<PAGE>
------------
OMB APPROVAL
------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INCOMNET, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
453365 20-7
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert S. Matlin, Esq.
Camhy Karlinsky & Stein LLP
1740 Broadway, 16th floor
New York, New York 10019
(212) 977-6600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 15, 1998
- --------------------------------------------------------------------------------
(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(e), 13d-1(f), or 13d-1(g), check the following
box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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.
- --------------
* 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 the
disclosures provided in a prior cover page.
The information required in 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 (the "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).
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 2 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Robert Cohen
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 2,827,637 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 2,827,637 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,827,637 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 3 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Jeffrey Rubin
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 6,000 shares
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 6,000 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .0%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 4 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Stefanie Rubin
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 2,358,654 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 2,358,654 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,358,654 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 5 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Allyson Cohen
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 576,316 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 576,316 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
576,316 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 6 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Jeffrey Cohen
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 1,668,947 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 1,668,947 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,668,947 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 7 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Alan Cohen
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 632,316 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 632,316 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,316 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 8 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Meryl Cohen
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 526,316 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 526,316 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,316 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 9 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Meryl Cohen, custodian for Gabrielle Cohen
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 263,158 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 263,158 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,158 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 10 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Meryl Cohen, custodian for Jaclyn Cohen
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 263,158 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 263,158 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,158 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 11 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Meryl Cohen, custodian for Erica Cohen
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 263,158 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 263,158 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,158 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 12 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Meryl Cohen, custodian for Nicole Cohen
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 263,158 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 263,158 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,158 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 13 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Lenore Katz
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 574,561 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 574,561 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,561 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
______________________________________________________________________________
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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 14 of 20 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Broadway Partners (Stefanie Rubin, Allyson Cohen, Jeffrey
Cohen, and Meryl Cohen as custodian for Gabrielle Cohen and
Jaclyn Cohen individually are the partners of the partnership)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 1,092,632 shares (see Item 4 and Item 6)
|_____|________________________________________________________
| |
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 1,092,632 shares
PERSON WITH |_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,092,632 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
______________________________________________________________________________
*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.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 15 of 20 Pages
_______________________________________________________________________________
Item 1. Securities and Issuer.
This statement is the first Amendment to the statement on Schedule 13D filed on
June 19, 1998 (the "Statement") with the Securities and Exchange Commission by
Robert Cohen, Jeffrey Rubin, Stefanie Rubin, Allyson Cohen, Jeffrey Cohen, Alan
Cohen, Meryl Cohen (individually and as custodian for Gabrielle Cohen, Jaclyn
Cohen, Erica Cohen, and Nicole Cohen), Lenore Katz, and Broadway Partners
(collectively the "Reporting Persons" or the "Group") in connection with the
Reporting Persons beneficial ownership of the Series A and Series B preferred
stock (collectively the "Preferred Stock") and the common stock, no par value
per share (the "Common Stock"), issued by Incomnet, Inc. ("Incomnet" or the
"Company").
Item 2. Identity and Background.
The Reporting Persons, other than Mr. Jeffrey Rubin who does not own any shares
of Preferred Stock, have entered into an option agreement with Mr. John P. Casey
(the "Option Agreement") which is described in Item 6 and attached hereto as
Exhibit A. Pursuant to the Option Agreement, certain voting arrangements exist
between the Reporting Persons and Mr. Casey. By virtue of the voting
arrangements, Mr. Casey may be deemed a member of the Group.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Option Agreement, Mr. Casey will pay the Reporting Persons a
total of $300,000 for the option to purchase all of their Preferred Shares. On
July 15, 1998, the Reporting Persons received a check in the amount of $150,000
from Mr. Casey and are entitled to receive the remaining $150,000 from Mr. Casey
on August 15, 1998.
Item 4. Purpose of Transaction
On June 10, 1998 and June 11, 1998, the Reporting Persons, with the exception of
Mr. Jeffrey Rubin, requested the conversion of (i) 809 shares of Series A
Preferred Stock for an aggregate total of 4,345,797 shares of Common Stock and
(ii) 832 shares of Series B Preferred Stock for an aggregate total of 4,599,734
shares of Common Stock. According to a press release dated June 15, 1998, the
Company stated that it did not have enough shares of Common Stock to complete
the conversion requests. The Company reported that it had a shortfall of
11,519,310 shares of Common Stock. Accordingly, on June 18, 1998, the Reporting
Persons, without waiving their rights and remedies against the Company for the
failed conversions, jointly withdrew their requests to convert their Preferred
Stock (the "Recission Notice"). However, prior to receiving the Recission Notice
the Company honored a portion of the conversion requests as described below.
