UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
SCHEDULE 13D
Amendment No. 3
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SITI-SITES.COM, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
847623303
(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
(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 14, 1999
(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 15
<PAGE>
CUSIP No. 847623303 SCHEDULE 13D Page 2 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence M. Powers
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
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
2,718,333
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,718,333
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,718,333
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 847623303 SCHEDULE 13D Page 3 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Powers & Co.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,718,333
OWNED BY --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,718,333
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,718,333
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
The name of the issuer with respect to which this Amendment 3 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.
On December 14, 1999, the Issuer's stockholders approved a private
placement with Lawrence Powers, through Powers & Co., a sole proprietor ship
owned by Lawrence Powers, pursuant to the terms of an agreement (the "Stock
Purchase Agreement") dated July 26, 1999, between the Issuer and Powers & Co.
The terms of the Stock Purchase Agreement were subject to stockholder approval.
The closing of the Stock Purchase Agreement and the issuance of the shares
thereunder occurred on December 20, 1999.
Under the terms of the Stock Purchase Agreement, Mr. Powers, through
Powers & Co. paid $1,250,000 (which he had previously loaned to the Issuer) for
1,000,000 newly-issued shares of Common Stock and an option (the "500,000 Share
Option") to purchase 500,000 additional shares of Common Stock at $2.50 per
share, exercisable for five years.
In addition, on December 21, 1999, Mr. Powers, through Powers & Co.,
purchased from Maurice Schonfeld 166,666 shares of Common Stock, and an option
(the "Schonfeld Option") to purchase 100,000 additional shares of Common Stock
at $0.15 per share, exercisable until December 11, 2003, for an aggregate
purchase price of $33,333. At that time, Mr. Schonfeld sold his remaining shares
of Common Stock and his remaining options to two other individuals.
Finally, on December 22, 1999, Issuer entered into a Stock Purchase
Agreement with Powers & Co., Robert Ingenito, a director of the Issuer, and John
Dinozzio, a business partner of Mr. Ingenito's, pursuant to which (a) Lawrence
Powers, through Powers & Co. purchased 200,000 newly-issued shares of Common
Stock and an option (the "100,000 Share Option") to purchase 100,000 additional
shares of Common Stock at $2.50 per share, exercisable for five years, for a
purchase price of $250,000, (b) Mr. Ingenito purchased 100,000 newly-issued
shares of Common Stock and an option to purchase 50,000 additional shares of
Common Stock at $2.50 per share, exercisable for five years, for a purchase
price of $125,000, and (c) Mr. Dinozzio purchased 100,000 newly-issued shares of
Common Stock and an option to purchase 50,000 additional shares of Common Stock
at $2.50 per share, exercisable for five years, for a purchase price of
$125,000.
Page 4 of 15
<PAGE>
On January 2, 2000 Lawrence Powers, through Powers & Co., made a gift of
one-half of the 1,366,666 newly acquired shares of Common Stock described above
(i.e., 683,333 shares), and one-half of each of the 500,000 Share Option, the
Schonfeld Option and the 100,000 Share Option (representing the right to acquire
250,000 shares, 50,000 shares, and 50,000 shares, respectively, of Common Stock)
to Barclay Powers, who is Lawrence Powers' son and a director of the Issuer.
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 2 was his personal funds.
Item 5. Interest in Securities of the Issuer.
(a) Lawrence Powers, through Powers & Co., directly and beneficially owns
2,713,333 shares of Common Stock (See Item 2), representing approximately 26.9%
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.
Item 7. Material to be Filed as Exhibits.
1. Stock Purchase Agreement dated July 26, 1999, between the Company and
Powers & Co., incorporated by reference to Exhibit B to the Company's Definitive
Proxy Statement filed on November 23, 1999.
2. Form of Stock Option Agreement between the Company and Powers & Co.,
incorporated by reference to Exhibit C to the Company's Definitive Proxy
Statement filed on November 23, 1999.
3. Stock Option Agreement dated as of December 12, 1998, between the
Company and Powers & Co.
4. Stock Purchase Letter Agreement dated December 21, 1999 between Maurice
Schonfeld and Powers & Co.
5. Stock Purchase Agreement dated December 22, 1999 between the Company
and Powers & Co.
