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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)
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)
December 23, 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)
(Page 1 of 10 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
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CUSIP No. 016627101 13D Page 2 of 10 Pages
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
82,630
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
100,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,630
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.21%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 10 Pages
This statement constitutes Amendment No. 1 to the statement on Schedule
13D filed with the Securities and Exchange Commission on June 25, 1996 (the
"Original Statement"), of Israel Englander. All defined terms hereunder have the
meanings set forth in the Original Statement. This Amendment No. 1 reflects
certain material changes in the information set forth in the Original Statement,
as follows:
Item 5. Interest in Securities of the Issuer.
(a) Mr. Englander owns 82,630 shares of the Company's Common Stock and
Warrants to purchase an additional 100,000 shares of Common Stock. Assuming that
all Warrants were exercised and the total number of outstanding shares of the
Company's Common Stock is 8,258,108 as of the date of this filing, the number of
shares owned by Mr. Englander would represent approximately 2.21% of the total
outstanding.
(b) Mr. Englander has the sole power to vote and to dispose
of all shares of Common Stock which he owns.
(c) On December 23, 1996, Mr. Englander converted 200 shares of Series
B Convertible Preferred Stock, including all outstanding accrued dividends, into
82,630 shares of Common Stock at $1.25 per share.
(e) On December 23, 1996, Mr. Englander ceased to be the beneficial
owner of more than 5% of the Company's Common Stock.
Item 7. Material to be Filed as Exhibits.
1. Amended and Restated Series B Conversion Agreement.
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Page 4 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: January 29, 1997
/s/ Israel A. Englander
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Israel A. Englander
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Page 5 of 10 Pages
EXHIBIT 1
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Page 6 of 10 Pages
AMENDED AND RESTATED SERIES B CONVERSION AGREEMENT
Amended and Restated Series B Conversion Agreement dated as of
December 23, 1996 among All-Comm Media Corporation (the "Company") and each of
the Company's securityholders party hereto.
WHEREAS, the Company has issued and outstanding 6,200 shares
of its Series B Convertible Preferred Stock, par value $.01 per share (the
"Series B Preferred Stock");
WHEREAS, the shares of Series B Preferred Stock are currently
convertible into shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), in accordance with the certificate of designations for of
the Series B Preferred Stock;
WHEREAS, the Company has filed a registration statement with
the Securities and Exchange Commission for a proposed underwritten public
offering (the "Offering") of shares of Common Stock and for the delayed offering
of shares of Common Stock by certain delayed selling securityholders;
WHEREAS, the lead underwriter for the Offering has advised the
Company that the existence of the current number of outstanding options,
warrants or other rights convertible or exercisable for shares of the Common
Stock could be detrimental to the Offering and to secondary trading in the
Common Stock following consummation of the Offering;
WHEREAS, in support of the Offering, the holders of the Series
B Preferred Stock would like to convert their shares of Series B Preferred Stock
into shares of Common Stock;
WHEREAS, the undersigned holders of Series B Preferred Stock
also hold Common Stock purchase warrants (the "Series B Warrants") originally
issued with the Series B Preferred Stock and expect to derive significant
benefit from the Offering;
WHEREAS, the parties hereto are parties to a Series B
Conversion Agreement dated as of November 20, 1996 (the "Old Agreement"); and
WHEREAS, the parties wish to amend and restate the Old
Agreement to change the date of the consummation of the transactions
contemplated thereby from immediately prior to the Offering to December 23,
1996;
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, and receipt and sufficiency which are hereby
acknowledged, the parties hereto
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agree as follows:
Page 7 of 10 Pages
1. Conversion of Series B Preferred Stock. On and as of the
date hereof, each of the undersigned holders of Series B Preferred Stock will
convert (i) all outstanding accrued dividends on the Series B Preferred Stock
held by such person and (ii) all of the shares of Series B Preferred Stock held
by such person, into shares of Common Stock in accordance with the certificate
of designations for the Series B Preferred Stock. Notwithstanding such
conversions, the Series B Warrants shall remain in full force and effect. The
holders of the shares of Common Stock into which the Series B Preferred Stock
was converted and of the Series B Warrants shall have the same registration
rights as such holders had under the agreement dated June 7, 1996 between the
Company and such holders with respect to the shares of Common Stock into which
the Series B Preferred Stock was converted and the shares of Common Stock for
which the Series B Warrants are exercisable.
2. Securities Law Matters. Each of the undersigned holders of
Series B Preferred Stock severally acknowledges and agrees that: (a) the shares
of Common Stock to be issued to it upon conversion of shares of Series B
Preferred Stock have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"); (b) such shares may not be freely resold or
transferred absent registration under the Securities Act or an exemption
therefrom; (c) it is acquiring such shares for its own account for investment
purposes only and not with a view towards the resale or distribution thereof;
(d) it may be required to hold such shares for an indefinite period; (e)
certificates representing such shares may bear restrictive legends and the
Company may instruct its transfer agent to place stop transfer orders with
respect thereto; (f) it is an "accredited investor" within the meaning of Rule
501(a) of Regulation D under the Securities Act; and (g) it is aware that the
Company is issuing such Common Stock in transactions exempt from the
registration requirements of the Securities Act pursuant to Regulation D or
other exemptions from registration.
3. Miscellaneous. This Agreement may not be modified except in
a writing signed by or on behalf of all of the parties hereto. This Agreement
constitutes the entire agreement of the parties with respect to the conversion
of the outstanding shares of Series B Preferred Stock, and supersedes the Old
Agreement. This Agreement may be signed in one or more counterparts, all of
which shall constitute a single original.
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Page 8 of 10 Pages
IN WITNESS WHEREOF, each of the undersigned has duly signed or
caused this Amended and Restated Series B Conversion Agreement to be signed on
its or their behalf as of this 23rd day of December, 1996.
All-Comm Media Corporation
By:
Name:
Title:
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Bryan I. Finkel
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Seth Antine
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Naomi Bodner
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Israel A. Englander - IRA
F/B/O
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Laura Huberfeld
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Chanie Lerner
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Seth Fireman
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Rita Folger
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Fred Rudy
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Seymour Huberfeld
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Keren M.Y.C.B. Elias
Foundation
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Malca Sand
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Erza Birnbaum
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Joshua Schwartz
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Jonathan Mayer
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Cong. Ahavas Tzd Okah V. Ches
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Yeshiva of Telshe Alumni
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Birdsall Corp N.V.
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Laura Huberfeld/Naomi Bodner
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Shekel Hakodesh
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Bais Kaila Torah Prep. HS
for Girls
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Namax Corp.
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Ohr Somayach Tanenbaum Educ.
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Moshe Muller
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Friends of Kiryat Meor Chaim
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The Nais Corp.
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Richard Stadtmauer
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Irwin Gross
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Charles Nebenzahl