On June 10, 1998 and June 11, 1998, Robert Cohen requested the
conversions of 468 shares of Series A Preferred Stock ("Series A") and
an aggregate of 208 shares of Series B Preferred Stock ("Series B"). As
a result of these conversion requests, Robert Cohen remained the
beneficial owner of approximately 416 shares of Series A and 100 shares
of Series B.
On June 11, 1998, Allyson Cohen requested the conversions of 104 shares
of Series B. As a result of this conversion request, Allyson Cohen
remained the beneficial owner of approximately 100 shares of Series B.
On June 11, 1998, Jeffrey Cohen requested the conversions of 104 shares
of Series B. As a result of this conversion request, Jeffrey Cohen
remained the beneficial owner of approximately 100 shares of Series B.
On June 10, 1998 and June 11, 1998, Alan Cohen requested the
conversions of an aggregate of 104 shares of Series B. As a result of
this conversion request, Alan Cohen remained the beneficial owner of
approximately 100 shares of Series B.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 16 of 20 Pages
_______________________________________________________________________________
On June 10, 1998 and June 11, 1998, Meryl Cohen requested the
conversions of an aggregate of 104 shares of Series B. As a result of
this conversion request, Meryl Cohen remained the beneficial owner of
approximately 100 shares of Series B.
On June 10, 1998 and June 11, 1998, Meryl Cohen, acting as custodian
for Gabrielle, Jaclyn, Erica, and Nicole Cohen, requested the
conversions of an aggregate of 52 shares of Series A for each of their
accounts. As a result of this conversion request, Gabrielle, Jaclyn,
Erica, and Nicole Cohen each remained the beneficial owners of
approximately 50 shares of Series A.
On June 10, 1998 and June 11, 1998, Lenore Katz requested the
conversion of an aggregate of 135 shares of Series A. As a result of
these conversion requests, Lenore Katz remained the beneficial owner of
approximately 104 shares of Series A.
On June 11, 1998, Broadway Partners requested the conversions of 208
shares of Series B. As a result of this conversion request, Broadway
Partners remained the beneficial owner of approximately 200 shares of
Series B.
The Reporting Persons are aware of Mr. Casey's purposes as described in Item 4
of his Sixth Amendment to the Schedule 13D filed on July 16, 1998, however, at
this time the Reporting Persons are not acting, and do not have any intent to
act, in connection with Mr. Casey to further his purposes other than as required
pursuant to the Option Agreement which is more fully described in Item 6. The
Reporting Persons entered into the Option Agreement with Mr. Casey for
investment purposes only. Although the Reporting Persons currently do not have
any present plans or proposals, except as set forth above, which would result in
any of the actions specified in clauses (a) through (j) of Item 4 of the
Schedule 13D of the Securities and Exchange Act of 1934, as amended, the
Reporting Persons are exploring various options to accomplish their investment
purposes. Each of the Reporting Persons reserve the right to determine in the
future whether to change the purposes described above.
Item 5. Interest in Securities of the Issuer
(a) and (b) If Mr. Casey were to exercise the Option, the Reporting Persons
would no longer be the beneficial owner of approximately 725 shares of Series A
and 872 shares of Series B, thereby reducing the Reporting Persons percentage to
approximately 5%. Subject to Mr. Casey exercising the Option, each of the
Reporting Persons has the sole power to vote, direct the vote of, dispose of,
and direct the disposition of their shares. In addition, the Reporting Persons,
other than Mr. Jeffrey Rubin, have the right to direct the vote of Mr. Casey as
more fully described in Item 6.
The number and percentage of Common Stock beneficially owned by the Reporting
Person has changed since the filing of the Statement as listed below (all
percentages assume that 31,519,310 shares of Common Stock are outstanding, as
reported by Incomnet in its Form 8-K, filed with the Securities and Exchange
Commission on June 17, 1998 and assume full conversion of all Preferred Stock
prior to sending the Recission Notice at a conversion price of $0.19 per share).
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 17 of 20 Pages
_______________________________________________________________________________
<TABLE>
<CAPTION>
Percentage Sole
of Voting Shared Voting Sole Shared Dispositive
Entity Class Power Power Dispositive Power Power
- --------------------------- ------------------ ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Robert Cohen (1) 8.9% 2,827,637 -0- 2,827,637 -0-
Jeffrey Rubin (2) less than .0% 6,000 -0- 6,000 -0-
Stefanie Rubin (3) 7.2% 2,358,654 -0- 2,358,654 -0-
Allyson Cohen (4) 1.8% 576,316 -0- 576,316 -0-
Jeffrey Cohen (5) 5.3% 1,668,947 -0- 1,668,947 -0-
Alan Cohen (6) 2.0% 632,316 -0- 632,316 -0-
Meryl Cohen 1.7% 526,316 -0- 526,316 -0-
Meryl Cohen, custodian for 0.8% 263,158 -0- 263,158 -0-
Gabrielle Cohen
Meryl Cohen, custodian for 0.8% 263,158 -0- 263,158 -0-
Jaclyn Cohen
Meryl Cohen, custodian for 0.8% 263,158 -0- 263,158 -0-
Erica Cohen
Meryl Cohen, custodian for 0.8% 263,158 -0- 263,158 -0-
Nicole Cohen
Lenore Katz (7) 1.8% 574,561 -0- 574,561 -0-
Broadway Partners (8) 3.5% 1,092,632 -0- 1,092,632 -0-
</TABLE>
- --------------------
(1) As of the date hereof, Robert Cohen is the holder of (i) currently
exercisable warrants to purchase 100,000 shares of Common Stock, at an
exercise price of $3.75, which expire on December 9, 1999 and (ii)
currently exercisable warrants to purchase 6,000 shares of Common Stock
at an exercise price of $1.09 which expire on January 20, 2000.
