-----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, SQtIHElfr/kG2HJOhCRzNCQw/vc7IYnEefw/VnDbbmWZVYD9J/q3DKl5lINmYS16 75BN431WA6Toxc9qvPhdOA== 0000938492-95-000030.txt : 19951109 0000938492-95-000030.hdr.sgml : 19951109 ACCESSION NUMBER: 0000938492-95-000030 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951108 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMGE CENTRAL INDEX KEY: 0000075448 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 952094565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-06963 FILM NUMBER: 95587965 BUSINESS ADDRESS: STREET 1: 285 TANGLEWOOD CROSSING CITY: LAWRENCE STATE: NY ZIP: 11559 BUSINESS PHONE: 5162398067 FORMER COMPANY: FORMER CONFORMED NAME: IMNET INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNICATIONS & CABLE INC DATE OF NAME CHANGE: 19890413 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC COAST PROPERTIES INC DATE OF NAME CHANGE: 19820602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HELLER RONALD I CENTRAL INDEX KEY: 0000909443 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O M H MEYERSON & CO STREET 2: 30 MONTGOMERY ST CITY: JERSEY CITY STATE: NJ ZIP: 07302 MAIL ADDRESS: STREET 1: C/O M.H. MEYERSON & CO., INC. STREET 2: 30 MONTGOMERY STREET CITY: JERSEY CITY STATE: NJ ZIP: 07302 SC 13D 1 SCHEDULE 13D FOR RONALD I. HELLER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* IMGE, Inc. (Name of Issuer) Common Stock, $.05 par value (Title Class of Securities) 449 684 10 9 (CUSIP Number) David Alan Miller, Esq. Graubard Mollen & Miller 600 Third Avenue, New York, New York 10016-2097 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 23, 1995 (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 o. Check the following box if a fee is being paid with the statement |X|. (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 class.) (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 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). Page 1 of 6 pages SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. 449 684 10 9 Page 2 of 6 Pages - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald I. Heller ###-##-#### - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o (b)o - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 939,701 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------- 8 SHARED VOTING POWER 0 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 939,701 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 955,019 shares (See Item 5(a)) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.43% - ------------------------------------------------------------------------------- 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. The class of equity securities to which this statement relates is the common stock, $.05 par value (the "Common Stock"), of IMGE, Inc. (the "Issuer"), a Delaware corporation, whose principal executive offices are located at 285 Tanglewood Crossing, Lawrence, New York 11559. The percentage of beneficial ownership reflected in this Statement is based upon 17,600,452 shares of Common Stock outstanding on July 31, 1995, which number has been obtained from publicly filed documents of the Issuer. Item 2. Identity and Background. (a) Name: This statement is filed on behalf of Ronald I. Heller ("Heller"). (b) Business Address: Heller has a business address of c/o M.H. Meyerson & Co., Inc., 30 Montgomery Street, Jersey City, New Jersey 07302. (c) Principal Business: Heller is principally engaged in the investment banking business for M.H. Meyerson & Co., Inc. ("Meyerson"), an investment banking firm with its offices at 30 Montgomery Street, Jersey City, New Jersey 07302. (d) During the last five years, Heller has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Heller has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order against him enjoining him from engaging in future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, except that Heller consented to certain findings by the Market Surveillance Committee ("MSC") of the National Association of Securities Dealers ("NASD"). Specifically, effective January 17, 1994, Heller consented to findings that R.H. Damon & Co., Inc. ("RHD"), an investment banking firm of which Heller was a principal, distributed shares of Star Classic, Inc. in violation of certain NASD rules at a time when RHD acted as one of that public company's common stock's numerous market makers. While it was noted that such violations occurred without scienter on Heller's part and that the transactions in question were made in a negotiated, large block transaction accomplished through the over-the-counter market at prices believed by RHD to be the then current market prices, the MSC stated that RHD was negligent to make such transactions without first withdrawing from market making activities for the requisite period of time. It was also found that certain of RHD's compliance procedures were inadequate and, although Heller had passed the Series 24 principals' examination, for a period of time before passing such examination, he served as the principal supervising RHD's trading. Heller consented to receiving a $20,000 3 of 6 fine, a two-week suspension from being associated with an NASD member firm in any capacity and a two-month suspension from being associated with an NASD member firm in a principal capacity, which latter suspension ended on March 17, 1994. (f) Heller is a citizen of the United States. Item 3. Source and Amount of Funds or other Consideration. Heller used personal funds to purchase the securities, as are described below in Item 5(c). Item 4. Purpose of Transactions. Heller has acquired the securities specified in Item 5(c) of this Schedule 13D in order to obtain equity positions in the Issuer for investment purposes. Heller may acquire or dispose of additional shares of the Issuer, but does not presently intend to do so, although this intention may change depending upon market conditions. Heller has no present plans which relate to or would result in: an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; any material change in the present capitalization or dividend policy of the Issuer; any other material change in the Issuer's business or corporate structure; changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of 1934; or any action similar to the above. Item 5. Interest in Securities of the Issuer. (a) The Ronald I. Heller Individual Retirement Account ("IRA") owns 882,101 shares of Common Stock and the Ronald I. Heller M/P/P/P Account ("M/P/P/P Account") owns 57,600 shares of Common Stock. Additionally, a custodial account opened by Heller's wife for the benefit of Heller's son owns 15,318 shares of Common Stock ("Custodial Account"). Although Heller disclaims any voting or dispositive powers over the shares owned by the Custodial Account, Heller may be deemed to beneficially own such shares pursuant to interpretations of the Securities and Exchange Commission. Accordingly, Heller may be deemed to beneficially own 955,019 shares of the Issuer's Common Stock, or approximately 5.43% of the outstanding shares of Common Stock. 4 of 6 (b) Heller has sole voting and dispositive powers over 939,701 shares of Common Stock described in Item 5(a). Heller's wife has sole voting and dispositive powers over the 15,318 shares of Common Stock held in the Custodial Account. (c)The following transactions occurred during the past 60 days: i) Transactions by IRA: NUMBER OF PRICE PER DATE TRANSACTION SHARES SHARE ($) - ---- ----------- ------------ --------- 9/6/95 Open Market Purchase 71,000 .303 10/9/95 Open Market Purchase 90,000 .510 10/17/95 Open Market Purchase 93,625 .470 10/19/95 Open Market Purchase 37,500 .490 10/20/95 Open Market Purchase 38,100 .550 ii) Transactions by M/P/P/P Account: NUMBER OF PRICE PER DATE TRANSACTION SHARES SHARE ($) - ---- ----------- ------------ --------- 10/23/95 Open Market Purchase 15,000 .655 10/23/95 Open Market Purchase 23,750 .644 10/24/95 Open Market Purchase 18,850 .625 Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of Issuer. Not Applicable. Item 7. Materials to be Filed as Exhibits. Not Applicable. 5 of 6 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, it is certified that the information set forth in this statement is true, complete and correct. Dated: November 2, 1995 /s/Ronald I. Heller Ronald I. Heller 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----