-----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, L+S/M9pzR9gRA/FWVLpM0sjMgDyFj3GW7EZj3R/X6VuA/b30ePiHDw9kU6eCIuMs yxRVDnqEkvHeomnsbhKH5g== 0001005477-00-000197.txt : 20000202 0001005477-00-000197.hdr.sgml : 20000202 ACCESSION NUMBER: 0001005477-00-000197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19991214 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM INFORMATION TECHNOLOGIES INC CENTRAL INDEX KEY: 0000812551 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 751940923 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15596 FILM NUMBER: 509037 BUSINESS ADDRESS: STREET 1: 594 BROADWAY STREET 2: SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 2129650013 MAIL ADDRESS: STREET 1: P O BOX 1006 CITY: NEW YORK STATE: NY ZIP: 10268-1800 FORMER COMPANY: FORMER CONFORMED NAME: SPECTRUM CELLULAR CORP DATE OF NAME CHANGE: 19890925 FORMER COMPANY: FORMER CONFORMED NAME: SPECTRUM CELLULAR COMMUNICATIONS CORP DATE OF NAME CHANGE: 19870715 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 14, 1999 Siti-Sites.com, Inc. (Exact name of registrant as specified in its charter) Delaware 0-15596 75-1940923 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 594 Broadway, Suite 1001, New York, NY 10012 (Address of principal executive offices) Registrant's telephone number, including area code (212) 925-1181 Spectrum Information Technologies, Inc. (Former name or former address, if changed since last report) Item 2 - Acquisition or Disposition of Assets As described below in this Item 2, in recent months Siti-Sites.com, Inc. (formerly known as Spectrum Information Technologies, Inc., and hereinafter referred to as "SITI" or the "Company") has acquired the assets of a number of other websites primarily in exchange for SITI common stock. SITI has also sold additional shares of its common stock in the financings described below in "Item 5 - Other Events." As a result of all of these transactions, SITI currently has approximately 10,000,000 shares of common stock outstanding. (a) Description of Transactions On January 3, 2000, Siti-Sites.com, Inc. (formerly known as Spectrum Information Technologies, Inc., and hereinafter referred to as "SITI" or the "Company"), acquired all of the assets and certain liabilities of (i) HungryBands.com (www.hungrybands.com), an e-commerce website and business promoting and selling music by independent artists, (ii) NewMediaMusic.com (www.newmediamusic.com), an e-news/magazine business devoted to new Internet music, news releases by artists and record labels, interviews and other information useful to fans and artists, and (iii) NewYorkExpo.com (www.newyorkexpo.com), a music and Internet conference business. The acquired assets consist primarily of intangible assets. HungryBands.com was acquired for 150,000 shares of SITI common stock, payable in three installments through June, 2000 to its founder and owner Ted Mazola, as certain operating goals are achieved. HungryBands.com currently has some 1,600 bands signed-up or linked into its website, and continues to add new bands. The operation is complementary to SITI's Tropia.com (www.tropia.com) business, which now has some 250 bands from selected artists and record labels, but will continue to be operated as a separate website as part of the SITI music group. SITI acquired NewMediaMusic.com from Mr. Mazola and Steve Zuckerman, and NewYorkExpo.com from New York Music Expo, Inc., a New Jersey corporation which is wholly-owned by Mr. Zuckerman, for a total of 60,000 shares of SITI common stock. In addition, Mr. Zuckerman was granted a 15% interest for three years in the operating profits of NewYorkExpo.com's music and Internet conference business, after completing an upcoming March, 2000 Expo (in which he was granted a 75% interest). Messrs. Mazola and Zuckerman recently joined SITI as Vice-President/Technology and Vice-President/NewMedia Development, respectively. The NewMediaMusic e-magazine is updated on a continuing basis and has working relationships with many major firms and personalities in this emerging niche of the overall music industry. The Internet conferences promoted by NewYorkExpo.com attract sponsors from the music and computer software/equipment world, and help participating sponsors and exhibitors build the personal and business networks that are creating this emerging branch of the music industry. Mr. Zuckerman, who has over 20 years experience in the music industry and many contacts within the established labels, indie domains and among artists, will continue to manage these conferences. The information set forth above is a summary only and is qualified in its entirety by reference to the Purchase Agreement dated January 3, 2000, between Siti-Sites.com, Inc. and Theodore Mazola, the Purchase Agreement-2 dated January 3, 2000, among Siti-Sites.com, Inc., Theodore Mazola and Steven Zuckerman, and the Letter Agreement dated January 3, 2000, executed by New York Music Expo, Inc. in favor of Siti-Sites.com, Inc., copies of which are attached as Exhibits 10.1, 10.2 and 10.3, respectively, hereto and are incorporated herein by reference. In addition, a copy of SITI's press release announcing the acquisitions described above is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Item 5 - Other Events (a) EZCD.com On December 23, 1999, SITI agreed to invest $500,000 in Volatile Media, Inc., which does business as EZCD.com (www.ezcd.com) ("EZCD"), a premier custom music compilation company. The terms of the SITI investment are subject to negotiation and execution of final documents. In the interim, on December 23, 1999, SITI made a $500,000 bridge loan to EZCD, which comes due not later than February 15, 2000, by which time final documents should be completed. Upon closing of the investment, SITI will acquire convertible preferred stock and five-year warrants (exercisable at substantially higher prices) totalling approximately 4% of EZCD's common stock equity, after conversion and exercise. EZCD.com, which targets the same college and youth markets as SITI's existing websites, combines varied content with highly-useful services to artists and labels. These include an easy-to-use e-commerce and royalty reporting system, automated publishing software to disseminate tour-dates and other artist generated news, and powerful e-mail and communication tools. EZCD.com's services to consumers and fans include personalized music selections and one-click registration for newsletters and fan clubs, all of which fit into SITI's long-range plans for its growing content on several websites. Each of these websites will be cross-linked for commerce purposes. Concurrently with the investment commitment, SITI has entered into a Content and Technology Sharing Agreement with EZCD, under which EZCD will make its music content, and the software and related technology for all of its services, available on a private-label basis to all of SITI's websites. This Sharing Agreement further provides for linkage between all of EZCD's websites with all of SITI's e-commerce websites (presently www.tropia.com, www.hungrybands.com, www.newmediamusic.com and www.newyorkexpo.com) for shared promotion and commerce. A copy of SITI's press release announcing the committed investment and the bridge loan described above is attached as Exhibit 99.2 hereto and is incorporated herein by reference. (b) Annual Meeting, Additional Investment and Stock Transfer At SITI's Annual Meeting of Stockholders on December 14, 1999, the stockholders of SITI approved SITI's previously announced second round of financing with Lawrence M. Powers, the Chairman/CEO and a major stockholder of SITI, with SITI receiving $1,250,000. The financing was accomplished through Powers & Co., a sole proprietorship owned by Mr. Powers. In addition, resolutions changing SITI's corporate name to Siti- Sites.com, Inc., revising its Certificate of Incorporation, enacting employee/director stock option plans, electing its board of directors and approving all other items described in its proxy statement were also approved at the Annual Meeting. SITI's Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 15, 1999. A copy of SITI's Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto. On December 21, 1999, Mr. Powers, through Powers & Co., purchased from Maurice Schonfeld, a former Director of SITI, 166,666 shares of SITI common stock, and an option to purchase 100,000 additional shares of common stock at $0.15 per share, exercisable until December 11, 2003, for an aggregate purchase price of $33,333, the price paid by Mr. Schonfeld. At that time, Mr. Schonfeld sold his remaining shares of SITI common stock and his remaining options to John DiNozzi, a business partner of Robert Ingenito, a Director of SITI, and another individual at the price paid by Mr. Schonfeld for such common stock and options. In addition, on December 23, 1999, Mr. Powers, through Powers & Co., Mr. Ingenito, and Mr. DiNozzi purchased additional equity of SITI for an aggregate of $500,000. They purchased an aggregate of 400,000 additional shares of SITI common stock and options to purchase an aggregate