(2) Jeffrey Rubin is the holder of currently exercisable warrants to
purchase 6,000 shares of Common Stock, at an exercise price of $1.09,
which expire on January 20, 2000. Jeffrey Rubin, the spouse to Stefanie
Rubin, disclaims beneficial ownership of any Common Stock held by her.
(3) As of the date hereof, Stefanie Rubin is the holder of (i) currently
exercisable warrants to purchase 10,000 shares of Common Stock, at an
exercise price of $3.75, which expire on December 9, 1999, (ii)
currently exercisable warrants to purchase 16,666 shares of Common
Stock, at an exercise price of $3.50, which expire on July 29, 1999,
(iii) currently exercisable warrants to purchase 55,000 shares of
Common Stock, at an exercise price of $2.00, which expire on November
3, 1999, and (iv) 450 shares of Series B Preferred Stock, which may be
currently converted into 1,323,529 shares of Common Stock. The
conversion price for the 450 shares of Series B Preferred Stock, which
is $0.34, equals 80% of the average closing price for the Common Stock
on the trading days between June 9, 1998 and June 15, 1998. Stefanie
Rubin, the spouse to Jeffrey Rubin, disclaims beneficial ownership of
any Common Stock held by him.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 18 of 20 Pages
_______________________________________________________________________________
(4) Allyson Cohen is the holder of currently exercisable warrants to
purchase 50,000 shares of Common Stock, at an exercise price of $3.75,
which expire on December 9, 1999.
(5) Jeffrey Cohen is the holder of currently exercisable warrants to
purchase 50,000 shares of Common Stock, at an exercise price of $3.75,
which expire on December 9, 1999. Jeffrey Cohen directs the voting and
dispositive powers of Broadway Partners (see footnote (8)).
(6) Alan Cohen is the holder of (i) currently exercisable warrants to
purchase 100,000 shares of Common Stock, at an exercise price of $3.75,
which expire on December 9, 1999 and (ii) currently exercisable
warrants to purchase 6,000 shares of Common Stock, at an exercise price
of $1.09, which expire on January 20, 2000.
(7) Lenore Katz is the holder of (i) currently exercisable warrants to
purchase 10,000 shares of Common Stock, at an exercise price of $3.75,
which expire on December 9, 1999 and (ii) currently exercisable
warrants to purchase 16,666 shares of Common Stock, at an exercise
price of $3.50, which expire on July 29, 1999.
(8) Broadway Partners is the holder of currently exercisable warrants to
purchase 40,000 shares of Common Stock, at an exercise price of $3.75,
which expire on December 9, 1999.
(c) The following transactions in the Company's securities by the Reporting
Persons have been effected since the most recent filing on Schedule 13D:
During the first two weeks in July, 1998, Stefanie Rubin sold an aggregate of
26,928 shares of Common Stock in open market transactions for an aggregate sale
price of $22,512.00, with individual prices ranging from $0.38 to $1.13 per
share and an average per share price of $0.69.
On July 9, 1998, Alan Cohen sold an aggregate of 40,000 shares of Common Stock
in open market transactions at approximately $1.13 per share for an aggregate
sale price of $45,000.00.
On July 9, 1998, Meryl Cohen, as custodian for and acting on behalf of Gabrielle
Cohen, Jaclyn Cohen, Erica Cohen, and Nicole Cohen, sold for each of these
individual accounts 10,001 shares of Common Stock in open market transactions at
approximately $1.13 per share for an aggregate sale price of $11,251.13.
(d) None of the Reporting Persons know of any person who has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Common Stock of the Company except for the
rights of Mr. Casey pursuant to the Option Agreement which is more fully
described in Item 6.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The following is a summary of certain terms of the Option Agreement referred to
below, a copy of which is annexed hereto as an exhibit to this Amendment and is
incorporated herein by reference. This summary is qualified in its entirety by
reference to the full text of the Option Agreement.