6. Stock Option Agreement dated December 22, 1999 between the Company and
Powers & Co.
Page 5 of 15
<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: December 27, 1999 /s/ Lawrence M. Powers
----------------------
POWERS & CO.
Date: December 27, 1999 By: /s/ Lawrence M. Powers
----------------------
Name: Lawrence M. Powers
Title: Owner
Page 6 of 15
<PAGE>
Exhibit 3
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is made as of the 21st day of December, 1999,
by and between Siti-Sites.com, Inc., a Delaware Corporation (the "Company"), and
Powers & Co. (the "Optionee").
WHEREAS, Maurice W. Schonfeld ("Schonfeld") had acquired 500,000 shares of
common stock, par value $0.001 per share, of the Company (the "Common Stock"),
and an option to purchase an additional 300,000 shares of Common Stock at an
exercise price of $0.15 per share, exercisable until December 12, 2003; and
WHEREAS, Schonfeld and the Optionee, among others, have entered into a
letter agreement dated December 16, 1999 providing for the sale by Schonfeld to
the Optionee of a portion of (i) his shares of Common Stock of the Company and
(ii) his stock option.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (hereafter called this "Option"), to purchase all or any part of an
aggregate of one hundred thousand (100,000) shares of Common Stock on the terms
and conditions set forth herein.
2. EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration
dates as to the share underlying this Option shall be as follows:
Number of Share Exercise Price Expiration Date
- --------------- -------------- ---------------
100,000 $0.15 per share December 12, 2003
3. DURATION. This Option shall become exercisable upon issuance of this
Option and shall remain exercisable at the stated price through the expiration
date set forth above. To facilitate partial transfer, exercise or sale, this
Option may be subdivided into options in smaller denominations upon the
Optionee's request in writing from time to time.
4. LIMITATION ON DISPOSITION. This Option and shares of Common Stock
underlying this Option have not been registered under the Securities Act of
1933, as amended (the "Act"), or under applicable state securities laws and,
therefore, cannot be sold, assigned, or otherwise transferred unless
subsequently registered under the Act and under applicable state securities laws
or an exemption from such registration is then available. The Optionee hereby
agrees that it will not sell, assign or transfer this Option or the shares of
Common Stock underlying this Option unless they are registered under the Act and
under applicable state securities laws or an exemption from such registration is
then available, according to a legal opinion reasonably acceptable to the
Company.
5. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivering written notice to the
Chief Executive Officer or Treasurer of the Company at its principal office no
less than three days in advance of the proposed exercise date. Such notice shall
specify the number of shares of Common Stock with respect to which this Option
is being exercised and the effective date of the proposed exercise and shall be
signed by the Optionee. The
Page 7 of 15
<PAGE>
notice shall be accompanied by a certified check or cash in the amount of the
aggregate option exercise price for such number of shares. In no event shall
stock be issued or certificates be delivered until full payment shall have been
received by the Company as to such exercise or partial exercise, nor shall the
Optionee have any right or status as a shareholder of such underlying shares
prior to such exercise. Certificates for shares of Common Stock purchased upon
the exercise of this Option shall be delivered to the Optionee as soon as
practicable following the effective date on which this Option is exercised.
6. ADJUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the Common Stock of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Common Stock as a dividend or upon a stock split,
then the number of shares subject to the unexercised portion of this Option
shall be appropriately adjusted by the Board of Directors of the Company. Any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of this Option. If, in the event of a
merger or consolidation, the Company is not the surviving corporation, and the
event that the agreement of merger or consolidation does not provide for the
substitution of a new option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of the Company, the Optionee shall have the right immediately prior
to the effective date of such merger, consolidation, dissolution or liquidation,
to exercise this Option in whole or in part, provided, however, that this Option
shall not be exercisable in whole or in part later than the date noted in
paragraph 2 above. Any adjustments made pursuant to this paragraph shall be made
by the Board of Directors of the Company, whose good faith determination in
compliance with Delaware law as to what adjustment shall be made and the extent
thereof, shall be final, binding and conclusive. In computing any adjustment
hereunder, any fractional share which might otherwise become subject to this
Option shall be eliminated.
SITI-SITES.COM, INC.
