UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ACCESS INTEGRATED TECHNOLOGIES, INC.
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(Name of Issuer)
Class A Common Stock, par value $0.001 per share
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(Title of Class of Securities)
004329108
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(CUSIP Number)
A. Dale Mayo
55 Madison Avenue, Suite 300, Morristown, NJ 07960
(973) 290-0090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 10, 2003, the effective date that the above
securities were registered pursuant to Section 12(b)
of the Act (as defined below)
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that Section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSON A. Dale Mayo
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF 7. SOLE VOTING POWER 9,087,712*/**
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 935,413*
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 935,413*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ X ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% (of the
sole dispositive
power)
14. TYPE OF REPORTING PERSON IN
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* Excludes 100,000 shares of Class B Common Stock held by Mr. Mayo's spouse, as
to all of which shares he disclaims beneficial ownership.
** Mr. Mayo owns directly 29,602 shares of Class A Common Stock, each share of
which entitles him to one vote, and 905,811 shares of Class B Common Stock, each
share of which entitles him to ten votes (i. e., voting power equal to 9,058,110
shares).
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Item 1. Security and Issuer.
This statement (this "Statement") relates to the Class A Common Stock, par
value $0.001 per share (the "Class A Common Stock"), of Access Integrated
Technologies, Inc., a Delaware corporation ("AccessIT"). The principal executive
offices of AccessIT are located at 55 Madison Avenue, Suite 300, Morristown, NJ
07960.
Item 2. Identity and Background.
This Statement is being filed by A. Dale Mayo ("Mr. Mayo"), whose
residential address is 2 Queens Court, Mendham, NJ 07960. Mr. Mayo is the
President, Chief Executive Officer and Chairman of the Board of Directors of
AccessIT.
During the five years immediately prior to the date of this Statement, Mr.
Mayo has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding become subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state or securities laws or finding any violation with respect to
such laws.
Mr. Mayo is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Mayo owns directly 905,811 shares of AccessIT's Class B Common Stock,
par value $0.001 per share (the "Class B Common Stock"), each share of which is
convertible into one share of Class A Common Stock and entitles him to ten votes
in accordance with the Fourth Amended and Restated Certificate of Incorporation
of AccessIT (i. e., voting power equal to 9,058,110), for which he paid $200,000
to AccessIT on April 12, 2000. Mr. Mayo also owns directly 29,602 shares of the
Class A Common Stock of AccessIT, each share of which entitles him to one vote,
with such purchases described below.
On December 19, 2001 in exchange for gross proceeds of $222,223 AccessIT
issued to Mr. Mayo a one-year promissory note bearing interest at the rate of 8%
per annum (the "December Note"). In connection with the December Note, AccessIT
granted to Mr. Mayo a ten-year warrant with an exercise price of $0.05 per share
to purchase 4,602 shares of the Class A Common Stock of AccessIT. On September
11, 2003 Mr. Mayo exercised the warrant attached to the December Note and
purchased 4,602 shares of Class A Common Stock for an aggregate purchase price
of approximately $230.
On February 28, 2002, in exchange for gross proceeds of $250,000 AccessIT
issued to Mr. Mayo a five-year promissory note bearing interest at the rate of
8% per annum (the "February Note"). In connection with the February Note,
AccessIT granted to Mr. Mayo a ten-year warrant with an exercise price of $0.05
per share to purchase 25,000 shares of the Class A Common Stock of AccessIT. On
September 11, 2003 Mr. Mayo exercised the warrant attached to the February Note
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and purchased 25,000 shares of Class A Common Stock for an aggregate purchase
price of approximately $1,250.
All of the above purchases were financed from funds out of Mr. Mayo's cash
on hand.
Item 4. Purpose of Transaction.
The purpose of the transactions noted in Item 3 was to provide AccessIT
with funds for working capital purposes.
Mr. Mayo does not have any plans or proposals that relate to or would
result in any of the following:
(a) The acquisition by any person of additional securities of AccessIT, or
the disposition of securities of AccessIT;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving AccessIT or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of AccessIT or any
of its subsidiaries;
(d) Any change in the present Board of Directors or management of
AccessIT;
(e) Any material change in the present capitalization or dividend policy
of AccessIT;
(f) Any other material change in the AccessIT's business or corporate
structure;
(g) Changes in the AccessIT's charter, By-laws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of AccessIT by any person;
(h) A class of securities of AccessIT being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of AccessIT becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of shares of Class A Common Stock reported
beneficially owned by Mr. Mayo is based upon 7,479,065 shares deemed
outstanding, which is the total number of shares of Class A and Class B Common
Stock outstanding as of November 17, 2003, as represented by AccessIT.
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Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, based on voting and investment power with
respect to shares. Shares of common stock subject to options, notes or warrants
currently exercisable, or exercisable within 60 days after November 17, 2003,
are deemed outstanding for computing the percentage ownership of Mr. Mayo, but
are not deemed outstanding for computing the percentage ownership of any other
person.
As of the date of this statement, Mr. Mayo is the beneficial owner of
905,811* shares of Class B Common Stock and 29,602 shares of Class A Common
Stock, which together represented approximately 12.5% of the issued and
outstanding number of shares of AccessIT common stock as of November 17, 2003.
(b) Mr. Mayo has the sole power to vote and dispose of all shares of
AccessIT common stock beneficially owned by him.
(c) Except as described herein, Mr. Mayo has not effected any transactions
in the AccessIT common stock during the past 60 days.
(d) No person other than each respective owner of shares of AccessIT
common stock referred to herein is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds from the sale of
such shares of AccessIT common stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
Other than as disclosed in this Statement, there exist no contracts,
arrangements, understandings or relationships (legal or otherwise) among Mr.
Mayo or any other person with respect to any securities of AccessIT, including
but not limited to transfer or voting of any such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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* Excludes 100,000 shares of Class B Common Stock held by Mr. Mayo's spouse, as
to all of which shares he disclaims beneficial ownership.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: November 20, 2003
/s/ A. Dale Mayo
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A. Dale Mayo
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