- Statement of Changes in Beneficial Ownership (4)
November 12 2008 - 8:00AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MAYO A DALE
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2. Issuer Name
and
Ticker or Trading Symbol
ACCESS INTEGRATED TECHNOLOGIES INC
[
AIXD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President, CEO and Chairman
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(Last)
(First)
(Middle)
C/O ACCESS INTEGRATED TECHNOLOGIES, INC., 55 MADISON AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/10/2008
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(Street)
MORRISTOWN, NJ 07960
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common Stock
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733811
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D
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Class A Common Stock
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11/10/2008
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P
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100
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A
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$.86
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130988
(1)
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D
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Class A Common Stock
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11/10/2008
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P
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1100
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A
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$.91
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132088
(1)
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D
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Class A Common Stock
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11/10/2008
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P
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1000
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A
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$.90
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133088
(1)
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D
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Class A Common Stock
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11/10/2008
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P
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900
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A
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$.92
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133988
(1)
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D
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Class A Common Stock
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11/10/2008
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P
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100
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A
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$.95
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134088
(1)
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D
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Class A Common Stock
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11/10/2008
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P
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300
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A
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$.87
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134388
(1)
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D
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Class A Common Stock
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11/10/2008
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P
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400
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A
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$.89
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134788
(1)
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D
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Class A Common Stock
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11/10/2008
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P
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46100
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A
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$.88
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180888
(1)
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D
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Class A Common Stock
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99500
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I
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By spouse
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$7.04
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3/8/2006
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6/9/2010
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Class A Common Stock
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100000
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100000
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D
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Stock Option (Right to Buy)
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$10.89
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9/14/2006
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12/15/2010
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Class A Common Stock
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300000
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300000
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D
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Stock Option (Right to Buy)
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$3.25
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3/31/2011
(3)
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3/31/2013
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Class A Common Stock
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750000
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750000
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D
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Explanation of Responses:
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(
1)
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Includes 59,761 shares of Class A Common shares issued on January 24, 2008, pursuant to the Issuer's Second Amended and Restated 2000 Equity Incentive Plan, one-third of which shares vest on each anniversary of the date of grant.
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(
2)
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Includes 12,000 shares of Class A common stock held for the account of Reporting Person's grandchildren, the custodian of which accounts is Reporting Person's spouse. Reporting Person disclaims beneficial ownership of all the shares of Class A common stock held by the Reporting Person's spouse.
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(
3)
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Vesting may accelerate as follows: (a) on 3/31/09, 1/3 of the options will vest if the Class A Common Stock (the "Common Stock") has traded at $7.00 or more for at least 10 consecutive trading days (a "10-day period") during the year ending on such date; 2/3 of the options will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the year ending on such date; or all of the options will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date; and (b) on 3/31/10, 1/3 of the unvested options will vest if the Common Stock has traded at $7.00 or more for a 10-day period during the two years ending on such date; 2/3 of the unvested options will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the two years ending on such date; or all of the unvested options will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MAYO A DALE
C/O ACCESS INTEGRATED TECHNOLOGIES, INC.
55 MADISON AVENUE
MORRISTOWN, NJ 07960
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X
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X
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President, CEO and Chairman
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Signatures
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/s/ A. Dale Mayo
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11/10/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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