SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
ZixIt Corporation (f.k.a. Customtracks Corporation)
___________________________________________________
(Name of Issuer)
Common Stock, $0.01 Par Value
_______________________________
(Title of Class of Securities)
98974P100
______________
(CUSIP Number)
December 31, 1999
_____________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 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).
Continued on the following page(s)
Page 1 of 13 pages
<PAGE>
SCHEDULE 13G
CUSIP No. 98974P100 Page 2 of 13 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 262,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 262,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
262,000 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.71%
12 Type of Reporting Person*
PN; IV
/1/ Position as of January 31, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 98974P100 Page 3 of 13 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 25,000
Shares
Beneficially 6 Shared Voting Power
Owned By 1,487,500
Each
Reporting 7 Sole Dispositive Power
Person 25,000
With
8 Shared Dispositive Power
1,487,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,512,500 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
9.88%
12 Type of Reporting Person*
PN; IA
/1/ Position as of January 31, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 98974P100 Page 4 of 13 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,512,500
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,512,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,512,500 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
9.88%
12 Type of Reporting Person*
CO; IA
/1/ Position as of January 31, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 98974P100 Page 5 of 13 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
THOMAS U. BARTON
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 14,400
Shares
Beneficially 6 Shared Voting Power
Owned By 1,512,500
Each
Reporting 7 Sole Dispositive Power
Person 14,400
With
8 Shared Dispositive Power
1,512,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,526,900 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ x]
11 Percent of Class Represented By Amount in Row (9)
9.97%
12 Type of Reporting Person*
IN; IA
/1/ Position as of January 31, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 98974P100 Page 6 of 13 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
JOSEPH U. BARTON
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 9,000
Shares
Beneficially 6 Shared Voting Power
Owned By 1,512,500
Each
Reporting 7 Sole Dispositive Power
Person 9,000
With
8 Shared Dispositive Power
1,512,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,521,500 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
9.94%
12 Type of Reporting Person*
IN; IA
/1/ Position as of January 31, 2000.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 13 Pages
Item 1(a) Name of Issuer:
ZixIt Corporation (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
One Galleria Tower, 13355 Noel Rd.,Suite 1555, Dallas, Texas
75240
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) White Rock Capital Partners, L.P., a Texas limited
partnership ("White Rock Partners");
(ii) White Rock Capital Management, L.P., a Texas limited
partnership ("White Rock Management");
(iii) White Rock Capital, Inc., a Texas corporation ("White
Rock, Inc.");
(iv) Thomas U. Barton; and
(v) Joseph U. Barton.
This Statement relates to Shares that were acquired by White
Rock Management on behalf of certain institutional clients (the "White Rock
Clients"). This Statement also relates to Shares held for the accounts of White
Rock Partners, White Rock Management, Thomas U. Barton and Joseph U. Barton. The
general partner of White Rock Partners is White Rock Capital Management, the
general partner of which is White Rock, Inc. Thomas U. Barton and Joseph U.
Barton are the shareholders of White Rock, Inc.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of each of White
Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and
Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.
Item 2(c) Citizenship:
(i) White Rock Partners is a Texas limited partnership;
(ii) White Rock Management is a Texas limited partnership;
(iii) White Rock, Inc. is a Texas corporation;
(iv) Thomas U. Barton is a United States citizen; and
(v) Joseph U. Barton is a United States citizen.
<PAGE>
Page 8 of 13 Pages
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares")
Item 2(e) CUSIP Number:
98974P100
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of January 31, 2000, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) Each of White Rock, Inc. and White Rock Management
may be deemed to be the beneficial owner of 1,512,500 Shares. This number
consists of (1) 1,225,500 Shares held for the accounts of White Rock Clients,
(2) 262,000 Shares held for the account of White Rock Partners and (3) 25,000
Shares held for the account of White Rock Management.
(ii) Thomas U. Barton may be deemed to be the beneficial
owner of 1,526,900 Shares. This number consists of (1) 1,225,500 Shares held for
the accounts of White Rock Clients, (2) 262,000 Shares held for the account of
White Rock Partners, (3) 25,000 Shares held for the account of White Rock
Management and (4) 14,400 Shares held for his personal account (assumes the
exercise of 144 options into 14,400 Shares).
