-----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, Ir5OsG0kh8k6DxTmjMUtLEOwsCRrHAVsuxiQyGSlN/IqOjkBo+DL6lr5xInMpDxu MXbX0zrcptGzyay+yRFtZg== 0001014108-03-000140.txt : 20030828 0001014108-03-000140.hdr.sgml : 20030828 20030828164632 ACCESSION NUMBER: 0001014108-03-000140 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030828 GROUP MEMBERS: DOUGLAS S. HACKETT GROUP MEMBERS: HARLAXTON LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INNOVATIVE SOFTWARE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001084047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954691878 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79188 FILM NUMBER: 03871538 BUSINESS ADDRESS: STREET 1: 5072 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: 801-371-0755 MAIL ADDRESS: STREET 1: 5072 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HACKETT DOUGLAS SHANE CENTRAL INDEX KEY: 0001140857 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 204 NW PLATTE VALLEY DR CITY: RIVERSIDE STATE: MI ZIP: 64150 BUSINESS PHONE: 816 584 8031 MAIL ADDRESS: STREET 1: 204 NW PLATTE VALLEY DR CITY: RIVERSIDE STATE: MI ZIP: 64150 SC 13D 1 ist-sc13d_586595.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. INNOVATIVE SOFTWARE TECHNOLOGIES, INC. (Name of Issuer) Common Stock $.001 par value (Title of Class of Securities) 45768 A 10 4 (CUSIP Number) DOUGLAS S. HACKETT 204 N.W. Platte Valley Drive Riverside, MO 64150 816-584-8031 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 16, 2001 (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 [ ]. SCHEDULE 13D CUSIP No. 45768 A 10 4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Douglas S. Hackett 2) Check the Appropriate Box if a Member of a Group (a) /X/ (b) / / 3) SEC Use Only 4) Source of Funds (See Instructions) OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6) Citizenship or Place of Organization: USA 7) Sole Voting Power NUMBER OF SHARES 72,494 8) Shared Voting Power BENEFICIALLY OWNED 12,401,514 BY EACH REPORTING 9) Sole Voting Power 72,494 PERSON WITH 10) Shared Dispositive Power 12,401,514 11) Aggregate Amount Beneficially Owned by Each Reporting 12,474,008 Person: (excludes consideration of possible conversion right of Series B Preferred Stock) 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / 13) Percent of Class Represented by Amount in Row (11) 23.6% 14) Type of Reporting Person (See Instructions) IN PAGE 2 OF 8 SCHEDULE 13D CUSIP No. 45768 A 10 4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Harlaxton Limited Partnership 2) Check the Appropriate Box if a Member of a Group (a) /X/ (b) / / 3) SEC Use Only 4) Source of Funds (See Instructions) OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6) Citizenship or Place of Organization: Florida 7) Sole Voting Power NUMBER OF SHARES 8) Shared Voting Power BENEFICIALLY OWNED 6,865,926 BY EACH REPORTING 9) Sole Voting Power PERSON WITH 10) Shared Dispositive Power 6,865,926 11) Aggregate Amount Beneficially Owned by Each Reporting 6,865,926 Person: (excludes consideration of possible conversion right of Series B Preferred Stock) 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / 13) Percent of Class Represented by Amount in Row (11) 13.0% 14) Type of Reporting Person (See Instructions) PN PAGE 3 OF 8 This Schedule 13D is filed with the Securities and Exchange Commission ("Commission") by Douglas S. Hackett and Harlaxton Limited Partnership in connection with their acquisition of more than 5% of the issued and outstanding Common Stock of Innovative Software Technologies, Inc. on April 16, 2001. ITEM 1. SECURITY AND ISSUER ------------------- This Schedule 13D relates to the common stock, $.001 par value ("Common Stock"), of Innovative Software Technologies, Inc., a California corporation (the "Company"), whose principal executive offices are located at 5072 North 300 West Provo, Utah 84604. ITEM 2. IDENTITY AND BACKGROUND ----------------------- This Schedule 13D is filed by Douglas S. Hackett ("Mr. Hackett") and Harlaxton Limited Partnership ("Harlaxton"). Mr. Hackett is an individual whose present primary occupation is as Chief Executive Officer, President and Chairman of the Board of Directors of the Company with an office at 204 