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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 2)/1/
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
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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
One Galleria Tower
13355 Noel Road
Suite 1555
Dallas, Texas 75240-6604
(972)702-7055
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 1999
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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 4 Pages)
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/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 4
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13D
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CUSIP NO. 232046102 PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 IRS. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David P. Cook
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
2,191,312/(1)/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,191,312/(1)/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,191,312/(1)/
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.87%/(2)/
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TYPE OF REPORTING PERSON
14
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, 531,828 of which became
exercisable as of November 1, 1998, and 531,828 of which became exercisable
as of February 1, 1999. The options continue to vest in equal quarterly
installments of 531,828 shares on 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 2,127,312
shares subject to stock options held by Mr. Cook that are or will become
exercisable as of May 1, 1999.
Page 2 of 4
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This Amendment No. 2 relates to a Schedule 13D filed on September 4, 1998
(the "Schedule") by David P. Cook with respect to shares he beneficially owns of
the Common Stock, par value $.01 per share (the "Common Stock") of CustomTracks
Corporation, a Texas corporation (the "Company"), the principal executive
offices of which are located at Galleria Tower One, 13355 Noel Road, Suite 1555,
Dallas, Texas 75240.
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, 531,828 of which became exercisable as of
November 1, 1998, and 531,828 of which became exercisable as of February 1,
1999. The options continue to vest in equal quarterly installments of
531,828 shares on 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on March 2, 1999, Mr. Cook
beneficially owned (within the meaning of Rule 13d-3(d)(1)) 2,191,312
shares of Common Stock, which constitute approximately 12.87% 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 CustomTracks Corporation's Form 10-Q for the quarter ended
September 30, 1998) plus the shares subject to issuance upon exercise of
the Options that are currently vested or vest within the next 60 days.
Page 3 of 4
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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 March 2, 1999 /s/David P. Cook
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David P. Cook
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