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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 6)/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)
March 2, 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 4 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 4
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CUSIP No. 98974P100 SCHEDULE 13D/A Page 2 of 4 Pages
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NAME OF REPORTING PERSON
1 I.R.S. 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 3,872,300/(1)/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,872,300/(1)/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,872,300/(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
20.26%/(2)/
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TYPE OF REPORTING PERSON*
14
IN
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/(1)/ Mr. Cook holds stock options, granted in connection with his
employment, to purchase a total of 3,748,300 shares of ZixIt Common
Stock, par value $.01 per share, which are currently exercisable,
except for 277,204 shares which will vest on May 1, 2000. 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 3,778,300
shares subject to stock options held by Mr. Cook that are or will
become exercisable as of May 1, 2000.
Page 2 of 4
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This Amendment No. 6 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). Mr. Cook exercised and publicly
sold 251,700 of his employment option shares and reallocated an additional
254,627 employment option shares to certain key employees of the Company. The
remaining 3,748,300 shares are currently exercisable, except for 277,204 shares
which will vest on May 1, 2000. Mr. Cook owns directly 94,000 shares of Common
Stock, which he purchased using personal funds, and 30,000 director option
shares.
The Employment Options are exercisable until the fifth anniversary of the
date of grant or until they otherwise expire in accordance with their terms.
The Employment 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 a 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 and piggyback registration rights. Any description of the
Employment Options in this Schedule 13D, Amendment No. 6, 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, Amendment No. 6, 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, 2000, Mr. Cook beneficially
owned (within the meaning of Rule 13d-3(d)(1)) 3,872,300 shares of Common Stock,
which constitute approximately 20.26% of the issued and outstanding shares of
Common Stock (as calculated in accordance with such rule), based on 15,338,029
shares issued and outstanding as of December 31, 1999, plus the shares subject
to issuance upon exercise of the Employment Options that are currently vested or
vest within 60 days of March 2, 2000, and the director option shares Mr. Cook
holds.
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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, 2000 /s/ DAVID P. COOK
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David P. Cook
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