of 200,000 additional shares of SITI common stock at $2.50 per share, exercisable for five years. Lawrence Powers has made a gift of one-half of the shares of SITI common stock and the options he acquired in each of the transactions described above to his son, Barclay Powers, a director of SITI. A copy of SITI's press release announcing the results of SITI's Annual Meeting and the additional $500,000 investment described above is attached as Exhibit 99.3 hereto and is incorporated by reference. This Current Report on Form 8-K contains statements that are "forward-looking," which are based on management's current hopes and expectations. There can be no guarantees as to SITI's or EZCD's future performance, or that their plans or operations will prove successful. For a discussion of the risks, capital needs and competition relating to SITI and its business, see SITI's publicly filed quarterly reports (the latest is dated 2 November 9, 1999), recent news releases, and its annual SEC report filed in July, 1999, all of which are available on the Internet, and by request to SITI at 594 Broadway, Suite 1001, New York, N.Y. 10012 Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. The Registrant is not required to file financial statements regarding the acquisitions described above in "Item 2 - Acquisition or Disposition of Assets." (b) Pro Forma Financial Information. The Registrant is not required to file pro forma financial information regarding the acquisitions described above in "Item 2 - Acquisition or Disposition of Assets." (c) Exhibits. Exhibit No. Description ----------- ----------- 3.1 Amended and Restated Certificate of Incorporation of Spectrum Information Technologies, Inc. 10.1 Purchase Agreement dated January 3, 2000, between Siti-Sites.com, Inc. and Theodore Mazola. 10.2 Purchase Agreement-2 dated January 3, 2000, among Siti-Sites.com, Inc., Theodore Mazola and Steven Zuckerman. 10.3 Letter Agreement dated January 3, 2000, executed by New York Music Expo, Inc. in favor of Siti-Sites.com, Inc. 99.1 Press release dated January 4, 2000 99.2 Press release dated January 11, 2000 99.3 Press release dated December 29, 1999 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. Dated: January 14, 2000. SITI-SITES.COM, INC. By /s/ Lawrence M. Powers ---------------------- Lawrence M. Powers Chief Executive Officer and Chairman of the Board of Directors 4 EX-3.1 2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPECTRUM INFORMATION TECHNOLOGIES, INC. (Pursuant to sections 242 and 245) The undersigned, Lawrence M. Powers, Chairman of the Board and Chief Executive Officer of Siti- Sites.com, Inc., a Delaware corporation (the "Corporation"), hereby certifies that: (c) The name of the Corporation is Spectrum Information Technologies, Inc. (d) The original Certificate of Incorporation was filed with the Secretary of State of Delaware on April 1, 1987, under the name Spectrum Cellular Corporation. (e) This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Section 245 of the General Corporation Law of the State of Delaware (the "GCL") and, upon filing with the Secretary of State in accordance with Section 103 of the GCL, shall henceforth supersede the original Certificate of Incorporation and shall, as it may thereafter be amended in accordance with its terms and applicable law, be the Certificate of Incorporation of the Corporation. (f) The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows: ARTICLE I Name The name of the corporation (hereinafter referred to as the "Corporation") is: Siti-Sites.com, Inc. ARTICLE II Registered Agent The name and address of the Corporation's registered agent in the State of Delaware is: Corporation Trust Company 1209 Orange Street Wilmington, DE County of New Castle ARTICLE III Purpose The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the "GCL"). ARTICLE IV Capital Stock A. Authorized Stock. The total number of shares of all classes of stock with the Corporation shall have authority to issue is 40,000,000 shares, of which 35,000,000 shares, par value $.001 per share, shall be of a class designed "Common Stock" and 5,000,000 shares, par value $.001 per share, shall be of a class designed "Preferred Stock." B. Preferred Stock. The Board of Directors is authorized, subject to the limitations prescribed by law and the provisions of this Article IV, to provide for the issuance from time to time in one or more series of any number of shares of Preferred Stock and, by filing a certificate pursuant to the GCL (the "Preferred Stock Designation"), to establish the number of shares to be included in each series, and to fix the designation, relative rights, preferences, qualifications and limitations of the shares of each such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: 1. The designation of the series, which may be by distinguishing number, letter or title. 2. The number of shares of the series. Unless otherwise provided by the Preferred Stock Designation, the Board of Directors may thereafter increase or decrease the number of shares, but not below the number of shares then outstanding. 3. The voting rights, if any, of the holders of shares of the series. 4. Whether dividends, if any, shall be cumulative or noncumulative and the dividend rate of the series and the preferences, if any, over any other series (or of any other series over said series) with respect to dividends. 5. Dates at which the dividends, if any, shall be payable. 6. Whether dividends shall be payable in cash, securities of the Corporation or another entity, or other property. 7. The redemption rights and price or prices, if any, for shares of the series. 8. The amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation's affairs. 9. The terms and amount of any purchase, retirement or sinking fund provided for the purchase or redemption of the series. 10. Whether the shares of the series shall be convertible into or exchangeable for any shares of any other class or series, or any other security of the Corporation or any other entity and, if so, the specification of such other class or series of such other security, the conversion or exchange price or prices or rate 2 or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made. 11. Whether the issuance of additional shares of Preferred Stock shall be subject to restrictions as to issuance, or as to the powers, preferences, or other rights of any other series. 12. The right of the shares of such series to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary of the Corporation, upon the issue of any additional stock (including any additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, retention, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding stock of the Corporation. 13. Such other powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof as the Board of Directors shall, determine. The holders of Preferred Stock shall not have any preemptive rights except to the extent such rights shall be specifically provided for in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors. C. Common Stock. Common Stock shall be subject to the express terms of the Preferred Stock, and any series thereof. Each share of Common Stock shall have the right to cast one vote for the election of Directors and on all other matters upon which stockholders are entitled to vote. Cumulative voting shall not be permitted. D. Record Holders. The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law. E. Quorum. The holders of a majority of all issued and outstanding shares entitled to vote generally in the election of directors, present in person or represented by proxy, will constitute a quorum for the transaction of any business at any duly called meeting of stockholders. F. Conversion of Class A Stock. (i) On March 31, 1999, each outstanding share of the Corporation's Class A Stock, par value $.001 per share (the "Class A Stock"), automatically converted into one share of Common Stock. The Board of Directors shall have the authority to make any determination of beneficial ownership and changes thereof required to effectuate this Section F of Article IV. (ii) The Corporation shall not be obligated to issue to any holder of Class A Stock certificates evidencing shares of Common Stock issuable upon the conversion of Class A Stock into Common Stock until certificates evidencing the shares of Class A Stock are delivered to either the Corporation or any transfer agent of the Corporation. As promptly as practicable thereafter (and after surrender of the certificate or certificates representing shares of Class A Stock to the Corporation or any transfer agent of the Corporation), the Corporation shall issue and deliver to or upon the written order of such holder a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a holder of record of such Common Stock effective on March 31, 1999. (iii) The Corporation shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of shares of Common Stock upon conversion of any shares of Class A Stock; provided, that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name 3 other than that of the registered holder of the