On July 15, 1998, the Reporting Persons, other than Mr. Jeffrey Rubin, and Mr.
John P. Casey entered into the Option Agreement, pursuant to which the Reporting
Persons have granted Mr. Casey the option to purchase approximately 725 shares
of Series A and 872 shares of Series B currently owned by them including
interests and dividends thereon and any shares of Common Stock received by them
on conversion of the Preferred Shares (collectively the "Option Shares"). The
price for the Option is $300,000 (the "Option Price"), of which $150,000 was
paid on July 15, 1998 and the balance is to be paid on August 15, 1998. The
Option is exercisable for a period of
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 19 of 20 Pages
_______________________________________________________________________________
ninety (90) days commencing at 2:00pm (Pacific time) on July 15, 1998 and
terminating at 11:59pm (Pacific time) on October 14, 1998 (the "Option Term").
The total purchase price for the Option Shares is two million three hundred
thousand dollars ($2,300,000), less the Option Price which is non-refundable if
the Option is not exercised, with an adjustment for any dividends and penalties
that accrue on the Preferred Stock from July 9, 1998 to the delivery of the
purchase price.
Pursuant to the Option Agreement, the Reporting Persons have agreed that they
(i) will not sell, transfer, pledge or otherwise encumber any of the Option
Shares, (ii) will not take any action to convert the Preferred Shares without
Mr. Casey's consent, (iii) will make all filings required to consummate the sale
of the Option Shares and (iv) take all reasonable actions to preserve their
rights as holders of the Preferred Shares and underlying common stock. During
the Option Term, the Reporting Persons are entitled to vote their Preferred
Shares, provided they give Mr. Casey five (5) business days prior notice
specifying how they intend to vote. If Mr. Casey exercises the Option during
that period, the Reporting Persons agree to vote as directed by Mr. Casey and to
deliver an irrevocable proxy whereby Mr. Casey shall be entitled to vote such
shares. In addition, Mr. Casey has agreed, for a period of nine months from the
date of the Option, to vote his shares of Common Stock as directed by the
Reporting Persons (if any directions are given) on any proposal regarding an
increase in the authorized shares of the Company's common stock or a reverse
stock split that will enable the Company to honor the conversion of the
Preferred Shares.
Except as otherwise noted above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Exhibit A - Option Agreement, dated July 15, 1998, between John P. Casey and the
Reporting Persons.
<PAGE>
SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 45765C 10-3 Page 20 of 20 Pages
_______________________________________________________________________________
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.
July 17, 1998 /S/ ROBERT COHEN
----------------------------------
Robert Cohen
/S/ JEFFREY RUBIN
----------------------------------
Jeffrey Rubin
/S/ STEFANIE RUBIN
----------------------------------
Stefanie Rubin
/S/ ALLYSON COHEN
----------------------------------
Allyson Cohen
/S/ JEFFREY COHEN
----------------------------------
Jeffrey Cohen
/S/ ALAN COHEN
----------------------------------
Alan Cohen
/S/ MERYL COHEN
----------------------------------
Meryl Cohen
GABRIELLE COHEN
By: /S/ MERYL COHEN
----------------------------------
Meryl Cohen, Custodian
JACLYN COHEN
----------------------------------
By: /S/ MERYL COHEN
Meryl Cohen, Custodian
ERICA COHEN
By: /S/ MERYL COHEN
----------------------------------
Meryl Cohen, Custodian
NICOLE COHEN
By: /S/ MERYL COHEN
----------------------------------
Meryl Cohen, Custodian
/S/ LENORE KATZ
----------------------------------
Lenore Katz
BROADWAY PARTNERS
By: /S/JEFFREY COHEN
----------------------------------
Jeffrey Cohen
<PAGE>
EXHIBIT A
OPTION AGREEMENT
AMONG
JOHN P. CASEY, ROBERT COHEN, STEFANIE RUBIN,
ALLYSON COHEN, JEFFREY COHEN, ALAN COHEN,
LENORE KATZ, BROADWAY PARTNERS AND
MERYL COHEN, INDIVIDUALLY AND AS CUSTODIAN
FOR GABRIELLE COHEN, JACLYN COHEN, ERICA COHEN
AND NICOLE COHEN
DATED JULY 15, 1998
<PAGE>
OPTION AGREEMENT
This Option Agreement ("Agreement") is made as of July 15, 1998 by John
P. Casey, an individual resident in Maryland ("Buyer"), Robert Cohen, an
individual resident in New York, Stefanie Rubin, an individual resident in New
York, Allyson Cohen, an individual resident in New York, Jeffrey Cohen, an
individual resident in New York, Alan Cohen, an individual resident in New York,
Lenore Katz, an individual resident in Florida, Broadway Partners, a general
partnership, and Meryl Cohen, an individual resident in New York and custodian
for Gabrielle Cohen, Jaclyn Cohen, Erica Cohen and Nicole Cohen (collectively,
the "Sellers").