(iii) Joseph U. Barton may be deemed to be the beneficial
owner of 1,521,500 Shares. This number consists of (1) 1,225,500 Shares held for
the accounts of White Rock Clients, (2) 262,000 Shares held for the account of
White Rock Partners, (3) 25,000 Shares held for the account of White Rock
Management and (4) 9,000 Shares held for his personal account.
(iv) White Rock Partners may be deemed to be the
beneficial owner of the 262,000 Shares held for its account.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of White Rock,
Inc. and White Rock Management and Joseph U. Barton may be deemed to be the
beneficial owner constitutes approximately 9.88% of the total number of Shares
outstanding.
(ii) The number of Shares of which Thomas U. Barton may be
deemed to be the beneficial owner constitutes approximately 9.97% of the total
number of Shares outstanding.
(iii) The number of Shares of which Joseph U. Barton may be
deemed to be the beneficial owner constitutes approximately 9.94% of the total
number of Shares outstanding.
(iv) The number of Shares of which White Rock Partners may
be deemed to be the beneficial owner constitutes approximately 1.71% of the
total number of Shares outstanding.
<PAGE>
Page 9 of 13 Pages
Item 4(c) Number of shares as to which such person has:
White Rock Partners
-------------------
(i) Sole power to vote or to direct the vote: 262,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 262,000
(iv) Shared power to dispose or to direct the disposition of: 0
White Rock Management.
----------------------
(i) Sole power to vote or to direct the vote: 25,000
(ii) Shared power to vote or to direct the vote: 1,487,500
(iii) Sole power to dispose or to direct the disposition of: 25,000
(iv) Shared power to dispose or to direct the disposition of: 1,487,500
White Rock, Inc.
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,512,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,512,500
Thomas U. Barton
----------------
(i) Sole power to vote or to direct the vote: 14,400
(ii) Shared power to vote or to direct the vote: 1,512,500
(iii) Sole power to dispose or to direct the disposition of: 14,400
(iv) Shared power to dispose or to direct the disposition of: 1,512,500
Joseph U. Barton
----------------
(i) Sole power to vote or to direct the vote: 9,000
(ii) Shared power to vote or to direct the vote: 1,512,500
(iii) Sole power to dispose or to direct the disposition of: 9,000
(iv) Shared power to dispose or to direct the disposition of: 1,512,500
<PAGE>
Page 10 of 13 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders or partners of each of the White
Rock Clients have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares, held by the respective White Rock Client
in accordance with their partnership or ownership interests in the respective
White Rock Client.
(ii) The partners of White Rock Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by White Rock Partners in accordance with their partnership
interests in White Rock Partners.
(iii) The partners of White Rock Management have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the Shares held by White Rock Management in accordance with their partnership
interests in White Rock Management.
(iv) Joseph U. Barton has the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares held for his
account.
(v) Thomas U. Barton has the right to participate in the
receipt of dividends from, or proceeds from the sale of, the securities,
including the Shares, held for his account.
White Rock Partners expressly disclaims beneficial ownership
of any Shares held for the accounts of the White Rock Clients, White Rock
Management, Joseph U. Barton and Thomas U. Barton. Each of White Rock Management
and White Rock Inc. expressly disclaims beneficial ownership of any Shares held
for the accounts of Joseph U. Barton and Thomas U. Barton. Joseph U. Barton
expressly disclaims beneficial ownership of any Shares held for the account of
Thomas U. Barton. Thomas U. Barton expressly disclaims beneficial ownership of
any Shares held for the account of Joseph U. Barton.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
<PAGE>
Page 11 of 13 Pages
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 12 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 7, 2000 WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ PAULA STOREY
-------------------------
Paula Storey
Attorney-in-Fact
Date: February 7, 2000 WHITE ROCK CAPITAL MANAGEMENT, L.P.
By: White Rock Capital, Inc.
Its General Partner
By: /S/ PAULA STOREY
-------------------------
Paula Storey
Attorney-in-Fact
Date: February 7, 2000 WHITE ROCK CAPITAL, INC.
By: /S/ PAULA STOREY
----------------------------
Paula Storey
Attorney-in-Fact
Date: February 7, 2000 THOMAS U. BARTON
By: /S/ PAULA STOREY
----------------------------
Paula Storey
Attorney-in-Fact
<PAGE>
Page 13 of 13 Pages
Date: February 7, 2000 JOSEPH U. BARTON
By: /S/ PAULA STOREY
----------------------------
Paula Storey
Attorney-in-Fact
