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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. )*
ALL-COMM MEDIA CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
016627101
(CUSIP Number)
Israel A. Englander
111 Broadway, New York, NY 10006
212-376-7158
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 1996
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(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. [X]
(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
Israel A. Englander
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
N/A
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
180,000
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.35%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Item 1. Security and Issuer
This statement relates to Common Stock, $.01 par value per share (the
"Common Stock"), of All-Comm Media Corporation (the "Company"). The address of
the principal executive office of the Company is 400 Corporate Pointe, Suite
780, Culver City, California 90230.
Item 2. Identity and Background
(a) This statement is filed on behalf of Mr. Israel A. Englander.
(b) The business address for Mr. Englander is 111 Broadway, 20th
Floor, New York, NY 10006.
(c) Mr. Englander's principal occupation is financial investments
which he conducts at the address above.
(d) During the last five years, Mr. Englander has not been convicted
in a criminal proceeding.
(e) During the last five years, Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction relating to the violation of any federal or state securities law.
(f) Mr. Englander is a US citizen.
Item 3. Source and Amount of Funds or other Consideration
All of the funds used in the acquisition of Common Stock or warrants to
acquire Common Stock came from personal capital.
Item 4. Purpose of Transaction
All securities listed under Item 5 below have been acquired for
investment. Reporting person has no plans with respect to any of such securities
which is referred to in Items 4(a)-4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Englander holds shares of Preferred Stock (as hereinafter
defined) convertible into 80,000 shares of Common Stock and Warrants (as
hereinafter defined) to purchase an additional 100,000 shares of Common Stock.
The number of shares of Common Stock issuable upon conversion of the Preferred
Stock assumes that the Conversion Price (as defined below) as of the date of
this filing is $1.25. As set forth in subsection (c) hereof, this number may be
subject to adjustment based on fluctuations in the market price of the Common
Stock which may
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affect the Conversion Price. Assuming that all Preferred Stock and 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 Mr. Englander would
represent approximately 5.35% of the total outstanding.
(c) Pursuant to a private placement, on June 13, 1996, Mr. Englander
purchased from the Company 2 units ("Units") at $50,000 per Unit. Each Unit
consists of 100 shares of Series B Convertible Preferred Stock ("Preferred
Stock") having a redemption value of $50,000 per share and warrants ("Warrants")
to purchase 50,000 shares of Common Stock at $2.50 per share for a period of
three years, or, if earlier, a period which shall expire when (a) there shall
have been filed a registration statement with respect to the shares underlying
the Warrants which shall have been effective for not less than ninety
consecutive days, and (b) the closing price per share of Common Stock on the
Nasdaq shall not have been less than $8.00 for 20 consecutive trading days. The
Preferred Stock will at the option of the holder be convertible into shares of
Common Stock at the lesser of $1.25 per share or 80% of the average closing
sales price of the Common Stock as quoted on the Nasdaq during the last five
trading days prior to conversion (the "Conversion Price").
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
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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: June 24, 1996
/s/ Israel A. Englander
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Israel A. Englander