Class A Stock in respect of which such shares are being issued. (iv) So long as there are any shares of Class A Stock outstanding, the Corporation shall reserve at all times, free from preemptive rights, out of its treasury stock or its authorized but unissued shares of Common Stock, or both, solely for the purpose of effecting the conversion of the shares of Class A Stock, sufficient shares of Common Stock to provide for the conversion of all outstanding shares of Class A Stock. G. Voting by Class Action Trustee. (i) Certain shares of Class A Stock, which were automatically converted to Common Stock on March 31, 1999 (such stock being hereafter referred to as "Class Action Stock") were issued to the trustee (the "Class Action Trustee") for the class action plaintiffs (the "Class Action Plaintiffs") in securities class action litigation (the "Class Action Suits") against the Corporation and certain of its former officers and directors which pending before Judge Frederic Block in the Eastern District of New York under the consolidated caption In Re Spectrum Information Technologies Litigation, No. 93 Civ. 2295 (FB). The Class Action Trustee shall be entitled to vote Class Action Stock that has not yet been distributed to a Class Action Plaintiff pursuant to the settlement of the Class Action Suits and the Corporation's Plan of Reorganization, filed with the Bankruptcy Court on February 9, 1996, as amended, and is held by the Class Action Trustee; however, the Class Action Trustee shall be required to vote the Class Action Stock in the same proportions and the same manner as the holders of shares of Common Stock have voted. ARTICLE V Rights Agreements The Board of Directors is hereby authorized to create and issue, whether or not in connection with the issuance and sale of its stock or other securities or property, rights entitling the holders thereof to purchase from the Corporation shares of stock or other securities of the Corporation or any other entity, recognizing that, under certain circumstances, the creation and issuance of such rights could have the effect of discouraging third parties from seeking, or impairing their ability to seek, to acquire a significant portion of the outstanding securities of the Corporation, to engage in any transaction which might result in a change of control of the Corporation or to enter into any agreement, arrangement or understanding with another party to accomplish the foregoing or for the purpose of acquiring, holding, voting or disposing of any securities of the Corporation. The times at which and the specific terms upon which such rights are to be issued will be determined by the Board of Directors and set forth in the contracts or instruments that evidence such rights. The authority of the Board of Directors with respect to such rights shall include, but not be limited to, determination of the following: A. The initial purchase price per share or other unit of stock or other securities or property to be purchased upon the exercise of such rights. B. Provisions relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise transferred, either together with or separately from, any other stock or other securities of the Corporation. C. Provisions which set forth the type and amount of stock for which such rights are exercisable and provisions which adjust the number or exercise price of such rights in the event of a combination, split or recapitalization of any stock of the Corporation, a change in ownership of the Corporation's stock or other securities or a reorganization, merger, consolidation, sale of assets or other occurrence relating to the Corporation or any stock of the Corporation, and provisions restricting the ability of the Corporation to enter into any stock transaction absent an assumption by the other party or parties thereto of the obligations of the Corporation under such rights. 4 D. Provisions which deny the holder of a specified percentage of outstanding stock or other securities of the Corporation the right to exercise such rights and/or cause the rights held by such holder to become void. E. Provisions which permit the Corporation to redeem or exchange such rights, which redemption or exchange may be within the sole discretion of the Board of Directors, if the Board of Directors reserves such right to itself. F. The appointment of a rights agent with respect to such rights. ARTICLE VI Board of Directors A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specific circumstances, the Board of Directors shall consist of no more than 7 directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. Initially, Class I directors shall be elected for a one-year term, Class II directors for a two-year term, and Class III directors for a three-year term. At each succeeding annual meeting of the stockholders, successors to the class of directors whose terms expire at the annual meeting shall be elected for a three-year term. B. Subject to the rights of any series of Preferred Stock to elect additional directors under specific circumstances, if the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor or, if such director has no predecessor, as that of the class of directors to which such director has been elected. ARTICLE VII Transactions with Related Persons A. In addition to any affirmative vote required by law or this Certificate of Incorporation or the Bylaws of the Corporation, and except as otherwise expressly provided in Section C of this Article VII, a Business Combination (as hereinafter defined) with, or proposed by or on behalf of, any Interested Stockholder (as hereinafter defined) or any Affiliate (as hereinafter defined) or Associate (as hereinafter defined) of, any Interested Stockholder or any person who thereafter would be an Affiliate or Associate of such Interested Stockholder shall require the affirmative vote of at least 66 2/3 percent of the votes entitled to be cast by the holders of all the then outstanding shares entitled to vote generally in the election of directors ("Voting Stock"), voting together as a single class, excluding Voting Stock Beneficially Owned (as hereinafter defined) by such Interested Stockholder. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise. 5 B. The provisions of Section A of this Article VII shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or by any other provision of this Certificate of Incorporation or the Bylaws of the Corporation, or any agreement with any national securities exchange, if the Business Combination shall have been approved, either specifically or as a transaction which is within an approved category of transactions, by a majority of the Board of Directors prior to the Acquisition Date (as hereinafter defined). C. The following definitions shall apply with respect to this Article VII: (i) The terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act of 1934, as amended (the "Exchange Act") as in effect on the date this Certificate of Incorporation became effective under the GCL (the term "registrant" in said Rule 12b-2 meaning in this case the Corporation). (ii) The term "Acquisition Date" shall mean the date on which any person becomes the Beneficial Owner of Voting Stock representing 10 percent or more of the votes entitled to be cast by the holders of all the then outstanding shares of Voting Stock. (iii) A person shall be deemed the "Beneficial Owner"of, and shall be deemed to "Beneficially Own", shares of Capital Stock (as hereinafter defined): (a) which such person or any of such person's Affiliates or Associates, directly or indirectly, has the sole or shared right to vote or dispose of or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act or pursuant to any successor provision), pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, that a person shall not be deemed the "Beneficial Owner" of, or to "Beneficially Own", any security under this Subsection (a) as a result of an agreement, arrangement or understanding to vote such security that both (y) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the rules and regulations promulgated under the Exchange Act and (z) is not reportable by such person on Schedule 13D promulgated under the Exchange Act (or any comparable or successor report) without giving effect to any applicable waiting period; or (b) which are Beneficially Owned, directly or indirectly, by any other person (or any Affiliate or Associate thereof) with which such person (or any of such person's Affiliates or Associates) has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to Subsection (a) above) or disposing of any Capital Stock; provided, that (y) no director or officer of the Corporation (nor any Affiliate or Associate of any such director or officer) shall, solely by reason of any or all of such officers acting in their capacities as such, be deemed the "Beneficial Owner" of or to "Beneficially Own" any shares of Capital Stock that are Beneficially Owned by any other such director or officer, and (z) no person shall be deemed the "Beneficial Owner" of or to "Beneficially Own" any shares of Voting Stock held in any voting