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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
CustomTracks Corporation (formerly known as Amtech Corporation)
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
232046102
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(CUSIP Number)
David P. Cook
Galleria Tower One
13355 Noel Road
Suite 1555
Dallas, Texas 75204
(972)702-7055
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 2, 1998
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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 which 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.
(Continued on following pages)
(Page 1 of 6 Pages)
_________________
/1/ The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 5
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CUSIP NO. 232046102 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
IRS. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David P. Cook
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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*
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
United States
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7 SOLE VOTING POWER
NUMBER OF SHARES 1,127,656/(1)/
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,127,656/(1)/
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,127,656/(1)/
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12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.06%/(2)/
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14 TYPE OF REPORTING PERSON*
IN
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(1) Mr. Cook holds stock options to purchase a total of 4,254,627 shares of
CustomTracks Common Stock, par value $.01 per share, 531,828 of which
became exercisable as of August 1, 1998 and 531,828 of which become
exercisable as of November 1, 1998. The options continue to vest in equal
quarterly installments of 531,828 shares on February 1, 1999; May 1, 1999;
August 1, 1999; November 1, 1999; and February 1, 2000; and an installment
of 531,831 on May 1, 2000. Mr. Cook owns directly 64,000 shares of Common
Stock.
(2) The total number of outstanding shares of CustomTracks Common Stock have
been increased pursuant to Rule 13d-3(d)(1)(i) to include the 1,063,656
shares subject to stock options held by Mr. Cook that are or will become
exercisable as of November 1, 1998.
Page 2 of 5
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ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the Common
Stock, par value $.01 per share (the "Common Stock") of CustomTracks
Corporation, a Texas corporation formerly known as Amtech Corporation (the
"Company"), the principal executive offices of which are located at
Galleria Tower One, 13355 Noel Road, Suite 1555, Dallas, Texas 75240.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of David P. Cook. Mr. Cook's
business address is Galleria Tower One, 13355 Noel Road, Suite 1555,
Dallas, Texas 75240. Mr. Cook is presently the Chairman, Chief Executive
Officer and President of CustomTracks. Mr. Cook has not, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Mr. Cook has not, during the last five
years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction that has subjected him 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. Mr. Cook is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective April 29, 1998, pursuant to the Stock Option Agreement dated
as of the same date between the Company and Mr. Cook (the "Option
Agreement"), the Company granted to Mr. Cook nonqualified stock options to
purchase a total of 4,254,627 shares of Common Stock at an exercise price
of $7.00 per share (twice the closing price of the Company's Common Stock
on the day preceding the date of the grant) 531,828 of which became
exercisable as of August 1, 1998 and 531,828 of which become exercisable as
of November 1, 1998. The options continue to vest in equal quarterly
installments of 531,828 shares on February 1, 1999; May 1, 1999; August 1,
1999; November 1, 1999; and February 1, 2000; and an installment of 531,831
on May 1, 2000. Mr. Cook owns directly 64,000 shares of Common Stock, which
he purchased using personal funds. The Options are exercisable until the
fifth anniversary of the date of grant or until they otherwise expire in
accordance with their terms. The Options vest immediately in the event (i)
of a change of control or sale of the Company or the sale of any material
Company subsidiary that is engaged in the digital data distribution
business or other business involving a concept primarily fostered by Mr.
Cook, (ii) more than 25% of the Company's voting securities are acquired by
any person, (iii) a majority of the Company's Board of Directors consists
of persons other than the current incumbents or their approved successors,
(iv) Mr. Cook's employment is terminated without "cause," as such term is
defined in the employment agreement dated as of April 29, 1998 between the
Company and Mr. Cook (the "Employment Agreement"), or (v) Mr. Cook
terminates employment for "good reason" (as defined in the Employment
Agreement). The Options also carry demand registration rights, which may be
exercised after the occurrence of any of the events specified in (i)
through (iii) above, and piggyback registration rights. Any description of
the Options in this Schedule 13D is qualified in its entirety by reference
to the Option Agreement, and any description of the terms of Mr. Cook's
employment in this Schedule 13D is qualified in its entirety by reference
to the Employment Agreement.
Page 3 of 5
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ITEM 4. PURPOSE OF TRANSACTION
The Options were granted to Mr. Cook as an inducement essential to Mr.
Cook's entering into a three-year employment arrangement with the Company
(Mr. Cook was not previously an employee). Mr. Cook will receive no salary
under the Employment Agreement. Mr. Cook may attempt to dispose of shares
of Common Stock (subject to transfer restrictions imposed by federal and
state securities laws) in the open market, in privately negotiated
transactions, by gift, or otherwise, if and when the Options are exercised.
Mr. Cook may, from time-to-time, purchase additional shares of the
Common Stock in the open market or privately negotiated transactions. With
that exception, Mr. Cook has no present plans or intentions that would
result in or relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on September 2, 1998, Mr. Cook
beneficially owned (within the meaning of Rule 13d-3(d)(1)) 1,127,656
shares of Common Stock, which constitute approximately 7.06% of the issued
and outstanding shares of Common Stock (as calculated in accordance with
such rule), based on 14,902,609 shares issued and outstanding (as
represented in Amtech Corporation's Form 10-Q for the quarter ended June
30, 1998) plus the shares subject to issuance upon exercise of the Options
that are currently vested or vest within 60 days of September 2, 1998.
(b) Mr. Cook has the sole power to vote or direct the vote of, and the
sole power to dispose or direct the disposition of, the 64,000 shares of
Common Stock he owns directly. Mr. Cook does not have the power to vote or
direct the vote of, or the power to dispose or direct the disposition of,
the shares of Common Stock underlying the Options unless and until the
Options are exercised to acquire such shares. The responses to Items (7)
through (11) of the portions of the cover page of Schedule 13D that relate
to beneficial ownership of shares of Common Stock are incorporated herein
by reference.
(c) Mr. Cook purchased 25,000 shares of the Common Stock in the open
market on July 31, 1998. With that exception, Mr. Cook has not purchased or
sold shares of the Common Stock during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As of April 29, 1998, the Company granted the Options to Mr. Cook
pursuant to the Option Agreement. Any description of the Options in this
Schedule 13D is qualified in its entirety by reference to the Option
Agreement. Federal and state law impose certain transfer restrictions on
the shares of Common Stock underlying the Options. The Company has granted
Mr. Cook certain demand and incidental registration rights under the Option
Agreement, but Mr. Cook has no current intention of requiring the Company
to file a registration statement with respect to the shares of Common Stock
underlying the Options.
To the best knowledge of the undersigned, there are no other
contracts, arrangements, understandings or relationships (legal or
otherwise) between the undersigned and any person with respect to any
securities of the Company, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
agreement, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Stock Option Agreement by and between the Company and David P. Cook
dated effective April 29, 1998 (incorporated by reference from the
Company's Form 10-Q for the quarterly period ended June 30, 1998).
2. Employment Agreement by and between the Company and David P. Cook
dated effective April 29, 1998 (incorporated by reference from the
Company's Form 10-Q for the quarterly period ended June 30, 1998).
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.
Dated as of September 2, 1998 /s/ DAVID P. COOK
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David P. Cook
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