RECITALS
Sellers desire to grant, and Buyer desires to acquire, an option to
purchase all of Sellers' Series A and Series B Preferred stock set forth on
Schedule A hereto ("Preferred Stock") of Incomnet, Inc., a California
corporation (the "Company"), for the consideration and on the terms set forth in
this Agreement.
Now therefore, the parties, intending to be legally bound, agree as
follows:
1. Purchase and Sale of Option; Closing.
1.1 The Option.
-----------
Subject to the terms and conditions of this Agreement, Sellers
hereby grant and transfer to Buyer and Buyer hereby acquires from Sellers an
irrevocable option to purchase during the Option Term (as defined below) (the
"Option") the aggregate number of shares of Preferred Stock as set forth in
Schedule A, with each Seller being obligated to deliver to Buyer, upon exercise
of the Option, the number of shares of Preferred Stock set forth opposite such
Seller's name on Schedule A to this Agreement, together with an Assignment (as
defined below) and any and all Common Stock of the Company received by Sellers
in respect of any conversion of the Preferred Stock at the Purchase Price (as
defined below).
1.2 Term of the Option.
-------------------
The term during which the Option may be exercised ("Option
Term") commenced at 2:00 p.m. (Pacific Time) on July 15, 1998 and shall
terminate at 11:59 p.m. (Pacific Time) on October 14, 1998.
<PAGE>
1.3 Option Price.
-------------
The purchase price for the Option will be $300,000 (the
"Option Price") payable in two installments. The first installment shall be
$150,000, paid on July 15, 1998, the receipt of which is hereby acknowledged,
and the balance of $150,000 shall be delivered on August 15, 1998. If Buyer
fails to pay the second installment under this Agreement, this Agreement shall
automatically terminate and Sellers shall be entitled to keep the first
installment and no party shall have any further obligations under the terms of
this Agreement other than the continuing covenant under Section 5.2 of this
Agreement and Buyer continues to be obligated to pay the second installment. The
Option Price shall be paid by check made payable to Camhy Karlinsky & Stein LLP
(the "Camhy Firm"). Sellers shall cause the Camhy Firm to disburse the funds
representing the Option Price to the Sellers in proportion to the number of
shares of Preferred Stock owned by Sellers. Buyer shall have no responsibility
for such disbursement and, upon receipt of Buyer's checks representing the
Option Price by the Camhy Firm, Buyer shall be deemed to have performed Buyer's
obligation to deliver the Option Price. The Option Price shall be credited in
full against the Purchase Price as described below. If Buyer does not exercise
the Option during the Option Term, then this Agreement shall automatically
terminate and Sellers shall be entitled to retain all funds representing the
Option Price and no party shall have any obligation to the other pursuant to
this Agreement other than the continuing covenant set forth in Section 5.2 of
this Agreement.
1.4 Exercise of Option.
------------------
At any time during the Option Term, Buyer may exercise the
Option, in whole only, by notifying Sellers in writing of Buyer's intention to
exercise the Option (the "Exercise Notice"). The Exercise Notice shall provide
that, upon satisfaction of all conditions set forth in Section 6 hereof, Buyer
shall purchase the Preferred Stock set forth in Schedule A (or the underlying
Common Stock) for a total purchase price of $2,300,000, less an amount equal
to the Option Price (or portion thereof) paid through the date of the Exercise
Closing (as defined below) plus an additional amount owed to reflect the unpaid
dividends and penalties that accrue on the Preferred Stock from July 9, 1998 to
and until the Exercise Closing (the "Purchase Price"). If the Company shall pay
to Sellers accrued dividends or penalties in respect of the Preferred Stock
during the Option Term for the period prior to July 9, 1998, such payments
shall be credited against the Purchase Price.
1.5 Closing of Exercise of Option.
------------------------------
The closing for the exercise of the Option and purchase of the
Preferred Stock (or underlying Common Stock) shall take place at the offices of
Buyer's counsel at 601 South Figueroa Street, Los Angeles, California 90017, at
such time as is mutually agreed upon by the parties, but in any event not later
than three business days after
<PAGE>
satisfaction of the conditions set forth in Section 6 of this Agreement (the
"Exercise Closing"). At the Exercise Closing, Buyer shall deliver by wire
transfer or certified check, the Purchase Price and Sellers shall deliver the
stock certificates representing the Preferred Stock, (or in the event of a
conversion, the Common Stock received in respect of the Preferred Stock) set
forth opposite their names on Schedule A. Sellers shall immediately undertake
and use their best efforts to obtain certificates evidencing their shares of
Preferred Stock. Sellers shall also deliver at the Exercise Closing such
opinions of their counsel required by the Company pursuant to the Certificate of
Determination and Stock Purchase Agreements signed by Sellers in connection with
the purchase of the Preferred Stock. At the Exercise Closing, Sellers shall all
execute an assignment in form and substance reasonably satisfactory to Buyer and
his counsel whereby Sellers assign and transfer to Buyer all of Sellers'
assignable rights, entitlements, claims and causes of action against all
persons, including the Company, whenever accrued, in respect of the Preferred
Stock and the Common Stock of the Company into which the Preferred Stock is
convertible and specifically including any claim or cause of action arising from
or relating to the Company's failure to honor Sellers' attempted conversion of
the Preferred Stock on June 10 and 11, 1998 (the "Assignment").
