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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
INCOME OPPORTUNITY REALTY INVESTORS, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
Steven C. Metzger
Metzger & McDonald PLLC
3626 N. Hall Street, Suite 800
Dallas, Texas 75219
(214) 740-5030
(214) 528-3838 (Facsimile)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 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).
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Syntek West, Inc., 75-1836450 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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CITIZENSHIP OR PLACE OF ORGANIZATION: Nevada |
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SOLE VOTING POWER: 73,637 |
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| NUMBER OF |
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| SHARES |
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SHARED VOTING POWER: -0- |
| BENEFICIALLY |
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| OWNED BY |
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| EACH |
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SOLE DISPOSITIVE POWER: 73,637 |
| REPORTING |
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| WITH |
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SHARED DISPOSITIVE POWER: -0- |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,456,306 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 59.09% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Syntek Acquisition Corp., FEI No. 42-1590653 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): AF/00 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: Nevada |
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SOLE VOTING POWER: 2,382,669 |
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| NUMBER OF |
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| SHARES |
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SHARED VOTING POWER: -0- |
| BENEFICIALLY |
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| OWNED BY |
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| EACH |
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SOLE DISPOSITIVE POWER: 2,382,669 |
| REPORTING |
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| WITH |
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SHARED DISPOSITIVE POWER: -0- |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,382,669 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 57.32% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
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Item 1. Security and Issuer
This Amendment No. 2 to Statement on Schedule 13D relates to shares of Common Stock, par value
$0.01 per share (the “Shares”) of Income Opportunity Realty Investors, Inc., a Nevada corporation
(the “Issuer” or “IOT”)and amends the Original Statement on Schedule 13D as amended by Amendment
No. 1 (the “Amended Statement”) filed on behalf of the “Reporting Persons” described below. The
principal executive offices of IOT are located at 1755 Wittington Place, Suite 340, Dallas, Texas
75234. The CUSIP No. of the Shares is 452926-10-8.
This Amendment No. 2 to Schedule 13D is being filed to reflect the acquisition by one of the
Reporting Persons of 28,572 Shares from one entity and 45,065 Shares from one individual. See
Items 5 and 6 below.
Item 2. Identity and Background
This Amendment is filed on behalf of Syntek West, Inc., a Nevada corporation (“SWI”) and
Syntek Acquisition Corp., a Nevada corporation (“SAC”), which is a wholly-owned subsidiary of SWI.
All of the issued and outstanding Common Stock of SWI is owned by Gene E. Phillips. Each of SWI
and SAC has its principal executive offices located at 1800 Valley View Lane, Suite 100, Dallas,
Texas 75234. SWI and SAC are collectively referred to as the “Reporting Persons.” Mr. Gene E.
Phillips’ business address is 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. Mr. Gene E.
Phillips’ present principal occupation is Chief Executive Officer and President of SWI. Mr. Gene
E. Phillips is a citizen of the United States of America. The name, business address and capacity
with SWI of each of the current executive officers or directors of SWI are set forth on Schedule 1
attached hereto. Each of the individuals listed on Schedule 1 is a citizen of the United States of
America. The name, business address and capacity with SAC of each of the current executive
officers or directors of SAC are set forth on Schedule 2 attached hereto. Each of the individuals
listed on Schedule 2 is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The
fund utilized by SWI to acquire the 73,637 Shares described in Items 5(c) and 6 below, including interest on deferred payments came from the working capital funds
of SWI.
Item 5. Interest in Securities of the Issuer
(a) According to the latest information available from the Issuer, as of May 15, 2008, the
total number of issued and outstanding Shares of IOT was 4,157,113 Shares. As of May 29, 2008, the
Reporting Persons own and hold directly the following Shares:
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No. of Shares Owned |
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Approximate Percent |
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Directly |
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of Class |
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SWI |
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73,637 |
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1.77 |
% |
SAC |
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2,382,669 |
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57.32 |
% |
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2,456,306 |
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59.09 |
% |
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SWI may, in the future, contribute part or all of the 73,637 Shares it directly owns to SAC.
Pursuant to Rule 13d-3 under the Exchange Act, each of the directors of SWI and SAC may be
deemed to beneficially own the number of Shares directly owned by SWI and SAC described above.
