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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ALL-COMM MEDIA CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
016627101
(CUSIP Number)
Goida Wilk
377 Lange Leemstraat
Antwerpen, Belgium
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 10, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-I(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 of 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.
(Continued on following pages)
*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).
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Schedule 13D
CUSIP No. 016627101 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Newark Sales Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,583,333
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,583,333
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.19%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Item 5. Interest in Securities of the Issuer.
(a) and (b) Newark Sales Corporation ("NSC") holds 1,000 shares of
Series C Convertible Preferred Stock (the "Preferred Stock") of All-Comm Media
Corporation (the "Company") convertible, at the option of the holder, into
83,333 shares of Common Stock at a price of $6.00 per share. In addition, NSC
holds warrants ("Warrants") to purchase an aggregate of 1,500,000 shares of
Common Stock at a price of $3.00 per share. Assuming that the Preferred Stock
and the Warrants were converted and exercised, as the case may be, and that the
total number of outstanding shares of the Company's Common Stock is 3,186,734
prior to such conversion and exercise, the number of shares owned by NSC would
represent approximately 33.19% of the total outstanding.
(c) Pursuant to a private placement ("Private Placement"), on June 13,
1996, NSC purchased from the Company a Convertible Note in the principal amount
of $500,000 (the "Note"). The Note is payable on June 1, 1998 and accrues
interest at the rate of 8% per annum. The interest rate will be raised to 24%
if by January 3, 1997, the Company will not have filed a registration statement
(the "Registration Statement") with respect to the Common Stock issuable upon
conversion and exercise of the Note and the Warrants, respectively. For each
$100,000 of principal amount NSC also received Warrants to purchase 300,000
shares at $3.00 per share for a period of three years. The expiration date of
the Warrants will be extended by one day for each day after February 1, 1997 on
which the Registration Statement is not in effect.
On September 10, 1996, NSC and the Company agreed to rescind the
purchase of securities under the Private Placement and enter into a new private
placement purchase agreement whereby NSC purchased securities having an
equivalent value except that, instead of the Note, NSC purchased the Preferred
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
Item 7. Material to be Filed as Exhibits
1. Letter of recission and purchase dated September 10, 1996.
2. Certificate of Designation of Series C Convertible
Preferred Stock.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: November 13, 1996
NEWARK SALES CORPORATION
By: /s/ Goida Wilk
______________________
Goida Wilk, President
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Exhibit 1
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September 10, 1996
NEWARK SALES CORPORATION
53 Elizabeth Avenue
Nassau
Bahamas
Dear Subscriber:
We refer to the Private Placement Agreement between you and the Company dated
June 7, 1996 (the "Prior Agreement"). The Prior Agreement is hereby rescinded,
as if it had never been signed. You will promptly deliver to the Company, for
cancellation, all instruments which were delivered to you under the Prior
Agreement.
Concurrently herewith, the Company and you are entering into a Private
Placement Purchase Agreement dated as of this date and effective as of June 7,
1996 (the "New Agreement"). Amounts paid by you to the Company under the Prior
Agreement are deemed to have been returned to you by the Company and to have
been immediately reinvested by you as the full purchase price for securities
purchased by you under the New Agreement.
Please confirm your agreement with the foregoing by signing and returning the
enclosed copy of this letter.
ALL-COMM MEDIA CORPORATION
By_____/s/__________________
E. William Savage
President
Agreed:
_____/s/_____________
By:
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Exhibit 2
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CERTIFICATE OF THE DESIGNATIONS, VOTING POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND
OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS
OR RESTRICTIONS OF SERIESC CONVERTIBLE PREFERRED
STOCK OF ALL-COMM MEDIA CORPORATION
("Certificate of Designation")
The undersigned hereby certifies that he is duly elected and acting
President and Secretary of ALL-COMM MEDIA CORPORATION, a Nevada corporation
(the "Company"), and pursuant to Nev. Rev.
Stat Section 78.1955, DOES HEREBY CERTIFY:
That, pursuant to the authority conferred upon the Board of Directors
of the Company by Article VI of the Amended and Restated Articles of
Incorporation (the "Articles"), the Board of Directors of the Company by
unanimous written consent, adopted the following resolution creating a series
of Preferred Stock designated as Series C Convertible Preferred Stock:
RESOLVED that the designation of the above referenced stock shall be:
SERIES C CONVERTIBLE PREFERRED STOCK
1. The shares of such series shall be designated as "Series C
Convertible Preferred Stock" (the "Preferred Stock") and the number of shares
constituting the preferred Stock shall be 2,000. The holders of the Preferred
Stock in preference to the holders of Junior Stock (as hereinafter defined)
shall be entitled to receive a dividend payable only upon redemption or
credited against conversion which shall accrue at the rate of $40.00 [8%] per
annum per share (pro rated for any portion thereof) from and after June 7,
1996. A separate agreement provides for the filing by the Company of a
registration statement for the sale of the shares issuable on conversion of the
Preferred Stock. Notwithstanding anything to the contrary set forth herein, if
the registration statement is not effective by October 7, 1996, then, in
addition to the holders' other remedies:
a) the dividend rate under the Preferred Stock shall be
increased to 24% per annum (or, if less, the highest rate
permitted by law) until the registration statement is
declared effective, and
b) at holders' option, the Preferred Stock shall not be
redeemed by the Company and shall remain convertible and
accrue dividends, until such date as is designated by
Subscriber but not later than 180 days after the
effectiveness of the registration statement.