2. Representations and Warranties of Sellers
Each of the Sellers represents and warrants to Buyer as follows with
respect to such Seller:
2.1 Authority, No Conflict.
----------------------
This Agreement constitutes the legal, valid and binding
obligations of such Seller, enforceable against such Seller in accordance with
its terms. Such Seller has the absolute and unrestricted right, power, authority
and capacity to execute and deliver this Agreement and to perform the
obligations under this Agreement.
Neither the execution and delivery of this Agreement nor the
consummation and performance of any of the transactions contemplated by this
Agreement will:
(i) to the actual knowledge of such Seller without any duty of
inquiry, directly or indirectly contravene, conflict with, or result in the
violation of any provision of the organizational documents of the Company;
(ii) contravene, conflict with or result in the violation of
or give any governmental body or any other person the right to challenge the
contemplated transaction or to exercise any remedy or obtain any relief under
any order to which such Seller or, to the actual knowledge of such Seller
without any duty of inquiry, the Company or any of the assets owned or used by
the Company, may be subject; or
3
<PAGE>
(iii) contravene, conflict with or result in a violation or
breach of any agreement or any provision of any agreement to which such Seller
is a party or give any person the right to declare a default or exercise any
remedy under, or accelerate the maturity or performance of or to cancel,
terminate or modify any agreement to which such Seller is a party.
2.2 Ownership of Preferred Stock; Legends and Restrictions on
Transfer.
Such Seller is the sole, true, lawful, record and beneficial
owner of the Preferred Stock listed opposite such Seller's name on Schedule A,
free and clear of all encumbrances and without restrictions on voting rights or
rights of disposition other than pursuant to this Agreement. Such Seller's
shares of Preferred Stock are such Seller's sole and separate property, and the
execution of a spousal consent to the transactions contemplated by this
Agreement is not required. There are no legends or encumbrances on any Preferred
Stock other than a securities legend that is substantially identical to the
securities legend set forth in Section 4.1 of the Stock Purchase Agreement dated
July 29, 1997 under which Stefanie Rubin purchased 134 shares of the Preferred
Stock. Except for this Agreement, such Seller has not entered into any contract
relating to the issuance, sale, or transfer of any equity securities or
securities of the Company. At the Exercise Closing, Buyer will convey good and
valid title to such Seller's Preferred Stock or underlying Common Stock being
purchased free and clear of any and all claims, liens, charges, encumbrances and
security interests.
3. Representations and Warranties of the Buyer.
3.1 Authority.
---------
This Agreement constitutes the legal, valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms. Buyer has the
absolute and unrestricted right, power, authority and capacity to execute and
deliver this Agreement and to perform his obligations under this Agreement.
3.2 Investment Representation.
--------------------------
Buyer is a sophisticated investor. If Buyer exercises the
Option, Buyer will acquire the Preferred Stock (or underlying Common Stock) for
his own account for investment and will not engage in a distribution thereof,
except transfers exempt from registration requirements of the Securities Act of
1993, as amended, or pursuant to an effective registration statement.
4
<PAGE>
3.3 Review of Public Filings.
-------------------------
Buyer has had an opportunity to review the public filings of
the Company and to the extent that there may be any omission or misstatement in
such filings made by the Company, Buyer may not use the fact of such
misstatement or omission as the basis for any recission of the Option.
4. Covenants of Sellers.
4.1 No Sales, Transfers, Pledges or Encumbrances.
--------------------------------------------
During the Option Term, none of the Sellers shall sell,
transfer, pledge or otherwise encumber any of the Preferred Stock or Common
Stock issuable on conversion of the Preferred Stock other than pursuant to this
Agreement and none of the Sellers shall take any actions to convert the
Preferred Stock into Common stock of the Company without the prior written
consent of Buyer. Sellers agree to take all reasonable actions to preserve their
rights as holders of the Preferred Stock (and underlying Common Stock), provided
that such actions are not otherwise inconsistent with the express terms of this
Agreement.