N.W. Platte Valley Drive, Riverside, Missouri 64150. Mr. Hackett has held this position since 2001 and has been a member of the Board of Directors of the Company since 2001. During the last five years, Mr. Hackett has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Mr. Hackett is a citizen of the United States. Harlaxton is a Florida limited partnership and its general partners are Mr. Hackett and Robin Hackett ("Robin"). The principal business of Harlaxton is family investments. The principal address of Harlaxton is 657 Tom Ct., Winter Springs, Florida 32708. Harlaxton has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has Harlaxton been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any 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 ------------------------------------------------- On April 16, 2001, Mr. Hackett acquired beneficial ownership of 12,751,008 shares of Common Stock in connection with the combination of Hackett Media Inc. ("HMI") with the Company (the "combination"), including (a) 4,904,235 shares (adjusted for 3-for-1 stock split on August 10, 2001) in exchange for 125 shares of the common stock of HMI, which he and his spouse acquired in joint tenancy with right of survivorship, (b) 6,865,926 shares (adjusted for 3-for-1 stock split on August 10, 2001) in exchange for 175 shares of the common stock of HMI, which were acquired by Harlaxton of which Mr. Hackett is one of two general partners, and (c) 980,847 shares (adjusted for 3-for-1 stock split on August 10, 2001) in exchange for 25 shares of the common stock of HMI, which were acquired by JCL Holdings, Inc. of which Mr. PAGE 4 OF 8 Hackett is the sole shareholder and the President and Secretary ("JCL"). Harlaxton acquired 6,865,926 shares (adjusted for 3-for-1 stock split on August 10, 2001) of Common Stock on the same date as described in the clause (b) above. On December 31, 2001, Mr. Hackett acquired 248,491 shares of Series B Preferred Stock in exchange for his release of $248,491 of debt the Company owed to him. On January 1, 2003, Mr. Hackett acquired 40,000 shares of Series B Preferred Stock as compensation for his service on the board of directors of the Company for the 2002 and 2003 fiscal years. On February 13, 2003, Mr. Hackett received 72,494 shares of Common Stock as a stock dividend on his Series B Preferred Stock. ITEM 4. PURPOSE OF THE TRANSACTION -------------------------- Mr. Hackett and Harlaxton acquired the shares described in Item 3 for investment purposes. Depending on market conditions and other factors that Mr. Hackett may deem material to his investment decisions, Mr. Hackett and Harlaxton may purchase additional shares or may dispose of all or a portion of the shares that either of them now owns or hereafter may acquire. Mr. Hackett is also entitled to annual dividends of Common Stock in connection with his ownership of Series B Preferred Stock as described in Item 5(a) of this Schedule 13D. Except as set forth in this Item 4, neither Mr. Hackett nor Harlaxton have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each reserves the right to formulate such plans or proposals, and to take such action with respect to any or all of such matters and any other matters as they may determine. ITEM 5. INTEREST IN SECURITIES OF ISSUER -------------------------------- (a) As of August 26, 2003, Mr. Hackett beneficially owns 12,474,008 shares of Common Stock, which accounts for 23.6% of the issued and outstanding shares of Common Stock. Under the Series B Preferred Stock Certificate of Designation ("Certificate of Designation"), holders of Series B Preferred Stock have the immediate right to convert their Series B Preferred Stock into no more than 3,000,000 shares of Common Stock in the aggregate and the conversion price is based on the market price of the Common Stock. To date none of the Series B Preferred Stock has been converted into Common Stock, thus, all the 3,000,000 shares of Common Stock are still available for such conversion. Because the conversion is based on the market price of the Common Stock, Mr. Hackett may beneficially own up to an additional 3,000,000 shares of Common Stock. Annually, holders of the Series B Preferred Stock are entitled to stock