-----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, T2wIS4CvH9H7t3MjNfKosC1O1A7jSFMAG/V3ApYT0eJ4VCWmJRb6zlmPW1pj2/G6 7o3M09Q3lw2kQEv63VN/cw== /in/edgar/work/20000810/0001005477-00-005632/0001005477-00-005632.txt : 20000921 0001005477-00-005632.hdr.sgml : 20000921 ACCESSION NUMBER: 0001005477-00-005632 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000810 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SITI-SITES COM INC CENTRAL INDEX KEY: 0000812551 STANDARD INDUSTRIAL CLASSIFICATION: [7363 ] IRS NUMBER: 751940923 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39606 FILM NUMBER: 691377 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 INFORMATION TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DRABKIN MIKHAIL CENTRAL INDEX KEY: 0001061144 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O SPECTRUM INFORMATION TECHNOLOGIES STREET 2: 2700 WESTCHESTER AVE CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142511800 MAIL ADDRESS: STREET 1: C/O SPECTRUM INFORMATION TECHNOLOGIES STREET 2: 2700 WESTCHESTER AVE CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 SITI-SITES.COM, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 847623303 (CUSIP Number) John Iannitto Siti-Sites.com, Inc. 594 Broadway, Suite 1001 New York, NY 10012 (212) 925-1181 (Name, address and telephone number of person authorized to receive notices and communications) June 8, 2000; June 26, 2000 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following box |_|. Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be sent. CUSIP No. 847623303 SCHEDULE 13D Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John Iannito - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,700,000 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,700,000 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,700,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. The name of the issuer with respect to which this Schedule 13D is being filed is Siti-Sites.com, Inc. (hereinafter called the "Issuer"). The address of the Issuer's principal executive offices is 594 Broadway, Suite 1001, New York, NY 10012. This statement relates to the Issuer's Common Stock, $.001 par value ( "Common Stock"). Item 2. Identity and Background. (a) This Schedule 13D is being filed on behalf of John Iannitto, the owner of RSI Marketing. (b) Mr. Iannitto's business address is 171 Madison Avenue, New York, NY 10016 (c) Mr. Iannitto is an Executive Vice-President of the Issuer. (d) Mr. Iannitto has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Iannitto 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. Iannitto is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. Beneficial Shares Source and Amount of Funds 500,000 Shares subject to options granted by Issuer to purchase Common Stock exercisable at an exercise price of $0.50 per share purchased pursuant to the Stock Purchase Agreement between, among others, John Iannitto and Issuer dated June 8, 2000 ("Stock Purchase Agreement"). 1,000,000 Shares of Common Stock purchased pursuant to the Stock Purchase Agreement. 100,000 Shares of Common Stock received pursuant to the Employment Arrangement between, among others, John Iannitto and Issuer dated June 26, 2000 ("Employment Arrangement"). 100,000 Shares subject to options granted by Issuer to purchase Common Stock exercisable at $.50 per share received pursuant to the Employment Arrangement. 1,700,000 Total amount of Beneficial Shares. The source of consideration paid by Mr. Iannitto was personal funds. Item 4. Purpose of Transactions The acquisitions of securities reported herein were made by John Iannitto for investment purposes. Although Mr. Iannitto has no present intention to do so, he or RSI Marketing may make additional purchases or make sales of Common Stock either in the open market or in privately negotiated transactions. Except as set forth in this Item 4, Mr. Iannitto has no other present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, Mr. Iannitto reserves the right to propose or participate in future transactions that may result in one or more of such actions. On June 8, 2000, principal investors, directors and executives, Lawrence M. Powers, Robert Ingenito and John Iannitto, agreed with Issuer to invest $1,000,000 for common stock and options, on the following basis: (a) Mr. Powers would invest $500,000 for 2,000,000 shares of common stock, together with options to purchase an additional 1,000,000 shares for $.50 per share exercisable for five years. (b) Messrs. Ingenito and Iannitto would each invest $250,000 for 1,000,000 shares of common stock, respectively, together with options, respectively, to purchase an additional 500,000 shares for $.50 per share exercisable for five years. (c) Messrs. Powers, Ingenito and Iannitto plan immediately to divide their respective investments further among family members and business associates, consisting of Barclay V. Powers, John DiNozzi and Mr. Iannitto's son (a minor), in varying amounts by gift or by assignment. Additionally, on June 26, 2000, principal investors, directors and executives, Lawrence M. Powers, Robert Ingenito and John Iannitto, agreed with Issuer to the following employment arrangements for the fiscal years 2001 and 2002 commencing April 1, 2000 and ending March 2002: a) Robert Ingenito shall work as Vice-Chairman and President of the Company, without cash compensation, and receive 300,000 shares of its Common Stock for the fiscal year 2000, issued immediately, with a certificate for 150,000 shares delivered to him as soon as practicable, and a certificate for 150,000 shares delivered to him on January 5, 2000. b) Ingenito shall receive options to purchase an additional 300,000 shares, exercisable at $.50 per share, for a five year period ending June 30, 2006, with an option certificate for 150,000 shares delivered to him on June 30, 2001 and a similar certificate delivered to him on January 5, 2002. c) John Iannitto shall work as Executive Vice-President of the Company, without cash compensation, and receive 200,000 shares of its Common Stock for the fiscal year 2000, issued immediately, with a certificate for 100,000 shares delivered to him as soon as practicable, and a certificate for 100,000 shares delivered to him on January 5, 2001. d) Iannitto shall receive options to purchase an additional 200,000 shares, exercisable at $.50 per share, for a five year period ending June 30, 2006, with an option certificate for 100,000 shares delivered to him as soon as practicable, and a certificate for 100,000 shares delivered to him on January 5, 2001. e) Lawrence M. Powers shall work as Chairman and Chief Executive Officer of the Company, with neither cash compensation, nor compensatory shares of Common Stock or options during said two fiscal years 2001 and 2002. Item 5. Interest in Securities of the Issuer. (a) Mr. Iannitto beneficially owns 1,700,000 shares of Common Stock (including options to purchase 600,000 shares of Common Stock) (See Item 3). This represents 12.3% of the issued and outstanding Common Stock. (b) Mr. Iannitto has sole voting power and dispositive power with respect to the shares of Common Stock. (c) There have been no transactions in respect of the Common Stock during the past 60 days which are required to be reported in this Item 5 except as described in Item 4. (d) No person other than Mr. Iannitto has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of Common Stock beneficially owned by Mr. Iannitto. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None, other than described in Item 4. Item 7. Material to be Filed as Exhibits. 1. Stock Purchase Agreement dated June 8, 2000 (1) 2. Employment Arrangements Agreement dated June 12, 2000 Entered Into Between the Company and Messrs. Robert Ingenito and John Iannitto (1) 3. Stock Option Agreement Dated June 8, 2000, Entered Into Between the Company and John Iannitto (1) (1) Incorporated by reference to the Issuer's Annual Report on Form 10-K filed on June 28, 2000. 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. John Iannitto /s/ John Iannito Date: July 25, 2000 ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----