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June 14, 1996
United States Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ImageMatrix Corporation
File No. 0-20747
Ladies and Gentlemen:
Pursuant to Rule 13d-1 under the Securities Exchange Act of 1934 and Item
232.101 of Regulation S-T, we enclose for filing a Schedule 13D relating to the
Common Stock of ImageMatrix Corporation for the following person:
Gerald E. Henderson
The $100 filing fee for Schedule 13D has been paid by federal funds wire to
Mellon Bank.
Sincerely,
/s/ PETER J. JENSEN
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Peter J. Jensen
Enclosure
cc: The Nasdaq Stock Market, Inc. (3 sets of enclosures)
ImageMatrix Corporation
Christopher M. Hazlitt, Esq.
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OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
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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. ________)*
IMAGEMATRIX CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
451921-10
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(CUSIP Number)
GERALD E. HENDERSON, 400 S. COLORADO BLVD., SUITE 500, DENVER, CO 80222.
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303/399-3700
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JUNE 4, 1996
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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[_].
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 or 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 189 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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SCHEDULE 13D
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CUSIP No. 451921-10 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GERALD E. HENDERSON
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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*
PF
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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
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7 SOLE VOTING POWER
NUMBER OF 2,078,088
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,078,088
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,078,088
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.80
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14 TYPE OF REPORTING PERSON*
IN
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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 Issuer
This Schedule 13D relates to the no par value per share common stock
("Common Stock") of ImageMatrix Corporation, a Colorado corporation (the
"Company"), whose principal executive offices are located at 400 South Colorado
Boulevard, Suite 500, Denver, Colorado 80222.
Item 2. Identity and Background
The person filing this statement is Gerald E. Henderson, whose address is
400 South Colorado Boulevard, Suite 500, Denver, Colorado 80222. Mr.
Henderson's principal occupation is as President and Chief Executive Officer of
ImageMatrix Corporation, 400 South Colorado Boulevard, Suite 500, Denver,
Colorado 80222.
Mr. Henderson has not, during the last five years, 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 and as a result of such proceeding been 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
violation with respect to such laws. Mr. Henderson is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of consideration for 2,180,246 of the shares of
Common Stock beneficially owned by Mr. Henderson was 100 shares of common stock
of Documatrix Corporation ("Documatrix"), exchanged for such shares of the
Common Stock of the Company upon the founding of the Company on July 24, 1995.
Such shares of Documatrix stock represented all of the issued and outstanding
shares of capital stock of Documatrix. Mr. Henderson subsequently sold 155,000
of such shares of Common Stock to an officer of the Company. The source of
funds for the other 52,842 shares of Common Stock was personal funds, and the
amount of such funds was $75,000.
Item 4. Purpose of Transaction.
Mr. Henderson acquired the Common Stock as a result of a share exchange in
connection with the founding of the Company and as a part of a private
placement, and holds such Common Stock for long-term investment purposes.
Item 5. Interest and Securities of the Issuer.
Cross reference to Items 7-13 of cover page of this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits.
Not Applicable
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 14, 1996 /s/ Gerald E.Henderson
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Gerald E. Henderson