dividends of Common Stock based on a formula described in the Certificate of Designation, which is dependent on the market price of the Common Stock. Mr. Hackett has sole voting and dispositive power as to the Series B Preferred Stock held by him. Harlaxton beneficially owns 6,865,926 shares of Common Stock, which accounts for 13.0% of the issued and outstanding shares of Common Stock. PAGE 5 OF 8 (b) As of August 26, 2003, Mr. Hackett has the sole power to vote and dispose of 72,494 shares of Common Stock. Mr. Hackett shares the power to vote and dispose with (i) his spouse, Robin, 4,639,235 shares held in joint tenancy with right of survivorship with Mr. Hackett's spouse, Robin Hackett ("Robin"); (ii) Harlaxton and Robin, the other general partner, 6,865,926 shares held by Harlaxton, for which Mr. Hackett is the sole general partner, and (iii) JCL 980,847 shares held by JCL, of which Mr. Hackett is the President and Secretary and the sole shareholder. Robin is an individual. To Mr. Hackett's knowledge, (i) Robin's present primary occupation is as a homemaker, (ii) she resides at 6500 Turnberry Ct., Parkville, Missouri 64152; (iii) during the last five years, she has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws; and (iv) she is a citizen of the United States. Harlaxton shares with Mr. Hackett and Robin, its general partners, the power to vote and dispose of 6,865,926 shares of Common Stock. JCL shares with Mr. Hackett the power to vote and dispose of 980,847 shares of Common Stock. JCL beneficially owns 980,847 shares of Common Stock, which accounts for 1.9% of the issued and outstanding shares of Common Stock. JCL is a Missouri corporation. The principal business of JCL is database and other consulting. The principal address of JCL is 117 English Landing Drive, Parkville, Missouri 64152. JCL has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has JCL been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any 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. (c) During the past 60 days, neither Mr. Hackett nor Harlaxton has purchased or sold securities of the Company. (d) No person other than Mr. Hackett, Harlaxton, JCL and Robin (whose ownership rights are described in the Schedule 13D) has the right to receive or direct dividends or sale proceeds from the securities. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT --------------------------------------------------------------------- TO SECURITIES OF THE ISSUER: --------------------------- None ITEM 7. EXHIBITS -------- Exhibit No. 1. Statement of Joint Filing PAGE 6 OF 8 2. Series B Preferred Stock Certificate of Designation (incorporated herein by reference from Exhibit 3.4 to our Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003 filed with the Securities and Exchange Commission on August 15, 2003). 3. Financing Agreement dated January 25, 2001 among Iwasaka Investments Limited, Shane Hackett and Hackett Media, Inc. (incorporated herein by reference from Exhibit 4.6 to the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003 filed with the Securities and Exchange Commission on August 15, 2003). 4. Share Exchange Agreement (incorporated herein by reference from Exhibit 2.1 to the Company's June 13, 2001 Current Report on Form 8-K/A filed with the Securities and Exchange Commission on June 15, 2001). PAGE 7 OF 8 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. August 26, 2003 /s/ Douglas S. Hackett ---------------------------------------- Douglas S. Hackett Harlaxton Limited Partnership August 26, 2003 By: /s/ Douglas S. ------------------------------------ Douglas S. Hackett, General Partner PAGE 8 OF 8 EX-1 3 ist-ex1_586595.txt STATEMENT OF JOINT FILING Exhibit 1 STATEMENT OF JOINT FILING ------------------------- Pursuant to Reg. Section 240.13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, the foregoing Schedule 13D is filed on behalf of the Douglas S. Hackett and Harlaxton Limited Partnership August 26, 2003 /s/ Douglas S. Hackett ---------------------------------------- Douglas S. Hackett Harlaxton Limited Partnership August 26, 2003 By: /s/ Douglas S. ------------------------------------ Douglas S. Hackett, General Partner -----END PRIVACY-ENHANCED MESSAGE-----