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UNITED STATES
OFFICE OF THE COMPTROLLER OF THE CURRENCY
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Incomnet, Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
453365207
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(CUSIP Number)
Denis Richard
2801 Main Street
Irvine, CA 92614
(714) 251-8000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 29, 1998
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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 / /.
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 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. 453365207
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Denis Richard S.S. No. 88-0241740
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 OCC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
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7 SOLE VOTING POWER
NUMBER OF 13 shares of Preferred convertible into 1.3 million
SHARES shares of common stock. (See Item 3)
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON ---------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
13 shares of Preferred convertible into 1.3 million
shares of Common Stock. (See Item 3)
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13 shares of Preferred convertible into 1.3 million shares of Common
Stock (See Item 3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6% (See Item 5)
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14 TYPE OF REPORTING PERSON*
IN
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*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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SCHEDULE 13D
CUSIP No. 453365207
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ITEM 1. SECURITY AND ISSUER
This Statement is the first Amendment to the Statement on Schedule 13D
filed on October 9, 1998 (the "Statement") in connection with Reporting
Person's beneficial ownership of shares of Series D Convertible Preferred
Stock (the "Series D Preferred Stock") of Incomnet, Inc. (the "Issuer")
which, subject to certain conditions, is convertible into common stock of
the Issuer. All capitalized terms used and not defined in this Amendment
No. 1 shall have the meanings given to them in the Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
In connection with settlement agreements among the Issuer and certain of
the holders of the Issuer's Series A Convertible Preferred Stock and
Series B Convertible Preferred Stock, Reporting Person has agreed to vote
all shares of stock of the Issuer owned by Reporting Person in favor of an
increase in the number of authorized shares of the Issuer's common stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Letter from Reporting Person to Robert Cohen, Stefanie
Cohen, Allyson Cohen, Jeffrey Cohen, Jeffrey Rubin,
Alan Cohen, Meryl Cohen, Gabrielle Cohen, Jaclyn Cohen,
Erica Cohen, Nicole Cohen, Lenore Katz, and Broadway
Partners regarding voting of Reporting Person's shares
of the Issuer's stock in favor of an increase in the
number of authorized shares of common stock of the
Issuer.
Exhibit 2 Letter from Reporting Person to Ellen Cohen and Martin
Fabrikant regarding voting of Reporting Person's shares
of the Issuer's stock in favor of an increase in the
number of authorized shares of common stock of the
Issuer.
5
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SCHEDULE 13D
CUSIP No. 453365207
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: November 6, 1998 /S/ DENIS RICHARD
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DENIS RICHARD
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SCHEDULE 13D
CUSIP No. 453365207
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EXHIBIT INDEX
Exhibit 1 Letter from Reporting Person to Robert Cohen, Stefanie
Cohen, Allyson Cohen, Jeffrey Cohen, Jeffrey Rubin,
Alan Cohen, Meryl Cohen, Gabrielle Cohen, Jaclyn Cohen,
Erica Cohen, Nicole Cohen, Lenore Katz, and Broadway
Partners regarding voting of Reporting Person's shares
of the Issuer's stock in favor of an increase in the
number of authorized shares of common stock of the
Issuer.
Exhibit 2 Letter from Reporting Person to Ellen Cohen and Martin
Fabrikant regarding voting of Reporting Person's shares
of the Issuer's stock in favor of an increase in the
number of authorized shares of common stock of the
Issuer.
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EXHIBIT 1
DENIS RICHARD
C/O INCOMNET, INC.
2801 MAIN STREET
IRVINE, CALIFORNIA 92614
NOVEMBER 5, 1998
Dr. Robert Cohen
Ms. Stefanie Rubin
Ms. Allyson Cohen
Mr. Jeffrey Cohen
Mr. Jeffrey Rubin
Dr. Alan Cohen
Ms. Meryl Cohen
Ms. Gabrielle Cohen
Ms. Jaclyn Cohen
Ms. Erica Cohen
Ms. Nicole Cohen
Ms. Lenore Katz
Broadway Partners c/o Mr. Jeffrey Rubin
c/o Robert S. Matlin, Esq.
Camhy Karlinsky & Stein LLP
1740 Broadway, 16th Floor
New York, New York 10019-4315
Ladies and Gentlemen:
This letter is to confirm my agreement to each of you that I will vote all
of the shares of stock that I own in favor of an increase in the authorized
number of shares of Incomnet, Inc. common stock to 50,000,000 shares. If
shareholder approval is not obtained at the next meeting of shareholders, I
hereby agree to continue to vote all my shares in favor of such proposal until
there is a sufficient increase in the number of shares of authorized Incomnet
common stock to permit issuance of all common stock underlying the warrants
owned by each of you.
Very truly yours,
/S/ DENIS RICHARD
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DENIS RICHARD
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EXHIBIT 2
DENIS RICHARD
C/O INCOMNET, INC.
2801 MAIN STREET
IRVINE, CALIFORNIA 92614
NOVEMBER 5, 1998
Ms. Ellen Cohen
Mr. Martin Fabrikant
c/o Robert S. Matlin, Esq.
Camhy Karlinsky & Stein LLP
1740 Broadway, 16th Floor
New York, New York 10019-4315
Ladies and Gentlemen:
This letter is to confirm my agreement to each of you that I will vote all
of the shares of stock that I own in favor of an increase in the authorized
number of shares of Incomnet, Inc. common stock to 50,000,000 shares. If
shareholder approval is not obtained at the next meeting of shareholders, I
hereby agree to continue to vote all my shares in favor of such proposal until
there is a sufficient increase in the number of shares of authorized Incomnet
common stock to permit issuance of all common stock underlying the warrants
owned by each of you.
Very truly yours,
/S/ DENIS RICHARD
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DENIS RICHARD
