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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13d
Under the Securities Exchange Act of 1934*
IMATEC, LTD
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45246D 10 0
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(CUSIP Number)
IMATEC LTD.
c/o Robert S. Brown, Brock Silverstein McAuliffe LLC
One Citicorp Center, 153 East 53rd Street, 56th Floor, New York, N.Y. 10022
(212)371-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 17, 1988
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(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. / /
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).
(Continued on the following pages)
Page 1 of 5 pages
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SCHEDULE 13D
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CUSIP No. 45246D 10 0 Page 2 of 5 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hanoch Shalit
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
(See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
835,117 shares of common stock, par value $.0001 per
NUMBER OF share, of the Issuer.
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 835,117 shares (see Item 7 above).
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
835,117 shares of Common Stock (see Item 7 above).
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDED
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%, based upon 3,735,201 shares of the Issuer
outstanding as of August 14, 1998, as reported in
the Issuer's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1998.
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14 TYPE OF REPORTING PERSON*
INDIVIDUAL
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*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.
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Item 1. Security and Issuers.
Common Stock, par value $.0001 per share
Imatec Ltd.
150 E. 58th Street
New York, NY 10155
Item 2. Identity and Background.
This Form 13-D is filed by Hanoch Shalit, Chairman, President and Chief
Executive Officer of Imatec, Ltd., c/o Robert S. Brown, Brock Silverstein
McAuliffe LLC, ONe Citicorp Center, 153 East 53rd Street, 56th Floor, New
York, N.Y. 10022. During the last five years, none of the persons named above
in this Item 2: (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, as
a result of which proceeding he or she was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, United States federal or state securities
laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Hanoch Shalit acquired all of his shares of the Company's Common
Stock in consideration of funds he lent the Company and services performed on
its behalf.
Item 4. Purpose of Transaction.
Mr. Hanoch Shalit acquired the Securities for investment purposes.
Except as set forth above, Mr. Shalit does not have a plan or proposal
which relates to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number of or term of
Directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) 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;
(h) Causing the Common Stock to cease to be authorized to be traded on
the NASDAQ Bulletin Board.
(i) To have the Common Stock terminated from registration under the
Securities Act of 1933; or
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(j) Any action similar to any of those enumerated above.
Item 5. Interest in the Securities of the Issuer.
(a) through (d): See Item 3 above. Mr. Shalit has sole power to vote
and sole authority to dispose or direct the dispositions of the entire amount
of Common Stock reported by this Schedule 13-D.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Date: October 23, 1998
By: /s/Hanoch Shalit
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Hanoch Shalit