4.2 Voting of Preferred During Option Term.
--------------------------------------
During the Option Term, Sellers shall be entitled to vote
their shares of Preferred Stock (and any Common Stock underlying the Preferred
Stock), provided that they give Buyer written notice at least five business days
prior to the date that they intend to vote such Preferred Stock (the "Voting
Notice Period"). Such notice must specify the Sellers' intention as to how they
intend to vote their respective Preferred Stock (or underlying Common Stock). If
Buyer delivers an Exercise Notice during the Voting Notice Period, upon receipt
of such Exercise Notice Sellers shall, without further action hereunder become
obligated to vote their shares of Preferred Stock (and any Common Stock received
upon conversion of such Preferred Stock) that they are entitled to vote in a
manner as directed by Buyer and Sellers shall deliver an irrevocable proxy to
Buyer whereby Buyer shall be entitled to vote all of Sellers' Preferred Stock.
4.3 Required Filings.
----------------
As promptly as practicable after the date of the Exercise
Notice, Sellers will make, and will cause each of their affiliates to make, all
filings, if any, required by legal requirements to be made by them to consummate
the sale of the Preferred Stock set forth on Schedule A (or underlying Common
Stock).
5
<PAGE>
4.4 Legend.
------
Sellers agree to use their best efforts to immediately cause a
legend to be placed on each certificate evidencing Preferred Stock which legend
reflects the existence of this Agreement (the "Option Legend") and to promptly
provide to Buyer copies of all such Preferred Stock certificates bearing the
Option Legend.
5. Covenants of Buyer.
5.1 Required Filings.
----------------
As promptly as practicable after the date of Exercise Notice,
Buyer will make all required filings, if any, to be made by him to consummate
the purchase of the Preferred Stock set forth on Schedule A, including all
filings under the HSR Act.
5.2 Covenant of Buyer Regarding Authorized Stock of the
Company.
During the period from July 15, 1998 through April 14, 1999,
Buyer agrees to vote the shares of Common Stock currently owned by Buyer as
directed by Sellers in connection with any proposal by the Company to increase
in the authorized shares of the Company's Common Stock or in favor of a reverse
stock split that will enable the Company to honor the conversion of the
Preferred Stock.
6. Conditions to Purchase of Shares.
Buyer's obligation to purchase the Preferred Stock or the Common Stock
following an Exercise Notice shall be conditioned upon (i) there being no
proceedings involving a challenge or seeking damages or relief in connection
with this Agreement or the transactions contemplated hereby or that might have
the effect of preventing, delaying, making illegal or otherwise interfering with
any of the transactions contemplated by this Agreement; (ii) receipt of an
opinion of counsel addressed to the Company confirming the validity of an
exemption from securities registration relating to the transfer from Sellers to
Buyer; (iii) Sellers' ability to deliver stock certificates representing the
Preferred Stock free and clear of all liens and encumbrances; (iv) delivery by
Sellers of an Assignment in form and substance reasonably acceptable to Buyer
and his counsel; and (v) receipt of all required consents, if any, including
governmental consents required under the HSR Act.
6
<PAGE>
7. General Provisions.
7.1 Expenses.
--------
Each party to this Agreement will bear its respective expenses
incurred in connection with the preparation, execution and performance of this
Agreement and the transactions contemplated hereby, including all fees and
expenses of agents, representatives, counsel and accountants.
7.2 Notices.
-------
All notices, consents, waivers and other communications
pursuant to or in connection with this Agreement shall be in writing and will be
deemed to have been duly given when (i) delivered by hand (with written
confirmation of receipt); (ii) sent by telecopier (with confirmation received),
or (iii) received by the addressee if sent by a nationally recognized overnight
delivery service (receipt requested); in each case to the appropriate address
and telecopier number set forth below, or such other addresses and telecopier
numbers as a party may designate by notice to the other parties.
Sellers:
Robert Cohen
1500 Hempstead Turnpike
East Meadow, New York 11554
Facsimile: (516) 390-2220
Stefanie Rubin
111 Deer Run
Roslyn Heights, New York 11577-1969
Facsimile: (516) 390-2220
Allyson Cohen
1500 Hempstead Turnpike
East Meadow, New York 11554
Facsimile: (516) 390-2220
Jeffrey Cohen
1500 Hempstead Turnpike
East Meadow, New York 11554
Facsimile: (516) 390-2220
Alan Cohen
1500 Hempstead Turnpike
7
<PAGE>
East Meadow, New York 11554
Facsimile: (516) 390-2220
Meryl Cohen
(individually and as custodian for
Gabrielle Cohen, Jaclyn Cohen,
Erica Cohen and Nicole Cohen)
3 Surrey Lane
Old Westbury, New York 11568
Facsimile: (516) 390-2220
Lenore Katz
1350 99th Street
Bay Harbor, Florida 33154
Facsimile: (516) 390-2220
Broadway Partners
Jeffrey Cohen, Partner
1500 Hempstead Turnpike
East Meadow, New York 11554
Facsimile: (516) 390-2220
Copy (which shall not constitute notice) to:
--------------------------------------------
Robert S. Matlin, Esq.
