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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
AFP IMAGING CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
001058106
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(CUSIP Number)
Herschel S. Weinstein, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue
New York, NY 10017
(212) 759-3300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 8, 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 .
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 shares).
(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.
*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 on 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. 001058106 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph A. Cohen
###-##-####
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, PF, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 400,193
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 328,242
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 400,193
10 SHARED DISPOSITIVE POWER
328,242
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
728,435
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock") of AFP Imaging Corporation, a New York
corporation (the "Company"). The principal executive offices of the
Company are located at 250 Clearbrook Road, Elmsford, New York 10523.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) The person filing this report is Mr. Joseph A. Cohen (the "Filing
Person"). The Filing Person's principal occupation is as a private
investor. The Filing Person's business address is c/o The Garnet
Group, Inc., 825 Third Avenue, 40th Floor, New York, New York 10022.
(d) - (f) The Filing Person 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 as a result of which such individual was or is
subject to 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 violations with
respect to such laws, in each case during the last five years. The
Filing Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The securities which are the subject of this statement were acquired
for an aggregate purchase price of $1,099,446.20. The funds used to
acquire such securities represented personal funds or working capital
of persons or entities whose beneficial ownership of Common Stock may
be attributed to the Filing Person as described more fully in Item 5.
ITEM 4. PURPOSE OF THE TRANSACTION
The Filing Person has acquired the Common Stock for investment
purposes. Subject to availability at prices deemed favorable, the
Filing Person, for investment purposes, may purchase additional shares
of Common Stock from time to time in the open market, in privately
negotiated transactions or otherwise.
The Filing Person may dispose of the shares of Common Stock held by
him, directly or indirectly, in the open market, in privately
negotiated transactions or otherwise.
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Except as set forth above, the Filing Person has no present plans or
proposals which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) Items 7-11 and 13 of the cover page of this Schedule which relate to
the beneficial ownership of shares of Common Stock by the Filing
Person are incorporated by reference in response to this item.
As of January 13, 1998, the Filing Person beneficially owned, within
the meaning of Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, 728,435 shares of Common Stock of the Company,
representing 9.5% of the Company's Common Stock. Such percentage was
determined based upon the number of shares of Common Stock outstanding
as reported on the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
The Filing Person has sole power to vote (or to direct the vote of)
and sole power to dispose of (or to direct the disposition of)
400,193 shares of Common Stock of the Company, comprised of
400,193 shares owned by the Filing Person and various entities of
which the Filing Person is the sole trustee, sole general partner an
executive officer or other such person. In accordance with Rule
13d-3, the Filing Person may be deemed to be the beneficial owner of
the shares of Common Stock owned by such entities. Pursuant to
Rule 13d-4, the Filing Person expressly disclaims that he is the
beneficial owner of certain of such shares.
The Filing Person has shared power to vote (or to direct the vote of)
and to dispose of (or direct the disposition of) an aggregate of
328,242 shares of Common Stock of the Company, comprised of
328,242 shares owned by various individuals and entities through
which the Filing Person indirectly possesses the power to vote or
dispose of such shares of Common Stock. In accordance with Rule
13d-3, the Filing Person may be deemed to be the beneficial owner of
the 328,242 shares of Common Stock owned by such persons. Pursuant
to Rule 13d-4, the Filing Person expressly disclaims that he is the
beneficial owner of certain of such shares.
(c) The following sets forth certain information concerning transactions
in the Common Stock by the Filing Person (either directly or
indirectly through individuals, corporations and other entities
through which the Filing Person possesses the power to vote or dispose
of shares of Common Stock) during the 60 days prior to the date of
this statement. Each transaction is a purchase in the open market:
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DATE OF NO. OF PRICE PER
NAME OF PERSON EFFECTING TRANSACTION TRANSACTION SHARES SHARE
Abie D. Cohen 12/08/97 9,736 1.200
Abraham Cohen 12/08/97 21,120 1.200
Annette J. Cohen 12/08/97 9,713 1.200
David A. Cohen 12/08/97 18,781 1.200
Jack J. Cohen 12/08/97 21,120 1.200
Joseph A. Cohen 12/08/97 6,776 1.200
Robert J. Cohen 12/08/97 21,120 1.200
DJ Freres Corp 12/08/97 239,544 1.200
Joseph & Joyce Shalom 12/08/97 22,814 1.200
Nathan Shalom 12/08/97 17,111 1.200
(d) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Filing Person is not a party to any contract, arrangement,
understanding or relationship with respect to securities of the
Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 13, 1998
/s/ Joseph A. Cohen
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