2. The Preferred stock shall be preferred as to assets
over the Junior Stock so that, in the event of the voluntary or
involuntary liquidation, dissolution or winding-up of the
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Company, the holders of Preferred Stock shall be entitled to have set apart for
the holders of Junior stock, an amount in cash equal to, and in no event more
than, $500 per share of Preferred Stock, plus all accrued and unpaid dividends
thereon. If, upon such liquidation, dissolution or winding-up of the Company,
the assets of the Company available for distribution to the holders of its
stock be insufficient to permit the distribution in full of the amounts
receivable as aforesaid by the holders of Preferred Stock, then all such assets
of the Company shall be distributed ratably among the holders of Preferred
Stock in proportion to the amounts which each would have been entitled to
receive if such assets were sufficient to permit distribution in full as
aforesaid. Neither the consolidation nor merger of the Company nor the sale,
lease or transfer by the Company of all or any part of its assets shall be
deemed to be a liquidation, dissolution or winding-up of the Company for the
purposes of this paragraph.
3. The Company shall be obligated to redeem all of the Preferred Stock
on June 7, 1998 to the extent that the Preferred Stock has not theretofore been
converted under Section 4. The Preferred Stock shall automatically be deemed
converted under Section 4 on June 7, 1998 unless the registration statement
referred to below has not theretofore been declared effective, or unless the
Company's common stock is not then trading on NASDAQ. The redemption price
shall be payable in cash and shall be equal to $500 per share, plus al accrued
and unpaid dividends thereon. The registration statement means the registration
statement which the Company is required by separate agreement to file in
respect of the shares of common stock issuable on conversion of the Preferred
Stock.
4. The holder shall have the right at any time prior to maturity, in
its sole discretion, to convert first then outstanding accrued dividends and
then the Preferred Stock, in whole or in part, into a number of shares (the
"Conversion Shares") of the Company"s common stock (the "Common Stock") equal
to the amount of dividends and redemption value converted divided by the
Conversion Price. The Conversion Price means a price per share equal to $6.00
per share. In the event that the holder elects to exercise its conversion
rights hereunder, it shall give to the Company written notice of such election
and shall surrender his Preferred Stock to the Company for cancellation. The
Company shall at all times reserve and keep available out of its authorized and
unissued common stock, solely for issuance upon the conversion of the Preferred
Stock as herein provided, such number of shares of common stock as shall from
time to time be issuable upon the conversion of the Preferred Stock. The
Preferred Stock shall be convertible only to the extent that authorized but
unissued shares of Common Stock of the Company are available for such
conversion.
In case the Company shall issue common stock as a dividend upon common
stock or in payment of a dividend thereon, shall
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subdivide the number of outstanding shares of its common stock into greater
number of shares, the number of outstanding shares of its common stock into a
lesser number of shares, the number of Conversion Shares to which the holder is
entitled to receive shall be adjusted, effective at the close of business on
the date such shares of common stock are to be issued, so that the Conversion
Shares shall be equal to the product obtained by multiplying the Conversion
Shares in effect immediately prior to the close of business on such date by a
fraction, the denominator of which shall be the number of shares of common
stock outstanding immediately prior to such dividend, subdivision, or
contraction, and the numerator of which shall be the number of shares of common
stock outstanding immediately after such dividend, subdivision or contraction.
If any capital reorganization or reclassification of the common stock, or
consolidation, or merger of the Company with or into another corporation, or
the sale or conveyance of all substantially all of its assets to another
corporation shall be effected, then, as a condition precedent of such
reorganization or sale, the following provision shall be made: The holder of
the Preferred Stock shall form and after the date of such reorganization or
sale have the right to receive (in lieu of the shares of common stock of the
Company immediately theretofore receivable with respect to such Preferred
Stock, upon the exercise of conversion rights), such shares of stock,
securities or assets as would have been issued or payable with respect to or in
exchange for the number of outstanding shares of such common stock immediately
thertofore receivable with respect to such Preferred Stock. In any such case,
appropriate provision shall be made with respect to the rights and interests of
the holders to the end that such conversion rights (including, without
limitation, provisions for appropriate adjustments) shall thereafter be
applicable, as nearby as may be practicable in relation to any shares of stock,
securities or assets thereafter deliverable upon the exercise thereof.
5. The holders of the Preferred Stock shall have no voting
rights except as expressly provided by law.
6. The term "Junior Stock" shall mean the Common Stock and those
series of Preferred Stock which, by the terms of the Certificate of
Incorporation or of the Instrument by which the Board of Directors, acting
pursuant to authority granted in the Certificate of Incorporation, shall
designate the special rights and limitations of each such class and series of
stock and series of Preferred Stock, shall be subordinate to the Preferred
Stock in respect of the right of the holders thereof to receive dividends or to
participate in the assets of the Company distribute to stockholders upon any
liquidation, dissolution or winding-up of the Company.
7. Subject to the immediately proceeding provisions of
this Certificate of Designation, the Board of Directors of the
Company may amend the powers preferences and relative,
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participating, optional and other special rights of the Preferred Stock as
provided herein without vote of the shareholders.
IN WITNESS WHEROF, the Corporation has caused this Certificate to be
duly executed in its corporate name on this 10th day of September 1996.
ALL-COMM MEDIA CORPORATION
BY____/s/_______________________
Name: E. William Savage
Title: President and Secretary
State of California
County of Los Angeles
This instrument was acknowledges before me on September 10, 1996 be E.
William Savage, as President and Secretary of ALL-COMM MEDIA CORPORATION.
___/s/___________________
Notary Public
