-----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, JI5epg/EP1CBp5sFnyYWyZoOndoOX0VXrrxnaHt9DdIgZbNsekMWxiIckV/0B2/G PqAY99byxx/MOPHux67roQ== 0000891092-04-003824.txt : 20040802 0000891092-04-003824.hdr.sgml : 20040802 20040802170115 ACCESSION NUMBER: 0000891092-04-003824 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE STEVEN CENTRAL INDEX KEY: 0001219059 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3216 162ND ST. S.E. CITY: BELLEVUE STATE: WA ZIP: 98008 MAIL ADDRESS: STREET 1: 3216 162ND ST. S.E. CITY: BELLEVUE STATE: WA ZIP: 98008 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITEX CORPORATION CENTRAL INDEX KEY: 0000860518 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 930922994 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42668 FILM NUMBER: 04945666 BUSINESS ADDRESS: STREET 1: 3400 COTTAGE WAY CITY: SACRAMENTO STATE: CA ZIP: 95825 BUSINESS PHONE: 5032444673 MAIL ADDRESS: STREET 1: 10300 S W GREENBURG ROAD STREET 2: SUITE 370 CITY: PORTLAND STATE: OR ZIP: 97223 FORMER COMPANY: FORMER CONFORMED NAME: ITEX BARTER SYSTEMS INC DATE OF NAME CHANGE: 19600201 SC 13D 1 e18674sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ITEX CORPORATION (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 465647 204 (CUSIP Number) Steven White 3625 132nd Ave. SE, Ste. 200 Bellevue, Washington 98006 (425) 463-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 30, 2004 (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 |_|. (Continued on the following pages) Page 1 of 6 - -------------------- ------------------ CUSIP No. 465647 204 13D Page 2 of 6 Pages - -------------------- ------------------ - -------------------------------------------------------------------------------- 1 Name of Reporting Person Steven White I.R.S. Identification No. of Above Person (Entities Only) N/A - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source Of Funds* PF, SC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items (2)(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization United States citizen - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 957,120 -------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by - 0 - -------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 957,120 -------------------------------------------------------- Person With 10 Shared Dispositive Power - 0 - - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 957,120 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 5.1% - -------------------------------------------------------------------------------- 14 Type Of Reporting Person* IN - -------------------------------------------------------------------------------- Page 2 of 6 Item 1. Security and Issuer. This statement relates to the common stock, par value $.01 per share, of ITEX Corporation, a Nevada corporation ("ITEX" or the "Company"). The address of ITEX's principal executive office is 3625 132nd Ave. SE, Ste. 200, Bellevue, Washington 98006. Item 2. Identity and Background. The names, addresses, principal occupations or employment, involvement in certain legal proceedings, and citizenship of the person filing this statement is as follows: (a) Steven White (b) 3625 132nd Ave. SE, Ste. 200, Bellevue, Washington 98006 (c) Mr. White is Chief Executive Officer and Interim Chief Financial Officer of ITEX Corporation, located at 3625 132nd Ave. SE, Ste. 200, Bellevue, Washington 98006. (d) Mr. White, during the past five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. White, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. White being at any time 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) United States citizen Item 3. Source and Amount of Funds or Other Consideration. The securities owned by Steven White listed in Item 5 below were acquired by personal funds and in exchange for services rendered ITEX. In 2001, Mr. White was retained by ITEX as an independent consultant. As part of his compensation, Mr. White was issued 250,000 shares of ITEX common stock. Since being elected as a director of ITEX in 2003, Mr. White has been compensated for his service as a director by an annual grant of 40,000 shares of common stock. On May 3, 2004, Mr. White was awarded as compensation 300,000 shares of common stock for services rendered ITEX as Chief Executive Officer. The remaining 327,120 shares were purchased from Mr. White's personal funds in the aggregate amount of $67,093.20, excluding brokerage fees. Item 4. Purpose of Transaction. The shares of common stock owned by Steven White listed in Item 5 below were acquired by the reporting person as compensation and solely for investment purposes, and not for the purpose of acquiring control of the Company. It is the intention of the reporting person, subject to and depending upon availability at prices deemed favorable by him, to purchase additional shares of common stock of the Company from time to time for the purpose of investment, either in market or privately negotiated Page 3 of 6 transactions. During