-----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, PY35x6DBuHw9R2nWIYIV+AcPAhh+jtelI2GrC4GLvozKKbcSgIcUddILUXpp/6kq LrTG4VdOkHSk9aDqSxQkUw== 0001047469-98-001050.txt : 19980115 0001047469-98-001050.hdr.sgml : 19980115 ACCESSION NUMBER: 0001047469-98-001050 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980114 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AFP IMAGING CORP CENTRAL INDEX KEY: 0000319126 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 132956272 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35032 FILM NUMBER: 98506458 BUSINESS ADDRESS: STREET 1: 250 CLEARBROOK RD CITY: ELMSFORD STATE: NY ZIP: 10523 BUSINESS PHONE: 9145926100 MAIL ADDRESS: STREET 1: 250 CLEARBROOK RD CITY: ELMSFORD STATE: NY ZIP: 10523 FORMER COMPANY: FORMER CONFORMED NAME: AUTOMATIC FILM PROCESSOR CORP DATE OF NAME CHANGE: 19821122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COHEN JOSEPH A CENTRAL INDEX KEY: 0001050353 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O THE GARNET GROUP STREET 2: 825 THIRD AVE 40TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127557577 MAIL ADDRESS: STREET 1: C/O THE GARNET GROUP STREET 2: 825 THIRD AVE 40TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __)* AFP IMAGING CORPORATION - --------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE - --------------------------------------------------------------------------- (Title of Class of Securities) 001058106 - --------------------------------------------------------------------------- (CUSIP Number) Herschel S. Weinstein, Esq. Dornbush Mensch Mandelstam & Schaeffer, LLP 747 Third Avenue New York, NY 10017 (212) 759-3300 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 8, 1997 - --------------------------------------------------------------------------- (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 . Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such shares). (See Rule 13d-7.) 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. *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 on 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). SCHEDULE 13D CUSIP NO. 001058106 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph A. Cohen ###-##-#### 2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, PF, 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OR ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 400,193 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 328,242 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 400,193 10 SHARED DISPOSITIVE POWER 328,242 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 728,435 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, par value $.01 per share (the "Common Stock") of AFP Imaging Corporation, a New York corporation (the "Company"). The principal executive offices of the Company are located at 250 Clearbrook Road, Elmsford, New York 10523. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) The person filing this report is Mr. Joseph A. Cohen (the "Filing Person"). The Filing Person's principal occupation is as a private investor. The Filing Person's business address is c/o The Garnet Group, Inc., 825 Third Avenue, 40th Floor, New York, New York 10022. (d) - (f) The Filing Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such individual 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 violations with respect to such laws, in each case during the last five years. The Filing Person is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The securities which are the subject of this statement were acquired for an aggregate purchase price of $1,099,446.20. The funds used to acquire such securities represented personal funds or working capital of persons or entities whose beneficial ownership of Common Stock may be attributed to the Filing Person as described more fully in Item 5. ITEM 4. PURPOSE OF THE TRANSACTION The Filing Person has acquired the Common Stock for investment purposes. Subject to availability at prices deemed favorable, the Filing Person, for investment purposes, may purchase additional shares of Common Stock from time to time in the open market, in privately negotiated transactions or otherwise. The Filing Person may dispose of the shares of Common Stock held by him, directly or indirectly, in the open market, in privately negotiated transactions or otherwise. Page 3 of 6 Except as set forth above, the Filing Person has no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (b) Items 7-11 and 13 of the cover page of this Schedule which relate to the beneficial ownership of shares of Common Stock by the Filing Person are incorporated by reference in response to this item. As of January 13, 1998, the Filing Person beneficially owned, within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, 728,435 shares of Common Stock of the Company, representing 9.5% of the Company's Common Stock. Such percentage was determined based upon the number of shares of Common Stock outstanding as reported on the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997. The Filing Person has sole power to vote (or to direct the vote of) and sole power to dispose of (or to direct the disposition of) 400,193 shares of Common Stock of the Company, comprised of 400,193 shares owned by the Filing Person and various entities of which the Filing Person is the sole trustee, sole general partner an executive officer or other such person. In accordance with Rule 13d-3, the Filing Person may be deemed to be the beneficial owner of the shares of Common Stock owned by such entities. Pursuant to Rule 13d-4, the Filing Person expressly disclaims that he is the beneficial owner of certain of such shares. The Filing Person has shared power to vote (or to direct the vote of) and to dispose of (or direct the disposition of) an aggregate of 328,242 shares of Common Stock of the Company, comprised of 328,242 shares owned by various individuals and entities through which the Filing Person indirectly possesses the power to vote or dispose of such shares of Common Stock. In accordance with Rule 13d-3, the Filing Person may be deemed to be the beneficial owner of the 328,242 shares of Common Stock owned by such persons. Pursuant to Rule 13d-4, the Filing Person expressly disclaims that he is the beneficial owner of certain of such shares. (c) The following sets forth certain information concerning transactions in the Common Stock by the Filing Person (either directly or indirectly through individuals, corporations and other entities through which the Filing Person possesses the power to vote or dispose of shares of Common Stock) during the 60 days prior to the date of this statement. Each transaction is a purchase in the open market: Page 4 of 6 DATE OF NO. OF PRICE PER NAME OF PERSON EFFECTING TRANSACTION TRANSACTION SHARES SHARE Abie D. Cohen 12/08/97 9,736 1.200 Abraham Cohen 12/08/97 21,120 1.200 Annette J. Cohen 12/08/97 9,713 1.200 David A. Cohen 12/08/97 18,781 1.200 Jack J. Cohen 12/08/97 21,120 1.200 Joseph A. Cohen 12/08/97 6,776 1.200 Robert J. Cohen 12/08/97 21,120 1.200 DJ Freres Corp 12/08/97 239,544 1.200 Joseph & Joyce Shalom 12/08/97 22,814 1.200 Nathan Shalom 12/08/97 17,111 1.200 (d) - (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Filing Person is not a party to any contract, arrangement, understanding or relationship with respect to securities of the Company. Item 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. Page 5 of 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 13, 1998 /s/ Joseph A. Cohen -------------------------------- Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----