UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Amendment No. 4
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SITI-SITES.COM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
847623303
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(CUSIP Number)
Lawrence Powers
Siti-Sites.com, Inc.
(f/k/a Spectrum Information Technologies, Inc.)
594 Broadway, Suite 1001
New York, NY 10012
212 965 0013
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(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
July 11, 2000
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_| .
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
Page 1 of
<PAGE>
CUSIP No. 847623303 SCHEDULE 13D Page 2 of 7
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lawrence M. Powers
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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 ITEM 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
3,618,333
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,618,333
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,618,333
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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)
24.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 847623303 SCHEDULE 13D Page 3 of 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Powers & Co.
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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 ITEM 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
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,618,333
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,618,333
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,618,333
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
The name of the issuer with respect to which this Amendment 4 on Schedule
13D is being filed is Siti- Sites.com, Inc., f/k/a Spectrum Information
Technologies, Inc. (hereinafter called the "Issuer"). The address of the
Issuer's principal executive offices is 594 Broadway, Suite 1001, New York, NY
10012. This statement relates to the Issuer's Common Stock, $.001 par value (the
"Common Stock").
Item 2. Identity and Background.
(a) This Amendment 3 on Schedule 13D is being filed on behalf of Lawrence
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.
(c) Lawrence Powers is the Chief Executive Officer and Chairman of the
Board of the Issuer. Lawrence Powers is the sole owner of Powers & Co., which
has no officers.
(d) Neither Lawrence Powers nor Powers & Co. has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Neither Lawrence 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 is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the consideration paid by Lawrence Powers, through Powers &
Co., for all of the transactions reported in Item 4 below was his personal
funds.
Item 4. Purpose of Transactions
The acquisitions of securities reported herein were made by Lawrence
Powers and Powers & Co. for investment purposes.
Except as set forth in this Item 4, neither Mr. Powers nor Powers & Co.
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 Schedule 13D. However,
Mr. Powers and Powers & Co. reserve the right to propose or participate in
future transactions that may result in one or more of such actions.
On June 8, 2000, principal investors, directors and executives, Lawrence
M. Powers, Robert Ingenito and John Iannitto, agreed with Issuer to invest
$1,000,000 for common stock and options, on the following basis:
1. Mr. Powers would invest $500,000 for 2,000,000 shares of common
stock, together with options to purchase an additional 1,000,000
shares for $.50 per share exercisable for five years.
2. Messrs. Ingenito and Iannitto would each invest $250,000 for
1,000,000 shares of common stock, respectively, together with
options, respectively, to purchase an additional 500,000 shares for
$.50 per share exercisable for five years.
3. Messrs. Powers, Ingenito and Iannitto plan immediately to divide
their respective investments further among family members and
business associates, consisting of Barclay V. Powers, John DiNozzi
and Mr. Iannitto's son (a minor), in varying amounts by gift or by
assignment.
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<PAGE>
Additionally, on June 26, 2000, principal investors, directors and
executives, Lawrence M. Powers, Robert Ingenito and John Iannitto, agreed with
Issuer to the following employment arrangements for the fiscal years 2001 and
2002 commencing April 1, 2000 and ending March 2002:
a) Robert Ingenito shall work as Vice-Chairman and President of the
Company, without cash compensation, and receive 300,000 shares of
its Common Stock for the fiscal year 2000, issued immediately, with
a certificate for 150,000 shares delivered to him as soon as
practicable, and a certificate for 150,000 shares delivered to him
on January 5, 2000.
b) Ingenito shall receive options to purchase an additional 300,000
shares, exercisable at $.50 per share, for a five year period ending
June 30, 2006, with an option certificate for 150,000 shares
delivered to him on June 30, 2001 and a similar certificate
delivered to him on January 5, 2002.
c) John Iannitto shall work as Executive Vice-President of the Company,
without cash compensation, and receive 200,000 shares of its Common
Stock for the fiscal year 2000, issued immediately, with a
certificate for 100,000 shares delivered to him as soon as
practicable, and a certificate for 100,000 shares delivered to him
on January 5, 2001.
d) Iannitto shall receive options to purchase an additional 200,000
shares, exercisable at $.50 per share, for a five year period ending
June 30, 2006, with an option certificate for 100,000 shares
delivered to him as soon as practicable, and a certificate for
100,000 shares delivered to him on January 5, 2001.
e) Lawrence M. Powers shall work as Chairman and Chief Executive
Officer of the Company, with neither cash compensation, nor
compensatory shares of Common Stock or options during said two
fiscal years 2001 and 2002.
Item 5. Interest in Securities of the Issuer.
(a) Lawrence Powers, through Powers & Co., directly and beneficially
owns 3,618,333 shares of Common Stock (See Item 2), representing
approximately 24.8% of the Common Stock.
(b) Lawrence Powers has sole voting power and dispositive power with
respect to the shares of Common Stock owned by or through Powers &
Co.
(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 4.
(d) No person other than Mr. Iannitto has the right to receive or the
power to direct the receipt of dividends from or the proceeds from
the sale of Common Stock beneficially owned by Mr. Iannitto.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None, other than described in Item 4.
Item 7. Material to be Filed as Exhibits.
1. Stock Purchase Agreement dated June 8, 2000 (Powers, Ingenito and
Iannitto) (1)
2. Stock Option Agreement Dated June 8, 2000, Entered Into Between the
Company and Lawrence M. Powers(1)
(1) Incorporated by reference to the Issuer's Annual Report on
Form 10-K filed on June 28, 2000.
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<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.
Lawrence M. Powers
Date: July 25, 2000 /s/ Lawrence M. Powers
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POWERS & CO.
Date: July 25, 2000 By:/s/ Lawrence M. Powers
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Name: Lawrence M. Powers
Title: Owner
Page 7 of