the period from September 2003 to July 2004, the reporting person acquired beneficial ownership of an additional 667,120 shares of common stock, 327,120 shares by purchase and 340,000 shares as compensation for services. Further, while it is not the present intention of the reporting person to do so, he reserves the right to dispose of shares of common stock held by him in the open market, in privately negotiated transactions with third parties or otherwise, depending upon market conditions, the availability of current public information, and other factors. Other than as set forth above, the reporting person has no present plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The reporting person may, at any time and from time to time, review or reconsider his position and formulate plans or proposals with respect thereto, but has no present intention of doing so. Item 5. Interest in Securities of the Issuer. (a) and (b) Beneficial Ownership. The person filing this statement is the beneficial owner of the following numbers of shares of Company common stock which represent the indicated percentage of the 18,887,565 shares of common stock outstanding as of May 7, 2004: Shares Percent Beneficially of Voting Name Owned Shares ---- ----- ------ Steven White 957,120(1) 5.1% (1) Mr. White has sole, direct beneficial ownership of the shares, and exercises sole voting and investment power with respect to the shares. (c) Recent Transactions. The following table identifies each transaction in Company common stock that was effected during the past 60 days by any person filing this statement: Transactions in Company Common Stock by Steven White Date of Number of ITEX Price Transaction Nature of Transaction Shares per share ----------- --------------------- ------ --------- July 30, 2004 Open market purchase 15,000 $ .23 July 30, 2004 Privately negotiated purchase 10,000 $ .23 July 30, 2004 Open market purchase 10,000 $ .22 July 30, 2004 Privately negotiated purchase 200,000 .22 July 29, 2004 Open market purchase 120 $ .21 (d) No other person is known, with respect to shares of Company common stock, to have the right to receive dividends or to have the power to direct the receipt of dividends or to receive Page 4 of 6 or direct the receipt of proceeds from the sale of Company stock from any person filing this statement. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The reporting person filing this statement has executed a power of attorney, a copy of which is attached to this Schedule 13D as Exhibit 1.0. The power of attorney authorizes the Company's filing coordinator to execute and file this Schedule 13D and other filings required by the federal securities laws on behalf of the person executing the power of attorney. The 300,000 shares awarded as compensation in May 2004 were granted under the ITEX Corporation 2004 Equity Incentive Plan, intended to serve as an equity incentive program for management, qualified employees, non-employee members of the board of directors, and independent advisors or consultants. A copy of the Company's 2004 Equity Incentive Plan was filed as Appendix B to the Company's Proxy Statement on Schedule 14A, filed on February 13, 2004, and is incorporated by reference. Other than the ITEX Corporation 2004 Equity Incentive Plan and the power of attorney referred to above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the person filing this statement with respect to any securities of the Company, including, without limitation, the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits. 1.0 Power of Attorney executed by Steven White in connection with Schedule 13D and other filings under the Securities Exchange Act of 1934. __________________ SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 30, 2004 /s/ Steven White - ------------------------------- Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001) Page 5 of 6 EX-1 2 e18674ex1.txt POWER OF ATTORNEY Exhibit 1.0 POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints Stephen Tollefsen of Tollefsen Business Law P.C. to be the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as beneficial owner of shares of common stock of ITEX Corporation (the "Company"), a Schedule 13D or any amendment thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or amendment thereto or Form 3, 4, or 5 and timely file such Schedule or Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned understands and acknowledges that the Schedule 13D and amendments thereto and the Forms 3, 4, and 5 referred to above may be filed jointly on behalf of a "group" as that term is defined in the rules promulgated under Section 13(d) of the Exchange Act. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Forms 3, 4, and 5 and amendments thereto with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of July, 2004. /s/ Steven White -------------------------------- Signature Steven White -------------------------------- (Print Name) Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----