Those individuals and the number of Shares deemed beneficially owned pursuant to Rule 13d-3 and the
approximate percent of class, as well as the relationship, are set forth in the following table:
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No. of |
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Shares |
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Beneficially |
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Percent of |
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| Name of Director |
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Entity |
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Owned |
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Class |
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Gene E. Phillips |
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SAC and SWI |
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2,456,306 |
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59.09 |
% |
R. Neil Crouch II |
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SAC and SWI |
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2,456,306 |
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59.09 |
% |
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Total Shares
beneficially owned by
Reporting Persons and
individuals listed
above |
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2,456,306 |
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59.09 |
% |
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(b) Each of the directors of SAC share voting and dispositive power over the 2,382,669 Shares
held by SAC. Each of the directors of SWI shares voting and dispositive power over the 73,637
Shares held by SWI.
(c) During the sixty calendar days ended May 29, 2008, the Reporting Persons and their
respective executive officers and directors did not engage in any transactions in the Shares or any
other equity interest derivative thereof, except for SWI’s acquisition of 28,572 Shares at a price
of $7 per Share (a total of $200,000 from Loeb Partners Corporation and except for SWI’s
acquisition of 45,065 Shares from Don Carter at an aggregate purchase price of $383,052.50 ($8.50
per Share). See Item 6 below.
(d) No person other than the Reporting Persons or the members of their respective Boards of
Directors is known to the have the right to receive or the power to direct receipt of dividends
from, or proceeds of sale of, the Shares of IOT held by SAC or SWI.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On December 30,2006, SWI executed a written Stock Purchase Agreement (the “Purchase
Agreement”) dated December 30, 2006 with Loeb Partners Corporation (“Loeb”) which was joined by
George D’Angelo, GJD Partners LP and Value Equity Advisors, Inc. (all collectively the “D’Angelo
entities”). Pursuant to the Purchase Agreement, which was amended several times, SWI purchased
from Loeb an aggregate of 14,286 Shares on May 21, 2008 and 14,286 Shares on May 28, 2008 for cash
at a price of $7 per Share through two separate payments of $100,000 each.
Except as set forth in the preceding paragraph, the Reporting Persons do not have any
contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to
any securities of the
Issuer including finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guaranties of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
None.
-2-
SIGNATURES
After reasonable inquiry and to the best of their respective knowledge and belief, the
undersigned certify that the information set forth in this initial Statement on Schedule 13D is
true, complete and correct.
Dated: June 2, 2008.
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SYNTEK WEST, INC.
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By: |
/s/ R. Neil Crouch II
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R. Neil Crouch II, Vice President, |
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Treasurer and Secretary |
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SYNTEK ACQUISITION CORP.
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By: |
/s/ R. Neil Crouch II
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R. Neil Crouch II, Vice President, |
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Treasurer and Secretary |
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-3-
SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS OF
SYNTEK WEST, INC.
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Present Business in |
| Name and Capacity with |
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which Employment is |
| Syntek West, Inc. |
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Business Address |
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Conducted |
Gene E. Phillips,
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1800 Valley View Lane
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Chief Executive |
Director, Chief
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Suite 300
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Officer and President, |
Executive Officer and
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Dallas, TX 75234
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Syntek West, Inc. |
President |
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R. Neil Crouch II,
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1800 Valley View Lane
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Vice President, |
Director, Vice
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Suite 100
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Treasurer and |
President, Treasurer
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Dallas, Texas 75234
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Secretary, Syntek |
and Secretary
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West, Inc. |
-4-
SCHEDULE 2
EXECUTIVE OFFICERS AND DIRECTORS OF
SYNTEK ACQUISITION CORP.
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Present Business in |
| Name and Capacity with |
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which Employment is |
| Syntek Acquisition Corp. |
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Business Address |
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Conducted |
Gene E. Phillips,
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1800 Valley View Lane
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Chief Executive |
Director, Chief
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Suite 300
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Officer and President, |
Executive Officer and
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Dallas, TX 75234
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Syntek West, Inc. |
President |
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R. Neil Crouch II,
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1800 Valley View Lane
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Vice President, |
Director, Vice
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Suite 100
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Treasurer and |
President, Treasurer
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Dallas, Texas 75234
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Secretary, Syntek |
and Secretary
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West, Inc. |
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