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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
(AMENDMENT NO. 7)(1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
ZixIt Corporation
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
98974P100
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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)
May 1, 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 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 3 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).
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CUSIP NO. 98974P100 SCHEDULE 13D/A PAGE 2 OF 3 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
2,500,077 (1)
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,500,077(1)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,077(1)
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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)
13.19%(2)
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14 TYPE OF REPORTING PERSON*
IN
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(1) Mr. Cook holds stock options, granted in connection with his employment, to
purchase a total of 2,376,077 shares of ZixIt Common Stock, par value $.01
per share, which are currently exercisable. Mr. Cook owns directly 94,000
shares of ZixIt Common Stock. Mr. Cook also holds fully vested options to
acquire 30,000 shares of ZixIt Common Stock, which he acquired in his
capacity as a director of ZixIt Corporation.
(2) The total number of outstanding shares of ZixIt Common Stock have been
increased pursuant to Rule 13d-3(d)(1)(i) to include the 2,406,077 shares
subject to the stock options held by Mr. Cook.
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This Amendment No. 7 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 ZixIt
Corporation, a Texas corporation (the "Company"), the principal executive
offices of which are located at One Galleria Tower, 13355 Noel Road, Suite 1555,
Dallas, Texas 75240-6604.
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 (the "Employment
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). Subsequently, Mr. Cook has
exercised and publicly sold 251,700 of the employment option shares and
reallocated other of the employment option shares. A recent reallocation was for
1,222,223 option shares, effective May 1, 2000, to a group of investors led by
H. Wayne Huizenga, who have agreed to invest $44 million in the Company in
exchange for Company Common Stock and warrants to acquire Company Common Stock,
as set forth in a Common Stock and Warrant Purchase Agreement (the "Purchase
Agreement"), dated April 11, 2000, between the Company and Mr. Huizenga and his
affiliates and assigns. See the Company's report on Form 8-K, dated April 12,
2000, which includes the Purchase Agreement as exhibit 2.1 thereto, for more
information pertaining to the Huizenga investor group investment. After giving
effect to the foregoing transactions, Mr. Cook holds 2,376,077 employment option
shares, all of which are currently exercisable. Mr. Cook also holds 94,000
shares of Common Stock, which he purchased using personal funds, and options to
acquire 30,000 shares, which he acquired during his tenure as an outside
director. The shares underlying the Employment Options are registered on Form
S-8 for resale under the Securities Act of 1933, as amended. Any description of
the Employment Options in this Schedule 13D, Amendment No. 7, is qualified in
its entirety by reference to the Option Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on May 2, 2000, Mr. Cook beneficially owned
(within the meaning of Rule 13d-3(d)(1)) 2,500,077 shares of Common Stock, which
constitute approximately 13.19% of the issued and outstanding shares of Common
Stock (as calculated in accordance with such rule), based on 16,553,363 shares
issued and outstanding as of May 2, 2000, plus the shares subject to issuance
upon exercise of the Employment Options and the director option shares Mr. Cook
holds.
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 May 3, 2000 /s/ David P. Cook
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David P. Cook
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