-----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, UwffgTEyjqmOSQ+HqspmIYmGyVO8dGWoMyPOiiz3WOHGbGK7QmD3c0Yyq64Sa8+9 0rhnM6xxukL9THlJQ5CZ8w== 0001140361-06-011876.txt : 20060816 0001140361-06-011876.hdr.sgml : 20060816 20060815174656 ACCESSION NUMBER: 0001140361-06-011876 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060816 DATE AS OF CHANGE: 20060815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOEHLER WILLIAM E CENTRAL INDEX KEY: 0001238992 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1602 LYNNVIEW CITY: HOUSTON STATE: TX ZIP: 77058 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLUEGATE CORP CENTRAL INDEX KEY: 0000768216 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870565948 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56569 FILM NUMBER: 061036528 BUSINESS ADDRESS: STREET 1: 701 NORTH POST OAK ROAD STREET 2: SUITE 630 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7136827400 MAIL ADDRESS: STREET 1: 701 NORTH POST OAK ROAD STREET 2: SUITE 630 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: CRESCENT COMMUNICATIONS INC DATE OF NAME CHANGE: 20010921 FORMER COMPANY: FORMER CONFORMED NAME: BERENS INDUSTRIES INC DATE OF NAME CHANGE: 19990823 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL AIR CORP DATE OF NAME CHANGE: 19970521 SC 13D/A 1 formsc13d-a.txt BLUEGATE SC13D/A#1 08-01-2006 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment Number 1 Under the Securities Exchange Act of 1934 Bluegate Corporation (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 09623A-10-5 (CUSIP Number) William Koehler, 701 N. Post Oak Rd., Suite 630, Houston, Texas 77024, (713) 686-1100 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 2006 (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 ''240.13d-1(e), 240.13d-1(f) or 240.13d-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 '240,13d-7(b) 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). CUSIP No. 09623A-10-5 Page 2 of 6 This schedule is being filed to reflect the current name of registrant, the current CUSIP of the registrant, and to reflect a reverse stock split. (1) Name of Reporting Person and IRS Identification No. of Above Person: William Koehler (2) Check the Appropriate Box if a Member of a Group (See Instructions). (a) [ ] (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 United States of America Number (7) Sole Voting Power of 1,753,565 Shares Bene- ficially (8) Shared Voting Power Owned -0- by Each Report- (9) Sole Dispositive Power ing 1,753,565 Person With: (10) Shared Dispositive Power -0- (11) Aggregate Amount Owned by Each Reporting Person 1,753,565 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] CUSIP No. 09623A-10-5 Page 3 of 6 (13) Percent of Class Represented by Amount if Row (11) 17% (14) Type of Reporting Person IN CUSIP No. 09623A-10-5 Page 4 of 6 ITEM 1 Security and Issuer This Schedule 13D is being filed with respect to shares of common stock, par value $0.001 per share, of Bluegate Corporation, whose address is 701 N. Post Oak Rd., Suite 630, Houston, Texas 77024. ITEM 2. Identity and Background (a) William Koehler. (b) Business address: 701 N. Post Oak Rd., Suite 630, Houston, Texas 77024. (c) Director, Bluegate Corporation, 701 N. Post Oak Rd., Suite 630, Houston, Texas 77024. (d) Mr. Koehler has not, during the last five years, been convicted in a criminal proceeding (excluding minor traffic violations or similar misdemeanors). (e) Mr. Koehler has not, during the last five years, been 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) Mr. Koehler is a citizen of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration Mr. Koehler received common stock and options in connection with the registrant's acquisition of his company. CUSIP No. 09623A-10-5 Page 5 of 6 ITEM 4. Purpose of Transaction Mr. Koehler received options in connection with an employment agreement. (a) Mr. Koehler may, from time to time, acquire additional securities of the registrant for investment purposes. In connection with Mr. Koehler's position as a director of the registrant, he could receive as compensation, stock and options to acquire shares of common stock. (b) Mr. Koehler has no present plans or proposals for an extraordinary corporate transaction involving the registrant. The registrant previously acquired his company. (c) Mr. Koehler has no present plans or proposals involving the sale or transfer of a material amount of assets of the registrant or any of its subsidiaries. (d) Mr. Koehler has no present plans or proposals involving any change in the present board of directors or management of registrant, nor any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board. (e) Mr. Koehler has no present plans or proposals for a material change in the present capitalization or dividend policy of the registrant. (f) Mr. Koehler has no present plans or proposals for a material change in the registrant's business or corporate structure. (g) Mr. Koehler has no present plans or proposals for changes in the registrant's charter or bylaws, or instruments corresponding thereto or other actions that may impede the acquisition of control of the registrant by any person. (h) Mr. Koehler has no present plans or proposals for causing a class of securities of the registrant to be delisted 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) Mr. Koehler has no present plans or proposals for a class of securities of the registrant becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act. (j) Mr. Koehler has no present plans or proposals for any actions similar to those enumerated above. CUSIP No. 09623A-10-5 Page 6 of 6 ITEM 5. Interest in Securities of the Issuer (a) Mr. Koehler the beneficial owner of 151,065 shares of common stock and the beneficial owner of 1,602,500 options and warrants. (b) Mr. Koehler has sole voting and dispositive power for all of the shares of common stock. (c) Mr. Koehler has not made any transactions in common stock during the past sixty days, other than as described herein. (d) Other than Mr. Koehler, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Mr. Koehler holdings. (e) Not applicable. ITEM 6. Contract, Agreements, Understandings or Relationships with Respect to Securities of the Issuer None, ITEM 7. Material to be Filed as Exhibits Employment Agreement. 