By:__________________________________________
Name:
Title:
OPTIONEE
POWERS & CO.
By:___________________________________________
Lawrence M. Powers, Owner/Sole Proprietor
Page 8 of 15
<PAGE>
Exhibit 4
December 16, 1999
Reese Schonfeld
Beauchamp Place Communications, Inc.
630 Fifthe Avenue, Suite 3163
New York, NY 10111
Re: Stock and Option Purchase Agreement
Dear Reese:
You have stated that you wish to sell your 500,000 shares of
Siti-Sites.com, Inc. common stock, together with your option to purchase an
additional 300,000 such shares, at your original cost of $100,000 for all such
securities. I have stated that I, and two other shareholders, Robert Ingenito
and Steven Gross were willing to buy them at such price, and we have agreed to
complete the purchase from you on the terms set forth herein. Each of us is
buying them separately (1/3 each) for members of our family or a business
associate.
Delivery of my check for $100,000 is made herewith. You hereby sell,
transfer, assign and deliver such shares and option, and represent and warrant
that you have good and marketable title and the securities are free and clear of
any liens or encumbrances.
However, you stated that you had mislaid the certificate for the shares
and the option certificate, and would require the transfer agent and the
corporation to assist you in issuing replacement documents therefor. As a
condition subsequent to this sale, you agree to execute the lost certificate
affidavit and request for replacement required by American Stock Transfer agency
and any similar document required by Siti-Sites.com, Inc., and to cooperate and
execute any supplementary stock powers or documents required finally to complete
this transaction and deliver transferable certificates and options to me, as
agent for the three purchasers. We shall be responsible for any stock transfer
taxes.
This will also confirm that I have encouraged you not to sell and to hold
on to your securities for long term investment. There are several beneficial
transactions in negotiation by Siti-Sites.com, Inc. which should add investor
value to its securities, and you have available to you our latest SEC filings
and our recent proxy statement. However, you stated that you were so
Page 9 of 15
<PAGE>
busy with other personal projects that you preferred to sell your stock and
option immediately, notwithstanding these facts, and I therefore acceded to your
request.
Upon execution of a copy of this letter and your collection on my check,
this transaction shall be deemed completed, with all right, title and interest
in the described securities deemed transferred and completed to the undersigned
as agent, subject only to your obligation to cooperate in steps required for
re-issuance of new certificates and options in the names of the new owners, as
described above.
Sincerely,
/s/ Lawrence M. Powers
Lawrence M. Powers
Agreed:
/s/ Reese Schonfeld
Reese Schonfeld
Page 10 of 15
<PAGE>
Exhibit 5
December 22, 1999
Siti-Sites.com, Inc.
594 Broadway, Suite 1001
New York, New York 10012
Re: Stock Purchase Agreement
Gentlemen:
The following sets forth the terms and conditions of a purchase of common
stock, $0.001 par value per share (the "Common Stock"), and options to purchase
additional Common Stock of Siti-Sites.com, Inc. (the "Company") by Powers &
Company ("Powers"), Robert Ingenito ("Ingenito"), and John Dinozzio ("Dinozzio"
and, together with Powers and Ingenito, the "Purchasers").
1. Purchase. (a) Powers agrees to purchase two hundred thousand (200,000)
shares of Common Stock, and an option to acquire one hundred thousand (100,000)
additional shares of Common Stock at an exercise price of two dollars and fifty
cents ($2.50) per share, exercisable for five years (the "Powers Option"), for a
total purchase price of two hundred fifty thousand dollars ($250,000), (b)
Ingenito agrees to purchase one hundred thousand (100,000) shares of Common
Stock, and an option to acquire fifty thousand (50,000) additional shares of
Common Stock at an exercise price of two dollars and fifty cents ($2.50) per
share, exercisable for five years (the "Ingenito Option"), for a total purchase
price of one hundred twenty-five thousand dollars ($125,000), and (c) Dinozzio
agrees to purchase one hundred thousand (100,000) shares of Common Stock, and an
option to acquire fifty thousand (50,000) additional shares of Common Stock at
an exercise price of two dollars and fifty cents ($2.50) per share, exercisable
for five years (the "Dinozzio Option" and, together with the Ingenito Option and
the Powers Option, the "Options"), for a total purchase price of one hundred
twenty-five thousand dollars ($125,000). The terms and provisions of the Powers
Option, the Ingenito Option and the Dinozzio Option are set forth in Exhibits A,
B and C, respectively, annexed hereto.