trust, any employee stock ownership plan or any similar plan or trust if such person does not posses the right to vote, to direct the voting of or to be consulted with respect to the voting of such shares. (iv) The term "Business Combination" shall mean: (a) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (y) any Interested Stockholder or (z) any other company (whether or not itself an Interested Stockholder) which is or after such merger or consolidation would be an Affiliate or Associate of an Interested Stockholder; or 6 (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition or security arrangement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint venture participation or other arrangement (in one transaction or a series of transactions) with or for the benefit of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving the Corporation or any Subsidiary and any assets, securities or commitments of the Corporation, any Subsidiary or any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder which (except for any arrangement, whether as employee, consultant or otherwise, other than as a director, pursuant to which any Interested Stockholder or any Affiliate or Associate thereof shall, directly or indirectly, have any control over or responsibility for the management of any aspect of the business or affairs of the Corporation, with respect to which arrangements the value tests set forth below shall not apply), together with all other such arrangements (including all contemplated future events), has an aggregate Fair Market Value (as defined below) and/or involves aggregate commitments of $5,000,000 or more or constitutes more than 5 percent of the book value of the total assets (in the case of transactions involving assets or commitments other than Capital Stock) or 5 percent of the stockholders' equity (in the case of transactions in Capital Stock) of the entity in question (a "Substantial Part"), as reflected in the most recent fiscal year-end consolidated balance sheet of such entity existing at the time the stockholders of the Corporation would be required to approve or authorize the Business Combination involving the assets, securities and/or commitments constituting any Substantial Part; or (c) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation; or (d) any reclassification of securities of the Corporation (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or otherwise involving an Interested Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of any Subsidiary, that is Beneficially Owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or (e) any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses (a) to (d). (v) The term "Capital Stock" shall mean all capital stock of the Corporation authorized to be issued from time to time under Article IV of this Certificate of Incorporation. (vi) The term "Fair Market Value" shall mean (y) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange listed stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange or, if such stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 60-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use in its stead, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board of Directors in accordance with Subsection (i) of Section D of this Article VII, and (z) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in accordance with Subsection (i) of Section D of this Article VII. 7 (vii) The term "Interested Stockholder" shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity), who (a) is the Beneficial Owner of 10 percent or more of the then outstanding Voting Stock; or (b) is an Affiliate or Associate of the Corporation and at any time within the two- year period immediately prior to the date in question was the Beneficial Owner of 10 percent or more of the then outstanding Voting Stock. (viii) The term "person" shall mean any individual, firm, corporation, partnership or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock. (ix) The term "Subsidiary" means any company of which a majority of any class of equity security is beneficially owned by the Corporation; provided, however, for the purpose of the definition of Interested Stockholder set forth in Subsection (vii) of this Section C, the term "Subsidiary" shall mean only a company of which a majority of each class of equity securities is Beneficially Owned by the Corporation. D. (i) A majority of the Board of Directors shall have the power to determine for the purpose of this Article VII, all questions arising under this Article VII, including, without limitation, (a) whether a person is an Interested Stockholder, (b) the number of shares of Capital Stock or other securities Beneficially Owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether a Business Combination is with, or proposed by, or on behalf of an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder, (e) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $5,000,000 or more or constitutes more than 5 percent of the book value of the total assets or 5 percent of the stockholders' equity of the entity in question, (f) whether the assets or securities that are the subject of any Business Combination constitute a Substantial Part, (g) the date on which an Interested Stockholder became an Interested Stockholder, (h) the date on which an Acquisition Date occurred, (i) the Fair Market Value of stock or other property in accordance with Subsection (vi) of Section C of this Article VII, and (j) any other matter relating to the applicability or effect of this Article VII. Any such determination shall be binding and conclusive on all parties. (ii) The Board of Directors shall have the right to demand that any person who it believes is or may be an Interested Stockholder (or who holds of record shares of Capital Stock that are Beneficially Owned by any person that the Board of Directors believes is or may be an Interested Stockholder) supply the Corporation with complete information as to: (a) the record holders of all shares of Capital Stock that are Beneficially Owned by such person; (b) the number of shares of each class or series of Capital Stock that are Beneficially Owned by such person and held of record by each such record holder and the numbers of the stock certificates evidencing such shares; and (c) any other matter relating to the applicability or effect of this Article VII as the Board of Directors may reasonably request. Each such person shall furnish such information within 10 days after the receipt of such demand. E. Nothing contained in this Article VII shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law or to be in derogation of any action, past or future, which has been or may be taken by the Board of Directors or the stockholders with respect to the subject matter contained herein. F. For the purposes of this Article VII, a Business Combination is presumed to have been proposed by, or on behalf of, an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder or a person who thereafter would become such if such Interested Stockholder, Affiliate, Associate or person votes for or consents to the adoption of any such Business Combination, unless as to such Interested Stockholder, Affiliate, 8 Associate or person a majority of the Board of Directors makes a determination that such Business Combination is not proposed by or on behalf of such Interested Stockholder, Affiliate, Associate or person. ARTICLE VIII Personal Liability of Directors A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except that this Section A of Article VIII shall not eliminate or limit a director's liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL, or (iv) for any transaction from which such director derived an improper personal benefit. If the GCL is amended after the date this Amended and Restated Certificate of Incorporation became effective under the GCL to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended from time to time. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person, which may provide for indemnification greater or different than that provided in this Article VIII. Any repeal or modification of this Section A of Article VIII shall not increase the personal liability of any director of this Corporation for any act or occurrence taking place prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. The provisions of this Section A of Article VIII shall not be deemed to limit or preclude indemnification of a director by the Corporation for any liability of a director which has not been eliminated by the provisions of this Section A of Article VIII. B. The Corporation shall indemnify to the full extent authorized or permitted by law (as now or hereafter in effect) any person made, or threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, a administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or by reason of the fact that such person is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law. No amendment or repeal of this Section B of Article VIII shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal. C. The Corporation shall indemnify to the full extent authorized or permitted by law (as now or hereafter in effect) any person made, or threatened to be made a party or witness to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or by reason of the fact that such person is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law. No amendment or repeal of this Section C of Article VIII shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal. 9 D. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any such expense, liability or loss, or against any other expense, liability or loss, to the extent permitted under the GCL. The Corporation may also create a trust fund, grant a security interest and/or use other means (including but not limited to, letters of credit, surety bonds and/or use other similar arrangements), as well as enter into contracts providing indemnification to the full extent authorized or permitted by law and including as part thereof provisions with respect to any or all of the foregoing, to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein or elsewhere. ARTICLE IX Amendment to Bylaws A. In furtherance and not in limitation of the powers conferred by applicable law, the Board of Directors is expressly authorized and empowered to: (1) adopt, alter, amend, change or repeal the Bylaws of the Corporation; provided, however, that the Bylaws adopted by the Board of Directors under the powers hereby conferred may be adopted, altered, amended, changed or repealed by the Board of Directors subject to the provisions of this Amended and Restated Certificate of Incorporation, or the stockholders having voting power with respect thereto; provided, further, that, subject to the provisions of Article VI of this Amended and Restated Certificate of Incorporation, in the case of amendments by stockholders, the affirmative vote of the holders of at least 80 percent of the voting power of the then outstanding Voting Stock, voting together as a single class, shall be required to alter, amend or repeal the Bylaws; and (2) from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to inspection of stockholders; and, except as so determined, or as expressly provided in this Amended and Restated Certificate of Incorporation or in any Preferred Stock Designation, no stockholder shall have any right to inspect any account, book or document of the Corporation other than such rights as may be conferred by law. B. The Corporation may in its Bylaws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors in this Amended and Restated Certificate of Incorporation or by law; provided, however, that no Bylaws hereafter adopted by the stockholders or otherwise shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted. ARTICLE X Shareholder Consent Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a meeting except any action taken upon the signing of a consent in writing by all stockholders of the Corporation having voting power of the then outstanding Voting Stock setting forth the action to be taken. Subject to the rights of the holders of any class or series of Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board, or the President of the Corporation. 10 ARTICLE XI Other Constituencies The Board of Directors, when evaluating any (a) tender offer or invitation for tenders or proposal to make a tender offer or request or invitation for tenders, by another party, for any equity security of the Corporation or (b) proposal or offer by another party to (i) merge or consolidate the Corporation or any subsidiary with another corporation, (ii) purchase or otherwise acquire all or a substantial portion of the properties or assets of the Corporation or any subsidiary, or sell or otherwise dispose of to the Corporation or any subsidiary all or a substantial portion of the properties or assets of such other party or (iii) liquidate, dissolve, reclassify the securities of, declare an extraordinary dividend or recapitalize or reorganize the Corporation, shall be permitted (but not required) to take into account all factors which the Board of Directors deems relevant, including, without limitation, to the extent so deemed relevant the potential impact on employees, customers, suppliers, partners, joint venturer and other constituents of the Corporation and the communities in which the Corporation operates. ARTICLE XII Amendments to Certificate of Incorporation Except as may be expressly provided in this Certificate of Incorporation, the Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, or a Preferred Stock Designation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XII; provided, however, that any amendment or repeal of Article IX of this Certificate of Incorporation shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal; provided further, that no Preferred Stock Designation shall be amended after the issuance of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation and the requirements of applicable law. IN WITNESS HEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer and Chairman of the Board and attested by its Secretary this 14th day of December, 1999. SPECTRUM INFORMATION TECHNOLOGIES, INC. By: /s/ Lawrence M. Powers ---------------------- Lawrence M. Powers, Chief Executive Officer and Chairman of the Board Attest: /s/ Toni AnnTantillo -------------------- 11 EX-10.1 3 PURCHASE AGREEMENTY Exhibit 10.1 PURCHASE AGREEMENT This Agreement made this 3rd day of January, 2000 (the "Agreement") by and between Spectrum Information Technologies, Inc. doing business as Siti-Sites.com ("SITI") and Theodore Mazola ("Ted") is intended to provide for the purchase of an e-commerce business and website owned and operated by Ted, known as Hungry Bands.com, and his employment thereafter as an executive of SITI, on the terms and conditions hereinafter set forth. Now Therefore, in consideration of the mutual covenants and understandings set forth herein, the parties do hereby agree as follows: 1. Purchase of Business and Website. Ted hereby sells, assigns and transfers the e-commerce business and website of Hungry Bands.com to SITI, including, without limitation, all of their assets, properties, contracts, client lists, artist contracts, inventories, service contracts, receivables, proprietary information, website and related software, servers, computer equipment, records and other properties and assets in any form, subject to all existing liabilities, for future operation by SITI. A current balance sheet for such business and website, including HB.net, has been furnished to SITI and has been approved for this transaction, annexed as exhibit A. Among other assets, Hungry Bands.com is represented and warranted to include at least 1,500 bands under artist contracts, although some 1,000 thereof have not yet been uploaded into the website, and is currently attracting approximately 6,000 unique internet "hits" per month to its website. 2. Payment in Shares of SITI. Ted shall be entitled to receive in payment 50,000 shares of SITI common stock, on January 15, 2000; after transfer and ongoing operations of the website are secure and in working operation by SITI ( expected by February of 2000), Ted shall receive an additional 50,000 shares of such common stock, and provided he has performed and complied with all the terms and conditions hereof, an additional 50,000 shares thereof on June 30, 2000. 3. Services. SITI shall hereafter employ Ted as its Vice-President/Technical Director to manage theHungry Bands.com website, and SITI's other websites, supervising the day to day operation thereof under the direction and control of SITI's management. Ted shall be employed at a salary of $68,000 annually the first year, with increases contemplated based on his performance, along with bonuses and stock option or stock grants similarly based, all reviewable by SITI's management each six months, in a format further elaborated below. SITI has advanced Ted $4,000 during the past weeks, and expects to advance him $8,000 more within three months, to assist him in clearing personal debts to his last employer, all repayable in one year from the date hereof, unless SITI grants bonuses or other compensation to him which satisfies such obligation earlier. After two months, Ted shall also be included in SITI's insured medical/dental plan for employees and their families. Ted manages other website ventures, but has represented he is a full-time executive, and will devote all necessary time and attention to SITI's business during his employment hereunder, to maximize results at its several websites and other ventures. Ted will join with SITI's management in developing a series of goals for the coming year and each succeeding year, for all of SITI's websites for which Ted shall be responsible, including number of unique hits, integration of software from various sources, number of artists or similar benchmarks added to each site, additions of technical personnel, revenues and operating earnings or losses, acquisitions facilitated by Ted's efforts, and other corporate objectives within his executive control and attainment. An annual bonus in cash and/or stock shall be agreed upon by weighting each objective, and distributed each six months based upon the results achieved on such agreed goals at that point, by Ted and his team, each member thereof to share therein based on their respective contribution, as determined by Ted in conjunction with SITI management. 