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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.: *
Name of Issuer: CellularVision USA, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 151176104
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
James D. Bennett, Bennett Management Corporation, 2 Stamford
Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901;
(203) 353-3101
(Date of Event which Requires Filing of this Statement)
July 1, 1998
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 [ ].
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 the disclosures provided
in a prior cover page.
The information required in 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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CUSIP No. 151176104
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James D. Bennett
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
5,420,662 Shares (including a Convertible Secured
Promissory Note convertible into 4,579,941 Shares and
Warrants convertible into 125,000 Shares).
9. Sole Dispositive Power:
10. Shared Dispositive Power:
5,420,662 Shares (including a Convertible Secured
Promissory Note convertible into 4,579,941 Shares and
Warrants convertible into 125,000 Shares)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,420,662 Shares (including a Convertible Secured
Promissory Note convertible into 4,579,941 Shares and
Warrants convertible into 125,000 Shares)
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
26.0%
14. Type of Reporting Person
IN
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CUSIP No. 151176104
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Newstart Factors, Inc.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
5,420,662 Shares (including a Convertible Secured
Promissory Note convertible into 4,579,941 Shares and
Warrants convertible into 125,000 Shares)
9. Sole Dispositive Power:
10. Shared Dispositive Power:
5,420,662 Shares (including a Convertible Secured
Promissory Note convertible into 4,579,941 Shares and
Warrants convertible into 125,000 Shares)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,420,662 Shares (including a Convertible Secured
Promissory Note convertible into 4,579,941 Shares and
Warrants convertible into 125,000 Shares)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
26.0%
14. Type of Reporting Person
CO
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Item 1. Security and Issuer
This statement relates to the common stock (the
"Shares") of CellularVision USA, Inc. (the "Company"). The
Company's principal executive office is located at 140 58th St.,
Suite 7E, Brooklyn, New York 11220.
Item 2. Identity and Background
This statement is being filed on behalf of James D.
Bennett and Newstart Factors, Inc. ("Newstart"), a Delaware
corporation. Their address is 2 Stamford Plaza, Suite 1501, 281
Tresser Boulevard, Stamford, Connecticut 06901.
Mr. Bennett is the sole shareholder and President of
Newstart. The principal business of Mr. Bennett is to act as an
investment manager.
Neither Mr. Bennett nor Newstart has, during the last
five years, been convicted in any criminal proceeding.
Neither Mr. Bennett nor Newstart has, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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.
Mr. Bennett is a citizen of the United States of
America.
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Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Bennett and Newstart are
deemed to beneficially own 5,420,662 Shares (including a
Convertible Secured Promissory Note convertible into 4,579,941
Shares and Warrants convertible into 125,000 Shares). Shares
were acquired on April 1, 1998 in connection with the
restructuring of the Company's Secured Promissory Note, which
Newstart owns, into a Convertible Secured Promissory Note and the
issuance by the Company to Newstart of Warrants to purchase
125,000 Shares. Since April 1, 1998, Newstart has converted
portions of the Convertible Secured Promissory Note into Shares.
The terms of the Convertible Secured Promissory Note and the
Warrants are described in the Company's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on May
22, 1998, Commission File Number 333-53517. The aggregate
purchase price of the Shares owned by Mr. Bennett and Newstart is
$879,134. No leverage was used to purchase any of the Shares.
Item 4. Purpose of Transaction
The Shares beneficially owned by Mr. Bennett and
Newstart were acquired are being held solely for investment
purposes.
Neither Mr. Bennett nor Newstart has any plan or
proposal which relates to, or would result in, any of the
actions enumerated in Item 4 of the instructions to Schedule
13D.
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Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Bennett and Newstart are
the beneficial owners of 5,420,662 Shares of the Company
(including a Convertible Secured Promissory Note convertible
into 4,579,941 Shares and Warrants convertible into 125,000
Shares). Based on the Company's latest 10-Q, there were a
total of 16,110,000 Shares outstanding Shares as of June 30,
1998. Assuming conversion of the entire Convertible Secured
Promissory Note, Mr. Bennett and Newstart beneficially own
26.0% of the outstanding Shares. Mr. Bennett and Newstart
have the power to vote, direct the vote, dispose of or
direct the disposition of all the Shares that they currently
beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
Neither Mr. Bennett nor Newstart has any contract,
arrangement, understanding or relationship with any person
with respect to the Shares.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under the Securities
Exchange Act of 1934 is filed herewith as Exhibit A.
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2. A description of the transactions in the Shares
that were effected by Mr. Bennett and Newstart since May 1,
1998 is filed herewith as Exhibit B.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
/s/ James D. Bennett
James D. Bennett
NEWSTART FACTORS, INC.
/s/ James D. Bennett
By:
James D. Bennett, President
Date: October 16, 1998
75252000.BC7
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
October 16, 1998 relating to the Common Stock of
CellularVision USA, Inc. shall be filed on behalf of the
undersigned.
/s/ James D. Bennett
James D. Bennett
NEWSTART FACTORS, INC.
/s/ James D. Bennett
By:
James D. Bennett, President
Date: October 16, 1998
75252000.BC7
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Exhibit B
Daily Transactions
Purchase (Sale) Price
Date Number of Shares Per Share
7/1/98 123,385* *
7/9/98 (25,000) .4913
7/10/98 (35,000) .4554
7/13/98 (28,385) 1.1481
7/14/98 (4,000) 1.25
7/15/98 (13,000) 0.96875
7/15/98 760,321* *
7/20/98 (5,000) .84375
7/22/98 (12,500) .7937
7/23/98 (5,000) .8438
_________
* Represents a conversion of principal amount of the Convertible
Secured Promissory Note into the amount of Shares shown in
the table.
75252000.BC7
