SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CYTATION.COM INCORPORATED
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
232819-10-2
(CUSIP Number)
MARK T. THATCHER, ESQ.
360 Thames Street, First Floor
Newport, Rhode Island 02840
(401) 841-9444
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 5, 1999
(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(b)(3) or (4), check the
following box |_|.
Check the following box if a fee is being paid with the statement |_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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 purpose 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>
CUSIP No. 232819-10-2 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD A. FISHER
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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
SC
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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
USA
<PAGE>
-------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
RICHARD A. FISHER
752,653
SHARES-------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
28,825
OWNED BY-------------------------------------------------
9 SOLE DISPOSITIVE POWER
RICHARD A. FISHER
752,653
REPORTING-------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
28,825
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
781,478
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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)
8.900%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock of Cytation.com Incorporated,
a New York corporation (the "Company" or "Issuer"), which has its principal
corporate offices at 809 Aquidneck Avenue, Middletown, Rhode Island 02842.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Richard A. Fisher, (the
"Shareholder").
(b) The business address of the Shareholder is C/O Cytation.com
Incorporated, 809 Aquidneck Avenue, Middletown, Rhode Island 02842.
(c) The present principal occupation or employment of the
Shareholder, Richard A. Fisher, is Chairman of the Issuer.
The following table sets forth the membership of the Shareholder and
ownership of its Cytation.com Incorporated common stock:
Beneficial Ownership.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the ownership of
Cytation.com Incorporated ("Cytation" and/or "Registrant") outstanding common
stock on April 4, 1999 by (i) each director and executive officer of
Cytation, (ii) all directors and executive officers of Cytation as a group,
and (iii) each shareholder who was known by the Company to be the beneficial
owner of more than five percent (5%) of the outstanding shares of Cytation:
Shares of Cytation
Common Stock to be
Beneficially Owned Percent
Name and as of the Distribution of
Address Record Date Class
Kevin J. High 1,249,330 14.229
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
Richard A. Fisher 781,478 8.900
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
Ann Marie Gleason 319,958 3.644
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
Jai N. Gupta 43,238 0.492
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
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Michael Bryant 43,238 0.492
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
Mark Rogers 144,125 1.641
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
EER Systems 1,325,345 15.095
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
William Fink 721,636 8.219
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
All Directors and 2,581,367 29.400
Officers as a Group
Management of Cytation has advised that they may acquire additional shares
of Cytation Common Stock from time to time in the open market at prices
prevailing at the time of such purchases.
<PAGE>
(d) During the last five years, the Shareholder has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, the Shareholder was not a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject 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.
(f) The Shareholder is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The Shareholder holds the securities described herein in connection
with the original issuance of Cytation Corporation Common Stock,
subsequently exchanged with Issuer Common Stock, pursuant to the Articles
and Plan of Merger, attached as Exhibit 2.1 and 2.2 of the Issuer's Form
8-K/A filed with the Securities and Exchange Commission ("SEC") and
incorporated herein by reference.
On April 4, 1999, Cytation.com Incorporated (the "Registrant") finalized
a Plan of Merger with Cytation Corporation, a Rhode Island corporation
(hereinafter referred to as "Disappearing Corporation"). The Disappearing
Corporation's Operations, Business Plan, Articles of Incorporation, Bylaws,
Financial Statements, Board of Directors and Officers became that of the
Registrant.
Pursuant to Section 615 and 904 of the Business Corporation Law of New
York and the provisions of the Rhode Island General Laws (R.I.G.L. 7-1.1-27,
7-1.1-30.3, 7-1.1-65, 7-1.1-67, 7-1.1-67, 7-1.1-68 and 7-1.1-74, et seq., as
amended) the Registrant and the Disappearing Corporation adopted Articles of
Merger.
The Registrant, a corporation organized and existing under the laws of the
State of New York, and the Disappearing Corporation, a corporation organized
and existing under the laws of the State of Rhode Island, agreed that the
Disappearing Corporation be merged into the Registrant. The terms and
conditions of the merger and the mode of carrying the same into effect are
incorporated herein by reference and set forth in said Articles of Merger
at Exhibit 2.1 of Form 8-K/A, filed on April 2, 1999 with the Securities and
Exchange Commission ("SEC").
The Registrant has survived and continues under the name of CYTATION.COM
INCORPORATED. The total number of shares of stock of all classes which
the Registrant has authority to issue is one hundred million (100,000,000)
shares of Common Stock (hereinafter referred to as the "Common Stock") and
ten million (10,000,000) shares of Preferred Stock (hereinafter referred to
as the "Preferred Stock").
