SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 6)(1)
UNITY FIRST ACQUISITION CORP.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
91208100
(CUSIP Number)
Stephen A. Cohen, Esq.
Morrison Cohen Singer & Weinstein, LLP
68 Wheatley Road 750 Lexington Avenue
Brookville, New York 11545 New York, New York 10022
Telephone (516) 626-3070 Telephone (212) 735-8600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 1999
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following page(s))
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(1) 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 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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<PAGE>
CUSIP No.
No. 912908100 13D
================================================================================
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
Barry Rubenstein
________________________________________________________________________________
2 Check the Appropriate Box If a Member of a Group*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 Source of Funds*
PF,OO
________________________________________________________________________________
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
Number of 83,000 shares 4.4%
Shares _________________________________________________________________
8 Shared Voting Power
Beneficially
0 shares 0%
Owned by
_________________________________________________________________
Each 9 Sole Dispositive Power
Reporting 83,000 shares 4.4%
Person _________________________________________________________________
10 Shared Dispositive Power
With
0 shares 0%
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
83,000 shares
________________________________________________________________________________
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
4.4%
________________________________________________________________________________
14 Type of Reporting Person*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP No.
No. 912908100 13D
================================================================================
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
Marilyn Rubenstein
________________________________________________________________________________
2 Check the Appropriate Box If a Member of a Group*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 Source of Funds*
OO
________________________________________________________________________________
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
Number of 0 shares 0%
Shares _________________________________________________________________
8 Shared Voting Power
Beneficially
83,000 shares 4.4%
Owned by
_________________________________________________________________
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person _________________________________________________________________
10 Shared Dispositive Power
With
83,000 shares 4.4%
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
83,000 shares
________________________________________________________________________________
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
4.4%
________________________________________________________________________________
14 Type of Reporting Person*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This statement, dated March 18, 1999, constitutes Amendment No. 6 to the
Schedule 13D, dated November 13, 1996, regarding persons' ownership of certain
securities of Unity First Acquisition Corp. (the "Issuer").
This Schedule 13D is hereinafter referred to as the "Schedule". All
capitalized terms used herein and otherwise undefined shall have the meanings
ascribed in the Schedule.
This Amendment No. 6 to the Schedule is filed in accordance with Rule 13d-2
of the Securities Exchange Act of 1934, as amended, by the reporting persons. It
shall refer only to information which has materially changed since the filing of
the Schedule.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and percentage
(based on 1,875,000 shares of Common Stock outstanding as of March 11, 1999 as
reported in the Issuer's Form 10-Q for the quarter ended January 31, 1999), of
outstanding shares of Common Stock owned beneficially by each reporting person
named in Item 2, as of March 18, 1999:
Percentage of Shares of
Shares of Common Stock Common Stock
Name Beneficially Owned(2) Beneficially Owned(2)
- ---- --------------------- ---------------------
Barry Rubenstein 83,000(3) 4.4%
Marilyn Rubenstein 83,000(3)(4) 4.4%
(b) Barry Rubenstein has sole power to vote and to dispose of 83,000 shares
of Common Stock, representing approximately 4.4% of the outstanding Common
Stock.
Marilyn Rubenstein, by virtue of being the wife of Barry Rubenstein, may be
deemed to have shared power to vote and to dispose of 83,000 shares of Common
Stock, representing approximately 4.4% of the outstanding Common Stock.
(c) The following is a description of all transactions in shares of Common
Stock of the Issuer by the persons identified in Item 2 of this Schedule 13D
effected from March 13, 1999 through March 18, 1999, inclusive:
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(2) Does not include shares of Common Stock issuable upon the exercise of the
Class A Warrants or the Class B Warrants.
(3) Includes 83,000 shares of Common Stock held in the Barry Rubenstein
Rollover IRA account.
(4) The reporting person disclaims beneficial ownership of the securities
except to the extent of her equity interest therein.
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<PAGE>
Purchase or Number of Shares Purchase or
Name of Shareholder Sale Date Purchased or (Sold) Sale Price
------------------- --------- ------------------- ----------
Barry Rubenstein Rollover, IRA 3/17/99 (11,000) $5.21875
3/18/99 (50,000) $5.21875
The reporting persons sold the shares of Common Stock in the
over-the-counter market.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of such securities.
(e) Effective March 18, 1999, the reporting persons ceased to be the
beneficial owners of more than five percent (5%) of the Common Stock.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned hereby certifies that the information set forth in this
schedule is true, complete and correct.
Date: March 26, 1999 Barry Rubenstein
----------------------------------------
Barry Rubenstein
Marilyn Rubenstein
----------------------------------------
Marilyn Rubenstein
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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