-----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, CfLCjGZic8l4CdqDE/PxJ6uaPqdiarWTq4tZ8EBpd7EHSPnuarcayBdefOkFJdae DRlatUcdrEXR/esCV2qT7w== 0001193125-03-003685.txt : 20030507 0001193125-03-003685.hdr.sgml : 20030507 20030507132750 ACCESSION NUMBER: 0001193125-03-003685 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030507 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET AMERICA INC CENTRAL INDEX KEY: 0001001279 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 860778979 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55559 FILM NUMBER: 03685781 BUSINESS ADDRESS: STREET 1: 350 N ST PAUL STE 3000 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148612500 MAIL ADDRESS: STREET 1: ONE DALLAS CENTRE 350 N. ST. PAUL STREET 2: SUITE 3000 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH JACK T CENTRAL INDEX KEY: 0001078823 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INTERNET AMERICA INC #3000 STREET 2: 350 N ST PAUL ONE DALLAS CENTER CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148612500 MAIL ADDRESS: STREET 1: C/O INTERNET AMERICA INC #3000 STREET 2: 350 N ST PAUL ONE DALLAS CENTER CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 dsc13da.htm AMENDMENT #2 TO SCHEDULE 13D Amendment #2 to Schedule 13D

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

INTERNET AMERICA, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

46058Y109

(CUSIP Number)

 

Alan G. Harvey

Baker & McKenzie

2001 Ross Avenue, Suite 2300

Dallas, Texas 75201

(214) 978-3000

 

Jack T. Smith

Internet America, Inc.

One Dallas Centre

350 North St. Paul, Suite 3000

Dallas, Texas 75201

(214) 861-2500

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 6, 2003

(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 that 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 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 the 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).

 

(Continued on following pages)

 

(Page 1 of 6 Pages)


CUSIP No.    46058Y109

 

13D

 

Page 2 of 6 Pages

 


  1.


 

Name of Reporting Person, S.S. or I.R.S. Identification No. of above person

 

Jack T. Smith

   

  2.

 

Check the Appropriate Box if a Member of a Group*

(a)  ¨

(b)  ¨

   

  3.


 

SEC Use Only

 

   

  4.


 

Source of Funds*

 

PF

   

  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

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH








 

  7.    Sole Voting Power

 

641,811


  8.    Shared Voting Power

 

0


  9.    Sole Dispositive Power

 

641,811


10.    Shared Dispositive Power

 

0


11.


 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

641,811

   

12.


 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 


13.


 

Percent of Class Represented by Amount in Row (11)

 

6.2%

   

14.


 

Type of Reporting Person

 

IN

   

 

*   See instructions before filling out! Include both sides of the cover page, responses to Items 1-7 (including Exhibits) of the Schedule, and the Signature Attestation.


 

Page 3 of 6 Pages

 

Item 1. Security and Issuer.

 

The title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.01 per share (the “Common Stock”), of Internet America, Inc., a Texas corporation (the “Issuer”). The address of the principal executive offices of the Issuer is One Dallas Centre, 350 North St. Paul, Suite 3000, Dallas, Texas 75201.

 

Item 2. Identity and Background.

 

The name of the reporting person is Jack T. Smith (the “Reporting Person”). The principal business address for the Reporting Person is One Dallas Centre, 350 North St. Paul, Suite 3000, Dallas, Texas 75201. The Reporting Person is presently principally employed as Chairman and Chief Executive Officer of the Issuer. The Reporting Person is a citizen of the United States.

 

The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years. In the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction which resulted in such person being 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.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The Reporting Person sold to the Issuer 200,000 shares of Common Stock pursuant to a put option in a Stock Purchase Agreement dated as of September 5, 2000 by and between the Reporting Person and the Issuer. The Issuer purchased back such 200,000 shares at the price of $3.4375 per share. The price paid was applied to the outstanding balance of unpaid accrued interest and principal on a Promissory Note from the Reporting Person payable to the Issuer in connection with the initial purchase of the shares by the Reporting Person.

 

The Reporting Person purchased from the Issuer 200,000 shares of Common Stock (the “Shares”) at the price of $0.42 per share pursuant to a Stock Purchase Agreement dated as of August 6, 2001 by and between the Reporting Person and the Issuer. Of the total purchase price of $84,000, the Reporting Person paid $2,000 in cash from personal funds and entered into a Promissory Note to the Issuer for the principal amount of $82,000, with interest accruing at the rate of 6.33% annually. Interest is payable each calendar quarter beginning on October 1, 2000 and continuing until July 1, 2008. All unpaid principal and interest is due and payable on August 29, 2008. The Promissory Note is secured by the Shares under a Pledge and Security Agreement also dated August 6, 2001.