2. Stock Certificates; Payment. On the date hereof, (a) the Company has
authorized the Company's transfer Agent to deliver to the Purchasers one or more
stock certificates for the Common Stock purchased by them, issued in their names
or in such name(s) as may be designated by them, (b) the Company has delivered
to the Purchasers the executed Options, and (c) each Purchaser has delivered to
the Company a bank or certified check in the amount of the purchase price to be
paid by him, as set forth in Section 1 above.
3. Representations and Warranties of the Company. These representations
and warranties shall survive for twelve (12) months following the date hereof.
In consideration of the purchase and sale described above and the remaining
terms hereof, the Company represents and warrants to its knowledge that as of
the date hereof:
Page 11 of 15
<PAGE>
(a) Stock Ownership. Upon issuance to the Purchasers, the Common
Stock purchased hereunder (including the Common Stock underlying the Options)
will be duly authorized and validly issued, fully paid and non-assessable. The
Options will be enforceable in accordance with their respective terms.
(b) Title. Following consummation of the transactions described
above, the Company warrants title to the Common Stock and the Options purchased
hereunder, and covenants and agrees at its expense to defend each Purchaser's
right, title and ownership of the Common Stock purchased hereunder (whether
issued on the date hereof or upon exercise of an Option) against the claims and
demands of all persons whomsoever.
(c) Company's Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has all necessary powers to carry on its business as now operated
by it.
(d) Authorization to Convey Stock. (i) The Company has full power
and authority to enter into this Agreement and the Options, and the Company has
full power and authority to sell, convey, assign and transfer the Common Stock
and the Options purchased hereunder to the Purchasers and otherwise consummate
the transaction contemplated by this Agreement; (ii) this Agreement constitutes
the valid and binding obligation of the Company, enforceable in accordance with
its terms; (iii) neither the execution and delivery of this Agreement and the
Options, nor the consummation of the transaction contemplated herein in the
manner herein provided, will violate any agreement to which the Company is a
party or by which the Company is bound, or any law, order, decree or judgment
applicable to the Company; and (iv) no authorization, approval or consent of any
third party is required for the lawful execution, delivery and performance of
this Agreement and the Options by the Company.
4. Representations and Warranties of the Purchasers. In consideration of
the purchase and sale described above and the remaining terms hereof, each
Purchaser has executed and delivered to the Company an Investor's Representation
Letter in the form attached hereto as Exhibit D, pursuant to which he makes
certain representations and warranties to the Company as of the date hereof.
5. Modification, Discharge, Termination. Neither this Agreement nor any
provisions hereof shall be modified, discharged, or terminated except by an
instrument in writing signed by the party against whom any waiver, change,
discharge, or termination is sought.
6. Notices. Any notice, demand, or other communication that any party
hereto may be required, or may elect, to give to any other party hereunder shall
be sufficiently given if (a) deposited, postage prepaid, registered or
certified, return receipt requested, addressed to such address as may be given
herein; or (b) delivered personally or via nationally recognized overnight
courier at such address.
7. Successors and Assigns. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the parties' benefit and the
benefit of the parties' successors, legal representatives, and assigns.
8. Entire Agreement. This Agreement and the Exhibits hereto contains the
entire agreement of the parties, and there are no representations, covenants, or
other agreements except as stated or referred to herein.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, both substantive and
remedial.
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<PAGE>
10. Severability. If any provision of this Agreement shall be held to be
void or unenforceable under the laws of any place governing its construction or
enforcement, this Agreement shall not be voidable as a result thereof, but shall
be construed to be otherwise in force with the same effect as though such
provisions were omitted.
11. Section Headings. The section headings contained herein are for
reference purpose only and shall not in any way affect the meaning or
interpretation of this Agreement.
If the foregoing accurately reflects our agreement, please so indicate in
the appropriate space below.
SITI-SITES.COM, INC. POWERS & CO.
