UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
ZIXIT CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
98974P 10 0
(CUSIP NUMBER)
- copy to -
George W. Haywood Gary T. Moomjian, Esq.
c/o Cronin & Vris, LLP Kaufman & Moomjian, LLC
380 Madison Avenue 50 Charles Lindbergh Blvd., Suite 206
24th Floor Mitchel Field, New York 11553
New York, New York 10017 (516) 222-5100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
June 3, 2002
(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 ss.ss. 240.13d-1(e),or 240.13d-1 (f), or 240.13d-1 (g),
check the following box [X].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 98974P 10 0 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
George W. Haywood
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,709,173
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 95,000 (1)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,709,173
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PERSON WITH 10 SHARED DISPOSITIVE POWER
95,000 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,804,173 (See Item 5 herein)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Includes 30,000 shares owned by wife and 65,000 shares owned jointly with
mother.
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ITEM 1. SECURITY AND ISSUER.
The class of securities to which this statement relates is the common
stock, par value $.01 per share (the "Common Stock"), of Zixit Corporation (the
"Company"). The Company's principal executive offices are located at 2711 N.
Haskell Avenue, Suite 2300, LB36, Dallas, Texas 75204-2960.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by George W. Haywood.
(b) The business address for Mr. Haywood is c/o Cronin & Vris, LLP, 380
Madison Avenue, 24th Floor, New York, New York 10017.
(c) Mr. Haywood is a private investor.
(d) Mr. Haywood has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Haywood 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. Haywood is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Haywood used his own personal funds to purchase 280,376 shares of
Common Stock, at an aggregate purchase price of $1,310,981, which acquisition
is the event that requires filing of this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Haywood acquired shares for investment purposes. Mr. Haywood may
purchase additional shares of Common Stock or, alternatively, sell shares of
Common Stock, from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number of shares of Common Stock beneficially owned: 3,804,173
Percentage: 21.5%
(b) 1. Sole power to vote or to direct vote: 3,709,173 (1)
2. Shared power to vote or to direct vote: 95,000 (2)
3. Sole power to dispose or to direct the
disposition: 3,709,173 (1)
4. Shared power to dispose or to direct the
disposition: 95,000 (2)
---------------------
(1) Includes 11,500 shares owned by children.
(2) Includes 30,000 shares owned by wife and 65,000 shares owned jointly
with mother.
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(c) During the 60 days prior to the filing hereof, Mr. Haywood from time to
time has purchased shares of Common Stock in the open market, as follows:
Per Share
Date of Number of Purchase
Purchase Shares Price ($)
-------- ------ ---------
May 22, 2002 7,100 4.55
May 30, 2002 10,000 4.30
May 31, 2002 6,000 4.39
June 3, 2002 30,000 4.34
June 4, 2002 13,500 4.38
June 5, 2002 13,000 4.30
June 6, 2002 35,500 4.35
June 7, 2002 6,100 4.39
June 10, 2002 50,000 4.75
June 11, 2002 31,576 4.83
June 12, 2002 60,000 4.83
June 13, 2002 8,700 5.05
June 14, 2002 30,000 5.00
June 28, 2002 2,000 5.40
(d) Except as set forth in Item 5(b) of this Schedule 13D (which answer is
incorporated herein by reference), no person may be deemed to have the right to
receive or the power to direct the receipt of dividends from, or proceeds from
the sale of, the shares of Common Stock beneficially owned by Mr. Haywood.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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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.
Dated: July 8, 2002
/s/George W. Haywood
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George W. Haywood
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