 

Under the Stock Purchase Agreement, the Issuer agreed to pay the Reporting Person as additional compensation on or before the due date of any interest payment under the Promissory Note, an amount which after all withholding required by applicable law equals the next interest


Page 4 of 6 Pages

 

installment due on the Promissory Note. This amount may be paid by a credit to the accrued unpaid interest on the Promissory Note. No later than January 15 of each calendar year during the term of the Reporting Person’s employment, the Issuer will pay to the Reporting Person a cash bonus in an amount which after all withholding required by applicable law equals the federal income tax liability of the Reporting Person not previously withheld or paid by the Issuer for any such additional compensation. For a period of seven years after the date of the Stock Purchase Agreement, the Reporting Person has the right and option to sell all or any portion of the Shares to the Issuer for the price of $0.42 per share. In the event that the Reporting Person’s employment with the Issuer is terminated for cause prior to the third anniversary of the Stock Purchase Agreement, for a period of 60 days after the date of such termination, the Issuer has the right and option to purchase from the Reporting Person, at a purchase price equal to $0.42 per share, the following number of shares: (i) on or prior to the first anniversary: 200,000 shares; (ii) after the first anniversary but on or prior to the second anniversary: 133,333 shares; and (iii) prior to the third anniversary: 66,666 shares; provided, however, that this repurchase right will terminate immediately prior to any change in control of the Issuer. The purchase price upon exercise of this option shall be applied to the outstanding balance of unpaid accrued interest and principal upon the Promissory Note and the balance, if any, shall be paid in cash to the Reporting Person. Under the Stock Purchase Agreement, the Reporting Person has demand registration rights for all or any portion of the Shares.

 

The Stock Purchase Agreement, the Promissory Note and the Pledge and Security Agreement are attached as Exhibits A, B and C, respectively, to Amendment No. 1 to Schedule 13D filed by the Reporting Person on September 10, 2001 and are incorporated herein by reference.

 

At the date of filing of this Amendment No. 2 to Schedule 13D, the Reporting Person has not formed any definitive plans or proposals with respect to a transaction of the type discussed in Item 4 and, accordingly, the Reporting Person is unable to determine the amount of consideration that may be required to effect any such transaction or the source of any such consideration.

 

Item 4. Purpose of Transaction.

 

On May 6, 2003, the Issuer announced that it had reached a settlement in connection with the lawsuit against the Issuer styled “Cindy Carradine v. Internet America, Inc., Michael T. Maples and William O. Hunt” and that pursuant to the terms of the Letter of Credit Security Commitment Agreement dated as of September 18, 2001 between the Issuer and William O. Hunt, Mr. Hunt will have the right to purchase 9,428,571 shares of Common Stock, which would represent approximately 47.8% of the issued and outstanding shares of Common Stock immediately following the consummation of such a purchase transaction.

 

The Reporting Person intends to discuss with Mr. Hunt his plans and alternatives, including a possible sale of the Issuer and/or “going private” transaction, which may or may not involve the Reporting Person. At the date of filing of this Amendment No. 2 to Schedule 13D, the Reporting Person has not formed any definitive plans or proposals with respect to any such transaction and cannot determine the likelihood of any such transaction or the form or terms any


Page 5 of 6 Pages

 

such transaction may have. The Reporting Person anticipates that, in the event of consummation of any such transaction, the shares of Common Stock would be delisted from trading on the NASDAQ and deregistered with the Securities and Exchange Commission pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

 

Except as set forth in this Amendment No. 2 to Schedule 13D, the Reporting Person does not have any current definitive plan, arrangement, or understanding with respect to any other action referred to in instructions (a) through (j) of Item 4 to Schedule 13D. The Reporting Person expressly reserves the right to change his plans with respect to the Issuer and the Common Stock based on future developments.

 

Item 5. Interest in Securities of the Issuer.

 

Based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 2003, as of February 6, 2003, there were 10,295,663 shares of Common Stock issued and outstanding. As of May 6, 2003, the Reporting Person beneficially owned 641,811 shares of Common Stock, or approximately 6.2% of the total Common Stock deemed to be outstanding. The Reporting Person has the sole power to vote and to dispose of the 641,811 shares.

 

During the past 60 days, the Reporting Person has not purchased any shares of Common Stock.

 

No other person is known to the Reporting Person to have the right to receive or power to direct dividends from, or proceeds from the sale of, shares of Common Stock beneficially owned by the Reporting Person.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Except as set forth above, there are no contracts, arrangements, understandings, agreements or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer.

 

Item 7. Materials to be filed as Exhibits.

 

None.


Page 6 of 6 Pages

 

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.

 

Date: May 7, 2003

 

/s/ JACK T. SMITH


JACK T. SMITH

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