-----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, ChPTPi+ZRXUHoBOFqnOM3pztAI0qtoOWSKYNx541WtyuR2MPrMtqpjVz5bxAaPrz tgbJBr7ouECGv3+NtnmMfA== 0001140361-10-023393.txt : 20100528 0001140361-10-023393.hdr.sgml : 20100528 20100528100344 ACCESSION NUMBER: 0001140361-10-023393 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100528 DATE AS OF CHANGE: 20100528 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sperco Stephen J CENTRAL INDEX KEY: 0001388334 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: TWO PRUDENTIAL PLAZA, SUITE 700 STREET 2: 180 NORTH STETSON AVE CITY: CHICAGO STATE: IL ZIP: 60601 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: 10864575 BUSINESS ADDRESS: STREET 1: 701 NORTH POST OAK ROAD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7136861100 MAIL ADDRESS: STREET 1: 701 NORTH POST OAK ROAD STREET 2: SUITE 600 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 formsc13da.htm BLUEGATE SC 13D/A 5-22-2010 formsc13da.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Amendment Number 8

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)

Stephen John Sperco and SAI Corporation
Two Prudential Plaza, Suite 700, 180 North Stetson Avenue
Chicago, Illinois 60601
(312) 602-7000
 
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)

May 22, 2010
(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. o

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 5
 
 
(1)
  
Name of Reporting Person and IRS Identification No. of Above Person:
  
           
   
Stephen John Sperco, and a company he controls, SAI Corporation
  
           
(2)
  
Check the Appropriate Box if a Member of a Group (See Instructions).
  
         
(a)  o
         
(b)  o
(3)
  
SEC Use Only
  
           
(4)
  
Source of Funds (See Instructions)
  
           
   
PF
      
           
(5)
  
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).
  
         
o
           
(6)
  
Citizenship or Place of Organization
  
           
   
Mr. Sperco:  United States of America
  
   
SAI CORPORATION: an Illinois corporation
  
           
NUMBER
  
(7)
  
Sole Voting Power
  
OF
      
15, 670,250
  
SHARES
          
BENE-
  
(8)
  
Shared Voting Power
  
FICIALLY
      
-0-
  
OWNED
          
BY
  
(9)
  
Sole Dispositive Power
  
EACH
      
15, 670,250
  
REPORTING
          
PERSON
  
(10)
  
Shared Dispositive Power
  
WITH
      
-0-
  
           
(11)
  
Aggregate Amount Owned by Each Reporting Person
  
           
   
15, 670,250
  
           
(12)
  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
  
         
o
           
(13)
  
Percent of Class Represented by Amount if Row (11)
  
           
   
44% without taking into account the super voting power of Series C and Series D Preferred Stock; and 78% when taking into account the super voting power of Series C and Series D Preferred Stock.
  
           
(14)
  
Type of Reporting Person
  
   
Mr. Sperco: IN
  
   
SAI Corporation: CO
  
 
 
 
 
 
CUSIP NO. 09623A-10-5
PAGE 3 OF 5


ITEM 1.
Security and Issuer

This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) amends and restates, where indicated, the statement on Schedule 13D relating to the common stock of the Issuer filed by Stephen J. Sperco (the “Reporting Person”) with the Securities and Exchange Commission on October 17, 2008 (the “Prior Schedule 13D”).

This Amendment No. 8 is being made to disclose certain changes in the beneficial ownership of the shares of common stock of the Issuer held by the Reporting Person.

This Schedule 13D/A is being filed with respect to shares of common stock, par value $0.001 per share, of Bluegate Corporation (“Bluegate,” the “Issuer,” the “Company,” “we,” or “us”), whose address is 701 N. Post Oak Rd., Suite 600, Houston, Texas 77024.

ITEM 2.
Identity and Background
 
 
(a)
Stephen J. Sperco and a company he controls, SAI Corporation.

 
(b)
Business address: Two Prudential Plaza, Suite 700, 180 North Stetson Avenue Chicago, Illinois 60601.

 
(c)
Mr. Sperco is the CEO and President of Bluegate Corporation, 701 N. Post Oak Rd., Suite 600, Houston, Texas 77024.

 
(d)
Mr. Sperco has not, during the last five years, been convicted in a criminal proceeding (excluding minor traffic violations or similar misdemeanors).

