-----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, Gah1Bc9+75h1Q9IUfck5iyMujZpAMusJyAC/PKnWRnmfAGhzAW9jbG+fa6VATDEb ABxpCdesyBH/sQwiDsl9hQ== 0000938492-96-000214.txt : 19961030 0000938492-96-000214.hdr.sgml : 19961030 ACCESSION NUMBER: 0000938492-96-000214 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961029 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMGE INC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06963 FILM NUMBER: 96649187 BUSINESS ADDRESS: STREET 1: 19146 LYONS ROAD STREET 2: 19146 LYONS ROAD CITY: BOCA RATON STATE: FL ZIP: 33434 BUSINESS PHONE: (561)487-1059 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: NAGELBERG DAVID S CENTRAL INDEX KEY: 0000909440 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O M H MEYERSON & CO STREET 2: 30 MONTGOMERY ST CITY: JERSEY CILTY STATE: NJ ZIP: 07302 BUSINESS PHONE: 2014346199 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/A 1 AMEND. #1 TO SCHED. 13-D FOR DAVID S. NAGELBERG ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per form .......14.90 ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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 21, 1996 (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 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 7 pages SCHEDULE 13D - ---------------------- ----------------- CUSIP No. 449 684 10 9 Page 2 of 7 Pages - ---------------------- ----------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David S. Nagelberg ###-##-#### - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| - ------------------------------------------------------------------------------- 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) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 166,830 NUMBER OF -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 551,875 EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 166,830 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 551,875 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,355 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) 4.18% - ------------------------------------------------------------------------------- 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 17,600,477 shares of Common Stock outstanding on September 10, 1996, which number has been obtained from the Issuer's Quarterly Report on Form 10-Q for the fiscal period ended July 31, 1996. Item 2. Identity and Background. (a) Name: This statement is filed on behalf of David S. Nagelberg ("Nagelberg"). (b) Business Address: Nagelberg has a business address of c/o M.H. Meyerson & Co., Inc., 525 Washington Boulevard, 34th Floor, Jersey City, New Jersey 07310. (c) Principal Business: Nagelberg is principally engaged in the investment banking business for M.H. Meyerson & Co., Inc. ("Meyerson"), an investment banking firm with its offices at 525 Washington Boulevard, 34th Floor, Jersey City, New Jersey 07310. (d) During the last five years, Nagelberg has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Nagelberg 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. (f) Nagelberg is a citizen of the United States. Item 3. Source and Amount of Funds or other Consideration. Nagelberg used personal funds to purchase the securities, as are described below in Item 5(c). 3 of 7 Item 4. Purpose of Transactions. Nagelberg 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. Nagelberg may acquire or dispose of additional shares of the Issuer depending upon market conditions. Nagelberg 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 Exchange Act of 1934; or any action similar to the above. Item 5. Interest in Securities of the Issuer. (a) The David S. Nagelberg Individual Retirement Account ("IRA") owns 166,830 shares of Common Stock. In July 1996, The David S. Nagelberg Profit Sharing Plan and The David S. Nagelberg Pension Plan, each of which were previously reported as owning shares of Common Stock, were consolidated into the IRA. Additionally, Nagelberg and his wife jointly own 551,875 shares of Common Stock and Nagelberg's wife owns 17,650 shares of Common Stock individually. Although Nagelberg disclaims any voting or dispositive power over the shares held by his wife individually, Nagelberg may be deemed to beneficially own such shares pursuant to interpretations of the Securities and Exchange Commission. Accordingly, Nagelberg may be deemed to beneficially own 736,355 shares of the Issuer's Common Stock, or approximately 4.18% of the outstanding shares of Common Stock. (b) Nagelberg has sole voting and dispositive powers over the 166,830 shares of Common Stock owned by the IRA. Nagelberg and his wife share voting and dispositive powers over the 551,875 shares of Common Stock held by them jointly. Nagelberg's wife has sole voting and dispositive power over the 17,650 shares held by her individually. (c) The following transactions were effected since Nagelberg's prior filing on Schedule 13D: 4 of 7 (i) Transactions by IRA: NUMBER OF PRICE PER DATE TRANSACTION SHARES SHARE ($) - ---- ----------- --------- --------- 07/26/96 Open Market Sale 6,645 1.235 08/08/96 Open Market Purchase 18,250 1.03125 08/08/96 Open Market Purchase 53,500 1.034 09/12/96 Open Market Sale 62,000 1.875 09/27/96 Open Market Sale 37,500 1.902 09/30/96 Open Market Sale 17,500 2.03125 10/09/96 Open Market Sale 17,500 2.0625 10/18/96 Open Market Sale 20,000 2.075 10/21/96 Open Market Sale 25,000 2.09 10/21/96 Open Market Sale 30,000 2.21375 10/22/96 Open Market Sale 25,900 2.646 (ii) Transactions by Profit Sharing Plan: NUMBER OF PRICE PER DATE TRANSACTION SHARES SHARE ($) - ---- ----------- -------- --------- 03/29/96 Open Market Purchase 53,000 0.502 06/03/96 Open Market Sale 15,500 0.99 06/18/96 Open Market Sale 10,000 1.42 (iii) Transactions by Pension Plan: NUMBER OF PRICE PER DATE TRANSACTION SHARES SHARE ($) - ---- ----------- --------- --------- 05/21/96 Open Market Sale 5,000 0.9375 06/21/96 Open Market Sale 15,000 1.805 06/27/96 Open Market Sale 18,000 1.74 06/28/96 Open Market Sale 16,000 1.755 07/03/96 Open Market Sale 12,500 1.80 07/09/96 Open Market Sale 11,000 1.82 5 of 7 (d) Nagelberg's wife has the sole right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 17,650 shares of Common Stock that she owns individually, and Nagelberg and his wife share the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 551,875 shares of Common Stock that they own jointly. (e) Nagelberg ceased to be the beneficial owner of more than five percent of the Issuer's Common Stock on September 30, 1996. 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. 6 of 7 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: October 29, 1996 /s/David S. Nagelberg -------------------------- David S. Nagelberg 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----