4. Confidentiality Covenant. Ted agrees that while employed by SITI, he will not engage in any other business activity which, after his full disclosure thereof, conflicts with his obligations to build SITI as Technical Director of its websites. Any potentially competitive activities to SITI's operations shall be reviewed with its management. Furthermore, Ted shall keep confidential, and not use for his own account, all of the trade secrets, know-how, software, and other proprietary information and materials of SITI and its subsidiary and affiliated operations, including artists, promotions, customer or contact lists and other data which comes into his purview as a result of his activities on behalf of SITI. Ted acknowledges that the covenants set forth above are necessary for SITI's protection and that the nature and scope thereof are reasonable. 5. Representations and Warranties. Ted makes the representations and warranties to SITI set forth herein and in exhibit B annexed hereto, which also contains representations and warranties by SITI to Ted as to its common stock and other matters. 6. Piggy-Back Registration Rights. The shares being issued to Ted hereunder are not registered under the Securities Act of 1933, and will bear a legend restricting their marketability as set forth in exhibit C. SITI will grant Ted customary registration rights, on a pro-rata basis, along with other executives on all future SITI registered share offerings, subject to any underwriters' restrictions or conditions imposed thereon. 7. Good Faith and Fair Dealings. The parties acknowledge that SITI's several websites and business plans are all start-ups with high risks and growth potential, and anticipate changes in focus or strategy. The parties foresee a continuing requirement of good faith, fairness and full disclosure in their dealings with each other , and each party agrees that such standards shall apply to all of such dealings. 8. Miscellaneous. This Agreement and the exhibits annexed thereto contain the entire understanding of the the parties with respect to the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding unless in writing and executed by the parties. This Agreement shall be governed by, construed and enforced in accordance with the laws of New York. Ted shall not assign any of his rights or obligations hereunder without the written consent of SITI. In Witness Whereof, the parties have executed and delivered this Agreement as of the day and year first above written. Spectrum Information Technologies, Inc. Theodore Mazola d/b/a Siti-Sites. com By /s/ Lawrence M. Powers /s/ Theodore Mazola - ------------------------------------ ----------------------------------- Lawrence M. Powers, Chairman/CEO 36 Fieldway Avenue 594 Broadway, Suite 1001, N.Y., N.Y.10012 Staten Island, N.Y. 10308 EX-10.2 4 PURCHASE AGREEMENT-2 Exhibit 10.2 PURCHASE AGREEMENT-2 This Agreement made this 3rd day of January, 2000 (the "Agreement") by and among Spectrum Information Technologies, Inc. doing business as Siti-Sites.com ("SITI"), and Theodore Mazola ("Ted") and his partner Steven Zuckerman ("Steve") is intended to provide for the purchase of an e-news/magazine business and website owned and operated by Ted and Steve as partners, known as New Media Music.com, the further purchase of a conference/ exposition business described below, devoted to music on the internet, separately owned and operated by Steve, and the respective employment of Ted and Steve thereafter as executives of SITI, on the terms and conditions hereinafter set forth. Now Therefore, in consideration of the mutual covenants and understandings set forth herein, the parties do hereby agree as follows: 1. Purchase of Business and Website. Ted and Steve hereby sell, assign and transfer the e-news/magazine business and website of New Media Music.com ("Newmedia") to SITI, including, without limitation, all of their assets, properties, archives, contracts, client lists, artist and sponsor contracts and contact lists, articles and releases in process, inventories, service contracts, receivables, proprietary information, website and related software, servers, computer equipment, records and other properties and assets in any form, subject to all existing liabilities, for future operation by SITI. A current balance sheet for such business and website has been furnished to SITI and has been approved for this transaction, annexed as exhibit A. Among other assets, Newmedia is represented and warranted to be currently attracting approximately 20,000 unique internet "hits" per month to its website. 2. Payment in Shares of SITI. Ted and Steve shall each be entitled to receive in payment 15,000 shares of SITI common stock on January 15, 2000, and after transfer and ongoing operations of the website are secure and in working operation by SITI (expected by February of 2000 ), Ted and Steve shall each receive an additional 15,000 shares of such common stock, for a total of 60,000 shares in the transaction. 3. Services. SITI shall hereafter continue to employ Ted as its Vice-President/Technical Director to manage the Newmedia.com website, and SITI's other websites, supervising the day to day operation thereof under the direction and control of SITI's management, with his existing compensation plan in a related contract with SITI covering all Newmedia and other services. Steve shall hereafter be employed by SITI as its Vice-President/Business Development, supervising all editorial and news content of Newmedia, and also managing the New York Music & Internet Expo 2000 and all of its continuing events hereafter across the country, described below. Steve shall be employed at a salary of $65,000 annually the first year, with increases contemplated based on his performance, along with bonuses and stock option or stock grants similarly based, all reviewable by SITI's management each six months. The performance of Newmedia under Ted and Steve's continuing management shall be evaluated separately from their services in other SITI ventures, with compensation directly related thereto, as a part of their overall compensation as SITI executives, all to be based on a bonus plan with annual goals agreed upon by each of them with SITI's management, listing several corporate objectives, with each goal weighted in the bonus computation. Steve shall also be included in SITI's insured medical/dental plan for employees and their families, and Ted's benefits date thereunder is provided for in his related contract with SITI. Ted and Steve manage other web-related ventures, but each has represented he will be a full-time executive, and will devote all necessary time and attention to SITI's business during his employment hereunder, to maximize results at its several websites and other ventures. 4. Music & Internet Expos. Steve independently owns and operates a separate business promoting Music and Internet conferences and expositions, in New York, San Francisco and in other cities contemplated in discussions with SITI (collectively, the "Expos"). In consideration of this Agreement, he (by causing his Subchapter S corporation to assign its assets) is hereby selling, assigning and transferring the Expos as an ongoing business to SITI, including, without limitation, all of their assets, properties, contracts, client, artist and sponsor lists, archives, inventories, banners, equipment, databases, website and related software, records and other properties and assets in any form, subject to liabilities shown on Exhibit A-1, for future operation by SITI. A current balance sheet and preliminary expansion plan for such business has been furnished to SITI and has been approved for this transaction, annexed as exhibit B. 5. March 2000 Expo. The parties agree that Steve has financed and completed three-fourths of the work necessary for the March 2000 Expo in New York City, and that he shall be entitled to retain three-fourths of its net earnings at the completion thereof, subject to SITI being repaid any cash or other advances it is required to make for its completion, with interest at 9% per annum until repaid, duly charged as overhead, and SITI shall be entitled to receive the remaining one-fourth of any net earnings. 