 8-K filed by the Issuer on December 17, 1998.
7.2 Joint Filing Agreement pursuant to Rule 13d-1(f).
Page 7 of 11
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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.
Lawrence M. Powers
Date: January 12, 1999 /s/ Lawrence M. Powers
Page 8 of 11
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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.
POWERS & CO.
Date: January 12, 1999 By:/s/ Lawrence M. Powers
Name: Lawrence M. Powers
Title: Owner
Page 9 of 11
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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.
Barclay Powers
Date: January 12, 1999 /s/ Barclay Powers
Page 10 of 11
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EXHIBIT 7.2
Joint Filing Agreement
Pursuant to Rule 13d-1(f)
The undersigned hereby agree, pursuant to Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, that the annexed Statement on
Schedule 13D and all amendments thereto shall be filed on behalf of each of
them.
Barclay Powers
Date: January 12, 1999 /s/ Barclay Powers
-----------------------------
Lawrence Powers
Date: January 12, 1999 /s/ Lawrence M. Powers
-----------------------------
POWERS & CO.
Date: January 12, 1999 By: /s/ Lawrence M. Powers
-----------------------------
Name: Lawrence M. Powers
Title: Owner
Page 11 of 11
