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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)
Goida Wilk
377 Lange Leemstraat
Antwerpen, Belgium
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 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. [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
Newark Sales Corporation
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
Bahamas
7. SOLE VOTING POWER
N/A
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
1,583,333
10. SHARED DISPOSITIVE POWER
N/A
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 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 Newark Sales Corporation
("NSC").
(b) The business address for NSC is 102 Lange Herentalse Straat,
Antwerpen, Belgium.
(c) NSC's principal business is financial investments which are
conducted at the address above.
(d) During the last five years, NSC has not been convicted in a
criminal proceeding.
(e) During the last five years, NSC 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) NSC is organized under the laws of the Bahamas.
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 internal working capital.
Item 4. Purpose of Transaction
All securities listed under Item 5 below have been acquired for
investment. NSC 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) NSC holds a Convertible Note (the "Note") 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 Note 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, on June 13, 1996, NSC purchased
from the Company the Note in the principal amount of $500,000. 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.
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 28, 1996
NEWARK SALES CORPORATION
By: /s/
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Goida Wilk, President