 
(e)
Mr. Sperco 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. Sperco is a citizen of the United States of America

ITEM 3.
Source and Amount of Funds or Other Consideration
 
This Form 13D/A discloses that on May 22, 2010, SAI Corporation (“SAIC”) purchased an aggregate of 10 shares of Series D Preferred Stock by modifying the existing Promissory Note and Security Agreement with Bluegate as follows: (1) SAIC's waiver of accrued interest of $84,740 for the period from February 1, 2010 through May 22, 2010, and (2) SAIC's waiver of any applicable interest payments for the period from May 23, 2010 through December 31, 2010 (estimated to be up to $109,973 without any present value effect).

 
 
 
 
CUSIP NO. 09623A-10-5
PAGE 4 OF 5

ITEM 4.
Purpose of Transaction

On May 22, 2010, SAI Corporation (“SAIC”) purchased an aggregate of 10 shares of Series D Preferred Stock by modifying the existing Promissory Note and Security Agreement with Bluegate as follows: (1) SAIC's waiver of accrued interest of $84,740 for the period from February 1, 2010 through May 22, 2010, and (2) SAIC's waiver of any applicable interest payments for the period from May 23, 2010 through December 31, 2010 (estimated to be up to $109,973 without any present value effect). The stated value per share of the Preferred Stock is $8,725.  Each share of Preferred Stock is convertible into 25,000 shares of common stock and has 150 times the number of votes its conversion-equivalent number of shares of common stock, or 3,750,000 votes per share of Preferred Stock.  The 10 shares of Preferred Stock wi ll have an aggregate of 37,500,000 votes.  The Preferred Stock votes along with the common stock on all matters requiring a vote of shareholders and the Preferred Stock is not redeemable by us.

(a)
Mr. Sperco and SAI Corporation may, from time to time, acquire additional securities of the registrant for investment purposes. In connection with Mr. Sperco's position as the CEO of the registrant, he could receive as compensation, stock and options to acquire shares of common stock.

(b)
Mr. Sperco and SAI Corporation have no present plans or proposals for an extraordinary corporate transaction involving the registrant.

(c)
Mr. Sperco and SAI Corporation have 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. Sperco and SAI Corporation have 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. Sperco and SAI Corporation have no present plans or proposals for a material change in the present capitalization or dividend policy of the registrant.

(f)
Mr. Sperco and SAI Corporation have no present plans or proposals for a material change in the registrant's business or corporate structure.

(g)
Mr. Sperco and SAI Corporation have 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. Sperco and SAI Corporation have 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. Sperco and SAI Corporation have 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. Sperco and SAI Corporation have no present plans or proposals for any actions similar to those enumerated above.
 
 
 
 
 
CUSIP NO. 09623A-10-5
PAGE 5 OF 5

ITEM 5.
Interest in Securities of the Issuer
 
(a)
Mr. Sperco is the beneficial owner of 15, 670,250 shares of common stock.

Of the 15,420,250 shares beneficially owned by Mr. Sperco: (i) 4,456,750 are common shares owned directly by Mr. Sperco, (ii) 1,913,500 are common shares owned indirectly by Mr. Sperco, (iii) 7,850,000 are common shares issuable upon the exercise of options and warrants, and (iv) 1,450,000 are common shares issuable upon the conversion of preferred shares.

Mr. Sperco controls SAI Corporation and he is the beneficial owner of shares owned by SAI Corporation.  Of the 4,963,500 shares beneficially owned by SAI Corporation: (i) 1,913,500 are common shares owned directly by SAI Corporation, (ii) 2,600,000 are common shares issuable upon the exercise of warrants, and (iii) 450,000 are common shares issuable upon the conversion of preferred shares.

(b)
Mr. Sperco and SAI Corporation have sole voting and dispositive power for all of the shares of common stock.

(c)
Mr. Sperco and SAI Corporation have not made any transactions in common stock during the past sixty days, other than as described herein.

(d)
Other than Mr. Sperco and SAI Corporation, 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. Sperco and SAI Corporation holdings.

(e)
Not applicable.

ITEM 6.
Contract, Agreements, Understandings or Relationships with Respect to Securities of the Issuer
 
Mr. Sperco is a director, CEO and President.

ITEM 7.
Material to be Filed as Exhibits

None.
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)
    
May 25, 2010
/s/ Stephen John Sperco
 
Stephen John Sperco, Individually


Date
SAI CORPORATION
May 25, 2010
By: (signed)
    
 
/s/ Stephen John Sperco, President
 
Stephen John Sperco
 
 
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