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 (signed) August 14, 2006 ----------------------------- /s/ William Koehler William Koehler EX-1 2 ex1.txt EXHIBIT 1 Exhibit 1. Employment Agreement. THIS OPTION AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. BLUEGATE CORPORATION No. E-06-04 STOCK OPTION AGREEMENT Date of Grant: August 1, 2006 THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is delivered by Bluegate Corporation (the "Company") to William E. Koehler (the "Grantee"), who is an employee, consultant or director of the Company or one of its subsidiaries (the Company is sometimes referred to herein as the "Employer"). WHEREAS, the Board of Directors of the Company (the "Board) approved the Company's grant to Grantee the right to purchase shares of the Common Stock of the Company, par value $0.001 per share (the "Stock"), in accordance with the terms and provisions hereof. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Grant of Option. Subject to the terms and conditions hereinafter set forth, the Company, with the approval and at the direction of the Board, hereby grants to the Grantee, as of the Date of Grant, an option to purchase up to 1,200,000 shares of Stock at a price of $0.60 per share. Such option is hereinafter referred to as the "Option" and the shares of stock purchasable upon exercise of the Option are hereinafter sometimes referred to as the "Option Shares." The Option Shares to be issued pursuant to this Stock Option Agreement shall be restricted securities. 2. Vesting. This Option shall vest according to the schedule below:
Option Shares Vesting Date ------------- ------------ 600,000 August 1, 2006 50,000 September 1, 2006 50,000 October 1, 2006 50,000 November 1, 2006 50,000 December 1, 2006 50,000 January 1, 2007 50,000 February 1, 2007 50,000 March 1, 2007 50,000 April 1, 2007 50,000 May 1, 2007 50,000 June 1, 2007 50,000 July 1, 2007 50,000 August 1, 2007
3. Termination of Option. (a) The Option and all rights hereunder with respect thereto, to the extent such Option has vested, shall terminate and become null and void after the expiration of five (5) years from the Date of Grant (the "Option Term"). To the extent that the Option has not vested in accordance with Section 2 above, then the non-vested portion of the Option shall terminate and become null and void upon the termination of the Grantee as an employee, officer or director of the Company. (b) In the event of the death of the Grantee, the Option may be exercised by the Grantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee. (c) In the event the Board (or Committee, if any) finds by a majority vote after full consideration of the facts that Grantee, before or after termination of his employment with the Company or an Affiliate for any reason (i) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Company or any subsidiary or affiliate of the Company, which conduct damaged the Company or subsidiary or affiliate, or disclosed trade secrets of the Company its subsidiary or its affiliate, or (ii) participated, engaged in or had a material, financial or other interest, whether as an employee, officer, director, consultant, contractor, shareholder, owner, or otherwise, in any commercial endeavor anywhere which is competitive with the business of the Company or a subsidiary or Affiliate without the written consent of the Company, the Grantee shall forfeit all outstanding Options. Clause (ii) shall not be deemed to have been violated solely by reason of the Grantee's ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the corporation. The decision of the Board (or Committee, if any) as to the cause of the Grantee's discharge, the damage done to the Company or a subsidiary or an affiliate, and the extent of the Grantee's competitive activity shall be final. No decision of the Board (or Committee, if any) however, shall affect the finality of the discharge of the Grantee by the Company. 4. Exercise of Options. (a) The Grantee may exercise the Option with respect to all or any part of the number of Option Shares then exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is to be exercised and the date of exercise thereof, which date shall be at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon. Notwithstanding the foregoing, an Option granted under this Agreement may be exercised in increments of not less than 10% of the full number of Shares as to which it can be exercised. A partial exercise of an Option will not affect the Grantee's right to exercise the Option from time to time in accordance with this Agreement as to the remaining Shares subject to the Option. (b) Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or certified or cashier's check or money order, or, with the prior written consent of the Board, in whole or in part through the surrender of previously acquired shares of Stock at their fair market value on the exercise date. On the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, but not to exceed ten (10) business days, the Company shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such