The Plan of Merger, incorporated herein by reference and set forth at
Exhibit 2.2 of Form 8-K/A, filed on April 2, 1999 with the SEC, was duly
adopted by the Boards of Directors of the respective corporations on January
25, 1999, and approved by the Shareholders of the Disappearing Corporation
on February 11, 1999, in the manner prescribed by Sections 7-1.1-27,
7-1.1-30.3, 7-1.1-65, 7-1.1-67, 7-1.1-67, 7-1.1-68 and 7-1.1-74, et seq., as
amended of the General Laws of Rhode Island. The number of shares voted for
the Plan of Merger was, with respect to each corporation, sufficient for
approval as set forth below.
The number of shares of the Disappearing Corporation outstanding at the
time of such adoption was 1,231,493, and the number of Shares entitled to
vote thereon was 1,231,493. The Registrant issued 7,099,577 additional,
restricted Shares to the Shareholders of the Disappearing Corporation,
representing the fully diluted ownership in the Registrant by such
Shareholders of the Disappearing Corporation.
ITEM 4. PURPOSE OF TRANSACTION
The Shareholder holds the Common Stock as a control person and
affiliate of the Issuer.
(a) The Shareholder may acquire more shares of Common Stock or
dispose of Common Stock as business and market conditions dictate.
(b) The Shareholder does not have any plans or proposals that relate
to or would result in an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Company or any of its
subsidiaries.
<PAGE>
(c) The Shareholder does not have any plans or proposals that relate
to or would result in a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries.
(d) The Shareholder does not have any plans or proposals that relate
to or would result in any change in the present board of directors or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing open vacancies on the
board.
(e) The Shareholder does not have any plans or proposals that relate
to or would result in any material change in the present capitalization or
dividend policy of the Company.
(f) The Shareholder does not have any plans or proposals that relate
to or would result in any other material change in the Company's business or
corporate structure.
(g) The Shareholder does not have any plans or proposals that relate
to or would result in changes in the Company's charter or bylaws or other
actions which may impede the acquisition of control of the Company by any
person.
(h) The Shareholder does not have any plans or proposals that relate
to or would result in causing a class of securities of the Company to be
de-listed from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association.
(i) The Shareholder does not have any plans or proposals that relate
to or would result in a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act.
(j) The Shareholder does not have any plans or proposals that relate
to or would result in any action similar to any of those enumerated above.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Shareholder beneficially owns 781,478 shares of Common Stock,
representing 8.900% of the total issued and outstanding shares of Common
Stock. The Shareholder has sole power to direct the vote of 752,653 shares
and shared power to direct the disposition of 28,825 shares.
(a) Number of Shares and Percentage of Common Stock Owned as of
the date of this filing:
The following table sets forth the beneficial ownership of the ownership of
Cytation.com Incorporated ("Cytation" and/or "Registrant") outstanding common
stock on April 4, 1999 by (i) each director and executive officer of
Cytation, (ii) all directors and executive officers of Cytation as a group,
and (iii) each shareholder who was known by the Company to be the beneficial
owner of more than five percent (5%) of the outstanding shares of Cytation:
Shares of Cytation
Common Stock to be
Beneficially Owned Percent
Name and as of the Distribution of
Address Record Date Class
Kevin J. High 1,249,330 14.229
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
Richard A. Fisher 781,478 8.900
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
Ann Marie Gleason 319,958 3.644
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
Jai N. Gupta 43,238 0.492
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
<PAGE>
Michael Bryant 43,238 0.492
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
Mark Rogers 144,125 1.641
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
EER Systems 1,325,345 15.095
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
William Fink 721,636 8.219
C/O Cytation.com
809 Aquidneck Avenue
Middletown, RI 02842
All Directors and 2,581,367 29.400
Officers as a Group
Management of Cytation has advised that they may acquire additional shares of
Cytation Common Stock from time to time in the open market at prices
prevailing at the time of such purchases.
(b) The Shareholder, Richard A. Fisher, has the sole or shared power
to vote and to dispose of the shares described herein.
(c) Not applicable.
(d) The Shareholder knows of no person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the shares.
<PAGE>
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERTAKINGS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Shareholder beneficially owns 781,478 shares of Common Stock of the
Company, representing 8.900% of the total issued and outstanding shares
of Common Stock of the Company. The Shareholder has the sole or shared
authority to vote or direct the vote of the Shareholder's shares of
Common Stock of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
<PAGE>
SIGNATURE
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: April 19, 1999
/s/ Richard A. Fisher,
Chairman
RICHARD A. FISHER
