-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ULPqujFImtZZxKZaHyetkQI/M3Y5U5dfVbR08NYHFtxpcN6qzAYa0g03opXxmR6g BPHDR1KCVD40Czlq9lJU4A== 0000921530-00-000024.txt : 20000208 0000921530-00-000024.hdr.sgml : 20000208 ACCESSION NUMBER: 0000921530-00-000024 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000207 GROUP MEMBERS: JOSEPH U. BARTON GROUP MEMBERS: THOMAS U. BARTON GROUP MEMBERS: WHITE ROCK CAPITAL MANAGEMENT LP GROUP MEMBERS: WHITE ROCK CAPITAL PARTNERS, L.P. GROUP MEMBERS: WHITE ROCK CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZIXIT CORP CENTRAL INDEX KEY: 0000855612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 752216818 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-40533 FILM NUMBER: 525585 BUSINESS ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL RD STE 1555 CITY: DALLAS STATE: TX ZIP: 75240-6604 BUSINESS PHONE: 9727027055 MAIL ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL RD STE 1555 CITY: DALLAS STATE: TX ZIP: 75240-6604 FORMER COMPANY: FORMER CONFORMED NAME: CUSTOMTRACKS CORP /TX/ DATE OF NAME CHANGE: 19980904 FORMER COMPANY: FORMER CONFORMED NAME: AMTECH CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE ROCK CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001051272 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3131 TURLTE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2149793000 MAIL ADDRESS: STREET 1: 3131 TURTLE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 SC 13G/A 1 AMD #1 SCH 13G RE ZIXIT CORPORATION 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 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! 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! 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! 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! 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 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 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 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 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 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 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 13 of 13 Pages Date: February 7, 2000 JOSEPH U. BARTON By: /S/ PAULA STOREY ---------------------------- Paula Storey Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----