By: ________________________ By: ________________________
Name: Name: Lawrence M. Powers
Its: Its: Owner/Sole Proprietor
Address: Address:
594 Broadway, Suite 1001 47 Beech Road
New York, New York 10012 Englewood, New Jersey 07631
____________________________ ____________________________
ROBERT INGENITO JOHN DINOZZIO
Address: Address:
______________________ ______________________
______________________ ______________________
______________________ ______________________
Page 13 of 15
<PAGE>
Exhibit 6
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is made as of the 22nd day of December, 1999,
by and between Siti-Sites.com, Inc., a Delaware Corporation (the "Company"), and
Powers & Co. (the "Optionee").
WHEREAS, the Company, the Optionee and certain other individuals have
entered into a Stock Purchase Agreement dated the date hereof, providing for the
sale to the Optionee of shares of common stock, par value $0.001 per share, of
the Company (the "Common Stock"), and the stock option described herein for an
aggregate purchase price of $250,000; and
NOW, THEREFORE, in consideration of the payment described, the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the parties hereto agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (hereafter called this "Option"), to purchase all or any part of an
aggregate of one hundred thousand (100,000) shares of Common Stock on the terms
and conditions set forth herein.
2. EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration
dates as to the share underlying this Option shall be as follows:
Number of Share Exercise Price Expiration Date
- --------------- -------------- ---------------
100,000 $2.50 per share December 22, 2004
3. DURATION. This Option shall become exercisable upon issuance of this
Option and shall remain exercisable at the stated price through the expiration
date set forth above. To facilitate partial transfer, exercise or sale, this
Option may be subdivided into options in smaller denominations upon the
Optionee's request in writing from time to time.
4. LIMITATION ON DISPOSITION. This Option and shares of Common Stock
underlying this Option have not been registered under the Securities Act of
1933, as amended (the "Act"), or under applicable state securities laws and,
therefore, cannot be sold, assigned, or otherwise transferred unless
subsequently registered under the Act and under applicable state securities laws
or an exemption from such registration is then available. The Optionee hereby
agrees that it will not sell, assign or transfer this Option or the shares of
Common Stock underlying this Option unless they are registered under the Act and
under applicable state securities laws or an exemption from such registration is
then available, according to a legal opinion reasonably acceptable to the
Company.
5. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivering written notice to the
Chief Executive Officer or Treasurer of the Company at its principal office no
less than three days in advance of the proposed exercise date. Such notice shall
specify the number of shares of Common Stock with respect to which this Option
is being exercised and the effective date of the proposed exercise and shall be
signed by the Optionee. The notice shall be accompanied by a certified check or
cash in the amount of the aggregate option exercise price for such number of
shares. In no event shall stock be issued or certificates be delivered until
full payment shall have been received by the Company as to such exercise or
partial exercise, nor shall the Optionee have any right or status as a
shareholder of such underlying shares prior to such exercise.
Page 14 of 15
<PAGE>
Certificates for shares of Common Stock purchased upon the exercise of this
Option shall be delivered to the Optionee as soon as practicable following the
effective date on which this Option is exercised.
6. ADJUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the Common Stock of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Common Stock as a dividend or upon a stock split,
then the number of shares subject to the unexercised portion of this Option
shall be appropriately adjusted by the Board of Directors of the Company. Any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of this Option. If, in the event of a
merger or consolidation, the Company is not the surviving corporation, and the
event that the agreement of merger or consolidation does not provide for the
substitution of a new option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of the Company, the Optionee shall have the right immediately prior
to the effective date of such merger, consolidation, dissolution or liquidation,
to exercise this Option in whole or in part, provided, however, that this Option
shall not be exercisable in whole or in part later than the date noted in
paragraph 2 above. Any adjustments made pursuant to this paragraph shall be made
by the Board of Directors of the Company, whose good faith determination in
compliance with Delaware law as to what adjustment shall be made and the extent
thereof, shall be final, binding and conclusive. In computing any adjustment
hereunder, any fractional share which might otherwise become subject to this
Option shall be eliminated.
SITI-SITES.COM, INC.
By:__________________________________________
Name:
Title:
OPTIONEE
POWERS & CO.
By:___________________________________________
Lawrence M. Powers, Owner/Sole Proprietor
Page 15 of 15
