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)
ALL COMMUNICATIONS CORPORATION
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(Name of Issuer)
Common Stock, No Par Value Per Share
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(Title of Class of Securities)
016628109 (Common Stock)
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(CUSIP Number)
Michael J. Nita
Shanley & Fisher, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979
(973) 285-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 17, 1997
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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: 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.
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).
(Continued on following pages)
<PAGE>
CUSIP No. 016628109 SCHEDULE 13D 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
Joseph Scotti
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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 of America
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7 Sole Voting Power
Number of
Shares 283,000*
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
283,000*
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
283,000**
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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)
5.7%
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14 Type of Reporting Person
IN
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* Includes 83,000 shares of Common Stock acquirable by the reporting person
upon exercise of stock options presently exercisable or exercisable within
60 days of the date hereof. Excludes 32,000 shares of Common Stock subject
to options not exercisable within 60 days of the date hereof.
** Assumes the exercise of options to acquire 83,000 shares of Common Stock.
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The securities to which this statement relates are shares of the
common stock, no par value (the "Common Stock") of All Communications
Corporation, a New Jersey corporation.
The principal executive offices of the Issuer are located at 225
Long Avenue, Hillside, New Jersey 07206.
Item 2. Identity and Background
Joseph Scotti is currently employed as a Vice President of Sales and
Marketing of the Issuer. The business address of Mr. Scotti is 225 Long Avenue,
Hillside, New Jersey 07206.
During the last five years, Mr. Scotti has not 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 resulting 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 violation with respect to such laws.
Mr. Scotti is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
On March 12, 1997, the Issuer granted Mr. Scotti options to purchase
20,000 shares of Common Stock at an exercise price of $3.50 per share. Those
options vest in increments of 4,000 shares each successive March 12 beginning on
March 12, 1998. On December 17, 1997, the Issuer granted Mr. Scotti options to
purchase 75,000 shares of Common Stock at an exercise price of $.875 per share.
The options were immediately exercisable.
As of the date hereof, none of the foregoing options have been
exercised.
Item 4. Purpose of Transaction
The options granted on March 12, 1997 were granted under the
Issuer's Stock Option Plan which was established for the purpose of attracting,
retaining and motivating officers and employees through the opportunity of
equity participation. The options granted on December 17, 1997 were granted as
an incentive for performance.
The options were not acquired for the purpose of acquiring or
influencing control of the Issuer.
Item 5. Interest in Securities of the Issuer
(a) Mr. Scotti is the beneficial owner of 283,000 shares of Common
Stock, which represents approximately 5.7% of the outstanding Common Stock of
the Issuer, assuming exercise of all stock options held by Mr. Scotti which are
presently exercisable or exercisable within 60 days of the date hereof. The
shares of Common Stock held by Mr. Scotti include (i) 200,000 shares of Common
Stock owned by Mr. Scotti and (ii) 83,000 shares of Common Stock issuable upon
exercise of stock options held by Mr. Scotti. Beneficial ownership excludes
32,000 shares of Common Stock subject to options not exercisable within 60 days
of the date hereof.
Page 3 of 4 Pages
<PAGE>
(b) Number of shares of Common Stock as to which Joseph Scotti has:
(i) Sole power to vote or direct the vote: 283,000
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition:
283,000
(iv) Shared power to dispose or to direct the disposition: 0
(c) As of January 11, 1999, the Issuer and Mr. Scotti entered into an
agreement to extend the term of Mr. Scotti's employment agreement with the
Issuer. In connection therewith, the Board of Directors granted Mr. Scotti
options to acquire 300,000 shares of Common Stock at an exercise price of $.937
per share, 150,000 of which do not vest until December 31, 1999 and 150,000 of
which do not vest until December 1, 2000. Vesting of the options are subject to
Mr. Scotti's continued employment with the Issuer on the date of vesting.
(d) None
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of The Issuer
None, other than described herein.
Item 7. Material to be Filed as Exhibits
None
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: April 1, 1999
/s/ Joseph Scotti
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Joseph Scotti
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for his purpose which
is already on file with the Commission may be incorporated by reference. The
name of any title of each person who signed this statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
federal criminal violations. (see 18 U.S.C. 1001).
Page 4 of 4 Pages