Camhy Karlinsky & Stein LLP
1740 Broadway, 16th Floor
New York, New York 10019
Facsimile: (212) 977-8389
Buyer:
Jack P. Casey
c/o Meridian
10220 River Road, Suite 115
Potomac, Maryland 20854
Facsimile No.: (301) 983-9012
7.3 Further Assurances.
------------------
The parties agree to furnish upon request to each other such
further information, to execute and deliver to each other such other documents,
and to do such acts and things, all as the other party may reasonably request
for the purpose of carrying
8
<PAGE>
out the intent of this Agreement and the documents and transactions contemplated
by this Agreement.
7.4 Entire Agreement and Modification.
---------------------------------
This Agreement constitutes a complete and exclusive statement
of the terms of the contractual relationships of the parties with respect to the
subject matter. This Agreement may not be amended except by written agreement
executed by the party to be charged with the amendment. The parties may not
assign any of their rights under this Agreement without the prior written
consent of the other party or parties, except that this restriction shall not be
deemed to prevent Buyer from selling, assigning, or otherwise transferring any
of the Preferred Stock or Common Stock underlying such Preferred Stock, provided
that Buyer has complied with his investment representations under Section 3.2 of
this Agreement. Subject to the preceding sentence, this Agreement will apply to
and be binding in all respects upon, and inure to the benefit of the successors
and permitted assigns of the parties. Nothing expressed or referred to in this
Agreement will be construed to give any person other than the parties to this
Agreement any legal or equitable right, remedy or claim under or with respect to
this Agreement or any provision of this Agreement. This Agreement and all of its
provisions and conditions are for the sole and exclusive benefit of the parties
and their successors and assigns.
7.5 Severability.
------------
If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid and unenforceable only in part or degree will remain and
full force and effect to the extent not held invalid or unenforceable.
7.6 Counterparts.
------------
This Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same
agreement.
7.7 Termination.
-----------
Notwithstanding any other provisions of this Agreement, in the
event that the Company asserts, by not later than 11:59 p.m. (Pacific Time) on
July 17, 1998 (the "July 17 Time"), the position that the grant of the Option to
Buyer or Buyer's exercise of the Option would trigger any type of shareholder
rights plan (or so called "poison pill") that the Company might purport to adopt
or to have adopted and either Buyer chooses (in his sole discretion) not to
contest such assertion or is unsuccessful in challenging such assertion, then
upon notice by Buyer to Sellers on or before the July 17 Time, this
9
<PAGE>
Agreement shall terminate and Sellers shall immediately return to Buyer such
portion of the Option Price paid to Sellers as of the date of such notice.
7.8 Headings.
Section and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
BUYER:
/s/ John P Casey
----------------------------------------
John P. Casey
SELLERS:
/s/ Robert Cohen
----------------------------------------
Robert Cohen
/s/ Stefanie Rubin
----------------------------------------
Stefanie Rubin
/s/ Allyson Cohen
----------------------------------------
Allyson Cohen
/s/ Jeffrey Cohen
----------------------------------------
Jeffrey Cohen
/s/ Alan Cohen
----------------------------------------
Alan Cohen
11
<PAGE>
/s/ Lenore Katz
Lenore Katz
BROADWAY PARTNERS
By /s/ Jeffrey Cohen
------------------------------------------
Jeffrey Cohen, Partner
/s/ Meryl Cohen
------------------------------------------
Meryl Cohen
/s/ Meryl Cohen
------------------------------------------
Meryl Cohen as custodian for Gabrielle Cohen
/s/ Meryl Cohen
------------------------------------------
Meryl Cohen as custodian for Jaclyn Cohen
/s/ Meryl Cohen
------------------------------------------
Meryl Cohen as custodian for Erica Cohen
/s/ Meryl Cohen
------------------------------------------
Meryl Cohen as custodian for Nicole Cohen
12
<PAGE>
SCHEDULE A
- ------------------------------------------- -----------------------------------
Name of Seller Number of Shares of
Preferred Stock
- ------------------------------------------- -----------------------------------
Robert Cohen Series A 416.373
Series B 100.738
Stefanie Rubin Series A 5.0
Series B 172.0
Allyson Cohen Series B 100.0
Jeffrey Cohen Series B 100.0
Alan Cohen Series B 100.0
Meryl Cohen Series B 100.0
Gabrielle Cohen Series A 50.0
Jaclyn Cohen Series A 50.0
Erica Cohen Series A 50.0
Nicole Cohen Series A 50.0
Lenore Katz Series A 104.1
Broadway Partners Series B 200.0
-------------------- ---------------
Total 1,598.211