6. Future Expos Compensation to Steve. SITI and Steve have agreed that he has sold the Expos business to SITI hereunder without additional compensation, because continuation, and expansion thereof to other cities, will require capital from SITI, and his employment under paragraph 3 preceding gives him the regular income and office facilities necessary to build the Expos, with incentive compensation for doing so on SITI's behalf. Expos shall be operated as a separate division of SITI, with incentive compensation to Steve directly related thereto, as a part of his overall future compensation; provided, however, that for a three year period commencing after the March 2000 Expo, Steve shall be entitled to receive at least 15% of the operating income of Expos (revenues less operating expenses, before interest and taxes, determined by generally accepted accounting principles). Steve's interest in future Expos earnings for said three years shall continue for such period, unless he voluntarily resigns or is discharged for material and serious "just cause"; provided however, that a"forced resignation" by other executives unreasonable behavior towards him shall not be deemed a voluntary resignation by Steve, and shall not deprive him of his interest in Expos earnings for the stated period. 7. Confidentiality Covenant. Ted and Steve agree that while employed by SITI, each of them will not engage in any other business activity which, after their respective full disclosure thereof, conflicts with their respective obligations to build SITI as executives thereof. Any potentially competitive activities to SITI's operations shall be reviewed with its management. Furthermore, Ted and Steve shall each keep confidential, and not use for his own account, all of the trade secrets, know-how, software, and other proprietary information and materials of SITI and its subsidiary and affiliated operations, including artists, promotions, customer or contact lists and other data which comes into their respective purview as a result of their activities on behalf of SITI. Ted and Steve acknowledge that the covenants set forth above are necessary for SITI's protection and that the nature and scope thereof are reasonable. 8. Representations and Warranties. Ted and Steve each makes the representations and warranties to SITI set forth herein and in exhibit C annexed hereto, which also contains representations and warranties by SITI to Ted and Steve as to its common stock and other matters. 9. Piggy-Back Registration Rights. The shares being issued to Ted and Steve hereunder are not registered under the Securities Act of 1933, and will bear a legend restricting their marketability as set forth in exhibit D. SITI will grant Ted and Steve customary registration rights, on a pro-rata basis, along with other executives on all future SITI registered share offerings, subject to any underwriters' restrictions or conditions imposed thereon. 10. Good Faith and Fair Dealings. The parties acknowledge that SITI's several websites and business plans are all start-ups with high risks and growth potential, and anticipate changes in focus or strategy. The parties foresee a continuing requirement of good faith, fairness and full disclosure in their dealings with each other , and each party agrees that such standards shall apply to all of such dealings. 11. Miscellaneous. This Agreement and the exhibits annexed thereto contain the entire understanding of the the parties with respect to the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding unless in writing and executed by the parties. This Agreement shall be governed by, construed and enforced in accordance with the laws of New York. Ted and Steve each agrees not to assign any of their respective rights or obligations hereunder without the written consent of SITI. In Witness Whereof, the parties have executed and delivered this Agreement as of the day and year first above written. Spectrum Information Technologies, Inc. Theodore Mazola d/b/a Siti-Sites. com By /s/ Lawrence M. Powers /s/ Theodore Mazola - ----------------------------------------- ----------------------------------- Lawrence M. Powers, Chairman/CEO 36 Fieldway Avenue 594 Broadway, Suite 1001, N.Y., N.Y.10012 Staten Island, N.Y. 10308 Steven Zuckerman /s/ Steven Zuckerman ----------------------------------- 519 Bloomfield Avenue, Suite 6G Caldwell, N.J. 07006 EX-10.3 5 LETTER AGREEMENT Exhibit 10.3 NEW YORK MUSIC EXPO, INC. 519 Bloomfield Avenue Caldwell, New Jersey 07006 January 3, 2000 Siti-Sites.com, Inc. 594 Broadway, Suite 1001 New York, New York 10012 Re: Purchase Agreement Gentlemen: Steven Zuckerman ("Zuckerman") is the sole stockholder and the President of New York Music Expo, Inc., a New Jersey corporation (the "Company"), which operates a business promoting music and internet conferences and expositions in New York, San Francisco and in other cities (the "Expos"). Pursuant to a Purchase Agreement dated January 3, 2000 (the "Purchase Agreement"), Zuckerman sold to Siti-Sites.com, Inc. ("SITI"), among other things, all of the assets and certain of the liabilities of the Expos. The Company hereby agrees to be bound by the terms and provisions of the Purchase Agreement, including, without limitation, all representations and warranties made by Zuckerman, to the extent they relate to the Expos, and hereby confirms that it has sold, assigned and transferred the Expos as an ongoing business to SITI, including, without limitation, all of their assets, properties, contracts, client, artist and sponsor lists, archives, inventories, banners, equipment, databases, website and related software, records and other properties and assets in any form, subject only to existing liabilities set forth on the balance sheet attached to the Purchase Agreement. This letter shall be governed by, construed and enforced in accordance with the laws of New York. NEW YORK MUSIC EXPO, INC. By: /s/ Steven Zuckerman ------------------------------ Name: Steven Zuckerman Title: President EX-99.1 6 PRESS RELEASE Exhibit 99.1 SITI-Sites.com Announces Acquisition of Two New Music Websites, And of New York Music & Internet Expo Business, for SITI Common Stock NEW YORK, Jan. 4 - SITI-Sites.com, Inc. (OTC Bulletin Board: SITI - news), announced today that it had acquired Hungry Bands.com (http://www.hungrybands.com), an e-commerce website and business, promoting and selling music by independent artists. Hungry Bands.com currently has some 1,600 bands signed-up or linked into its website, and continues to add new bands. The business was founded and owned by Ted Mazola, who recently joined SITI as a Vice-President/Technology, and was acquired for 150,000 shares of SITI common stock, payable in three installments to Mazola through June, 2000 as certain operating goals are achieved. The operation is complementary to SITI's Tropia.com (http://www.tropia.com) business, which now has some 250 bands from selected artists and record labels, but will continue to be operated as a separate website as part of the SITI music group. Each of these sites will be cross-linked for commerce purposes. SITI further announced that it had acquired NewMediaMusic.com (http://www.newmediamusic.com), an e-news/magazine business devoted to new Internet music, news releases by artists and record labels, interviews and other information useful to fans and artists. This e-magazine is updated on a continuing basis, and is expected to be at the fulcrum of Internet music promotion and development; it has working relationships with many major firms and personalities in this emerging niche of the overall music industry. The business was founded by Ted Mazola and Steve Zuckerman this past year, and enjoys some 30,000 "unique hits" per month to its popular website. This website will be linked with the several thousand "unique hits" per month enjoyed by SITI's Tropia and by its new HungryBands websites. SITI hopes to build linked traffic to these three websites, while adding additional website linkages and traffic, ultimately to generate advertising promotions and revenues. The former owners of NewMediaMusic will receive a total of 60,000 shares of SITI common stock for their business, and Steve Zuckerman has joined SITI as a Vice-President/NewMedia Development. In a third related acquisition, SITI purchased the Music and Internet Conference business (http://www.newyorkexpo.com) of Steve Zuckerman, which is promoting its March 2000 Expo in New York City, after a successful Expo in New York early in 1999. These Internet conferences attract sponsors from the music and computer software/equipment world, and help participating sponsors and exhibitors build the personal and business networks that are creating this emerging branch of the music industry. Steve Zuckerman with over 20 years experience in the music industry, and many contacts within the established labels, indie domains and among artists, will continue to manage these trade shows. SITI intends to foster follow-on relationships with participants to aid them in e-commerce, and database marketing. Mr. Zuckerman will be entitled to a 15% interest for three years in the operating profits of the Music and Internet Conference business, after completing the upcoming March, 2000 Expo (in which he will have a 75% interest). The business showed a modest profit from its 1999 show and has already financed its 2000 show. SITI hopes to expand this Music and Internet Expo to the West Coast and to regional music venues, with increased local sponsorship. SITI hopes that these three acquisitions will ultimately result in an increase of its marketing databases, which can be made available to all its subsidiaries, linked affiliates and future promotion and business