Option Shares. (c) If the Grantee fails to pay for any of the Option Shares specified in such notice, the Grantee's right to purchase such Option Shares may be terminated by the Company. The date specified in the Grantee's notice as the date of exercise shall be deemed the date of exercise of the Option, provided that payment in full for the Option Shares to be purchased upon such exercise shall have been received by such date. (d) Notwithstanding any of the other provisions hereof, Grantee agrees that he will not exercise this Option and that the Company will not be obligated to issue any Option Shares pursuant to this Stock Option Agreement, if the exercise of the Option or the issuance of such Option Shares would constitute a violation by the Grantee or by the Company of any provision of any law or regulation of any governmental authority or national securities exchanges. Upon the acquisition of any Option Shares pursuant to the exercise of the Option herein granted, Grantee will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws with this Stock Option Agreement. 5. Piggyback Registration Rights. If the Company at any time proposes to register any of its Common Stock under the Securities Act (other than a registration on Form S-8 or S-4 or any successor or similar forms) whether or not for sale for the Company's account, the Company shall use its best efforts to include in such registration (and any related qualifications under blue sky laws or other compliance) all the Option Shares specified in a written request or requests, made by the Grantee and received by the Company within 15 days after the Grantee's receipt of written notice from the Company regarding the proposed registration, which written request may specify the inclusion of all or a part of Grantee's Option Shares. 6. Adjustment of and Changes in Stock of the Company. In the event of a reorganization, recapitalization, change of shares, stock split, spin-off, stock dividend, reclassification, subdivision or combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure or shares of capital stock of the Company, the Board shall make such adjustment in the number and kind of shares of Stock subject to the Option and in the option price; provided, however, that no such adjustment shall give the Grantee any additional benefits under the Option. 7. Fair Market Value. As used herein, the "fair market value" of a share of Stock shall be the closing price per share of Stock on the PINK SHEETS, OTCBB, NASDAQ, the NYSE, the Amex, the composite tape or other recognized market source, as determine by the Board, on the applicable date of reference hereunder, or if there is no sale on such date, then the closing price on the last previous day on which a sale is reported. 8. No Rights of Stockholders. Neither the Grantee nor any personal representative shall be, or shall have any of the rights and privileges of, a stockholder of the Company with respect to any shares of Stock purchasable or issuable upon the exercise of the Option, in whole or in part, prior to the date of exercise of the Option. 9. Non-Transferability of Option. During the Grantee's lifetime, the Option hereunder shall be exercisable only by the Grantee or any guardian or legal representative of the Grantee, and the Option shall not be transferable except, (i) in case of the death of the Grantee, by will or the laws of descent and distribution, and (ii) to a child, grandchild or stepchild of the Grantee or to a trust or partnership created by the Grantee, who, in each case, will be subject to all of the provisions hereof, nor shall the Option be subject to attachment, execution or other similar process. In the event of (a) any attempt by the Grantee to alienate, assign, pledge, hypothecate or otherwise dispose of the Option, except as provided for herein, or (b) the levy of any attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate the Option by notice to the Grantee and it shall thereupon become null and void and of no value to any such party. 10. Disputes. As a condition of the granting of this Option, the Grantee and his heirs and successors agree that any dispute or disagreement which may arise hereunder shall be determined by the Board (or Committee, if any) in its sole discretion and judgment, and that any such determination and any interpretation by the Board (or Committee, if any) of the terms of this Option shall be final and shall be binding and conclusive, for all purposes upon the Company, the Grantee, his heirs and successors. 11. Notice. Any notice to the Company provided for in this instrument shall be addressed to it in care of its Secretary at its executive offices at Bluegate Corporation, and any notice to the Grantee shall be addressed to the Grantee at the current address shown on the records of the Company. Any notice shall be deemed to be duly given if and when properly addressed and posted by registered or certified mail, postage prepaid. 12. Governing Law. The validity, construction, interpretation and effect of this instrument shall exclusively be governed by and determined in accordance with the law of the State of Texas, except to the extent preempted by federal law, which shall to the extent govern. IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest to this Stock Option Agreement, and to apply the corporate seal hereto, and the Grantee has placed his or her signature hereon, effective as of the Date of Grant. Bluegate Corporation By: - ------------------------------------------ Manfred Sternberg, Chief Executive Officer Grantee: ------------------------------------- William E. Koehler -----END PRIVACY-ENHANCED MESSAGE-----