partners. This press release contains statements that are "forward-looking," which are based on management's current hopes and expectations. There can be no guarantees as to SITI's future performance, or that its plans or operations thereafter will prove successful. For a discussion of the risks, capital needs and competition relating to SITI and its business, see SITI's publicly filed quarterly reports (the latest is dated November 9, 1999), recent news releases, and its annual SEC report filed in July, 1999, all of which are available on the Internet, and by request to SITI at 594 Broadway, Suite 1001, New York, N.Y. 10012. EX-99.2 7 PRESS RELEASE Exhibit 99.2 SITI-Sites. com Agrees to Invest in EZCD.com; Content and Technology Sharing Established Between SITI and EZCD New York, N.Y., Tuesday, January 11, 2000----Siti-Sites.com, Inc. (OTC BB: SITI), announced today that it had agreed to invest $500,000 in Volatile Media, Inc., which does business as EZCD.com ( www.ezcd.com), a premier custom music compilation company. Over 13,000 independent and unsigned artists and 450 labels have adopted EZCD.com's e-commerce tools (patent pending) to promote and sell their music. The terms of the SITI investment are subject to negotiation and execution of final documents. In the interim, SITI has made a bridge loan in such investment amount, which comes due not later than February 15, 2000, by when documentation should be completed. Upon closing of the investment, SITI will acquire convertible preferred stock and five-year warrants (exercisable at substantially higher prices) totalling approximately 4% of EZCD's common stock equity, after conversion and exercise. A similar type investment is being made by another investor, and the privately-held EZCD.com is in the process of raising equity financing on a much larger scale. Lawrence Powers and Robert Ingenito, the Chairman and Vice-Chairman of SITI, stated that the investment was being made to enhance SITI's content, and also its data management tools. EZCD combines varied content with highly-useful services to artists and labels. These include an easy-to-use e-commerce and royalty reporting system, automated publishing software to disseminate tour-dates and other artist generated news, and powerful e-mail and communication tools. EZCD's services to consumers and fans include personalized music selections and one-click registration for newsletters and fan clubs, all of which fit into SITI's long-range plans for its growing content on several websites. EZCD's participating labels include BMG, Beggars' Banquet, and The Orchard; participating artists range from Bauhaus to Gilberto Gil, and from Professor Griff to Louis Armstrong. Corporate partners, including Clairol, Liberty Travel and Ziff-Davis, have been attracted to EZCD's focus on college-age consumers and its diverse music catalog of rock, dance, hip-hop, latin and world genres, which can be used for highly -targeted special promotions. Concurrently with the investment commitment, SITI has entered into a Content and Technology Sharing Agreement with EZCD, under which EZCD.com will make its music content, and the software and related technology for all of its services, available on a private-label basis to all of SITI's websites. This Sharing Agreement further provides for linkage between all of EZCD's websites with all of SITI's e-commerce websites ( presently www.tropia.com, www.hungrybands.com, www.newmediamusic.com and www.newyorkexpo.com) for shared promotion and commerce. Cross-promotional activities for CD giveaways, content sharing, provision of services to artists and fans, and sharing of new technology developed by SITI or EZCD, are contemplated. SITI's senior executives will join EZCD's advisory panel. EZCD.com aims at the same college and youth markets as SITI's existing sites. EZCD.com has also developed several non-music marketing partners, who offer custom CD's as part of their consumer product promotions. This type of tie-in marketing using music giveaways or prizes, lends itself to the previously announced data mining and management planned within SITI. This press release contains statements that are "forward looking", which are based on management's current hopes and expectations. There can be no guarantees as to SITI's or EZCD's future performance, or that the plans or operations of either of them will prove successful. For a discussion of the risks, capital needs and competition relating to SITI and its business, see SITI's publicly filed quarterly reports (the latest is dated November 9, 1999), recent news releases, and its annual report publicly filed in July, 1999, all of which are available on the Internet, and by request to SITI at 594 Broadway, Suite 1001, New York, N.Y. 10012. EX-99.3 8 PRESS RELEASE Exhibit 99.3 SITI-Sites.com Announces Corporate Name Change, Additional Equity Financing, and Management Additions NEW YORK, Dec. 29 -- SITI-Sites.com (OTC Bulletin Board: SITI - news) announced today that its previously announced second round of financing with Lawrence M. Powers, the Chairman/CEO and a major shareholder of SITI, had been approved by shareholders at its annual meeting, with SITI receiving $1,250,000. The additional financing was approved at SITI's Annual Meeting of Shareholders held December 14, 1999, together with resolutions changing SITI's corporate name to Siti-Sites.com, Inc., revising its corporate charter, enacting employee/director stock option plans, electing its board of directors and approving all other items described in its proxy statement. Subsequently, Directors Powers and Robert Ingenito, along with Ingenito's business partner John DiNozzi, agreed to purchase an additional bloc of equity for $500,000 from SITI, on the same terms as shareholders had approved the financing by Powers. The total equity purchases in December thus came to $1,750,000 for 1,400,000 shares of Common Stock ($1.25 per share), together with options to purchase an additional 700,000 shares at $2.50 per share, exercisable for five years. The additional equity investment was funded on December 23, 1999, with Mr. Powers investing $250,000 and Messrs. Ingenito and DiNozzi each investing $125,000. Chairman/CEO Powers also announced that Director Robert Ingenito had been appointed Vice-Chairman and President, in recognition of his ongoing management contributions in building SITI's business. SITI's business is seeking to grow within the music industry, with an emphasis on increased music content, and fan and artist data aggregation, to be followed by extensive data-based marketing to its artists and fan constituencies. This new emphasis at SITI stems from Ingenito's long experience in direct marketing and "data mining," including his work as President and large shareholder in the formative 1977-85 period of Acxiom Corporation which has grown to $750 million in current revenues from sophisticated management of customer and marketing data. Ingenito, as the Founder/CEO of Access Direct Systems, Inc. and his partner DiNozzi (who as Founder/President has managed their privately-held business throughout its profitable growth) recently sold another of their direct mail/e-service businesses, Access Communications, Inc. to Acxiom Corporation. The business they sold was founded 8 years ago, and handles promotional mailings on demand, and time-sensitive communications, in an on-line data environment for over 100 companies. Such sale has given Mr. Ingenito the time to make a deeper management/investor commitment to SITI. SITI is presently in negotiations to acquire certain Internet commerce and information sites in exchange for common stock, as well as to make an investment in another Internet company. These types of investments are expected to provide important technologies, and substantially increased artist and music content, for SITI's planned grouping of music-related websites, emphasizing revenues from services to artists and fans, as well as sales of music and related merchandise. Their conclusion, with a description of these transactions, is expected to be announced when negotiations are completed, and documents are finalized. SITI has recently added Paul Marshall and Ted Mazola, both experienced website developers and supervisors, to its core executive group, to help manage technology in SITI's planned websites. Consulting relationships with the former executive team at SITI's Tropia subsidiary have ended, with the new staff taking over this continuing operation. This press release contains statements that are "forward-looking," which are based on management's current expectations. There can be no guarantees as to SITI's future performance, that its pending negotiations will be completed, or that operations thereafter will be successful. For discussion of the risks, capital needs and competition related to SITI and its business, see SITI's publicly filed quarterly reports (the latest having been filed November 9, 1999) and annual report, which are available on the Internet, and by request from SITI at 594 Broadway, Suite 1001, New York, N.Y. 10012. -----END PRIVACY-ENHANCED MESSAGE-----