UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Image Software, Inc.
(Name of Issuer)
Common Stock, $.004 par value)
(Title of Class of Securities)
45244 M 102
(CUSIP Number)
S. Lee Terry, Jr.
Gorsuch Kirgis L.L.C.
1401 17th Street, Suite 1100
Denver, Colorado 80202
(303) 299-8913
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 31, 1996
(Date of Event which Requires Filing of this Statement)
CUSIP No. 45244 M 102
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Spencer D. Lehman
2) Check the Appropriate Box if a Member of a Group*
(a)
(b)
3) SEC USE ONLY
4) Source of Funds
PF, SC
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.
Number of Shares 7) Sole Voting Power 152,569
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 152,569
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
152,569
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
<PAGE>
SCHEDULE 13D
SPENCER D. LEHMAN
Item 1 Security and Issuer
$.004 par value Common Stock ("the Shares") of Image Software, Inc.
(the "Company"), 6486 S. Quebec, Englewood, Colorado 80111
Item 2 Identity and Background
(a) Name: Spencer D. Lehman
(b) Business 1250 Fourth Street
Address: Santa Monica, California 90401
(c) Principal
Occupation: Registered Representative
Drake Capital
1250 Fourth Street
Santa Monica, California 90401
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: U.S.
Item 3. Source and Amount of Funds or Other Consideration
On May 31, 1996, the Board of Directors of the Company accepted an
offer from Mr. Lehman to purchase 75,000 Shares at $1.00 per Share.
The 75,000 Shares were acquired with personal funds in the amount of
$300 and a promissory note to the Company for the balance of $74,700
due and payable on May 31, 1997.
Item 4. Purpose of Transaction
The Shares were acquired for investment purposes.
(a) Mr. Lehman has two convertible promissory notes issued by the
Company which are convertible into 60,000 Shares (33,334 at $1.50
per share and 26,666 at $.9375 per share).
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer
(a) 152,569 Shares of Common Stock (7.2%) beneficially owned, which
includes two convertible promissory notes convertible into 60,000
Shares.
(b) Number of Shares as to which there is sole power to vote -
152,569; shared power to direct the vote - 0; sole power to direct the
disposition - 152,569; shared power to direct the disposition - 0.
(c) See Item 3.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
See Item 3.
Item 7. Material to be filed as Exhibits
Promissory Note.
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.
Date: 6-10-96 /s/ Spencer D. Lehman
Spencer D. Lehman
<PAGE>
EXHIBIT A
PROMISSORY NOTE
$74,700.00 May 31, 1996
FOR VALUE RECEIVED, the undersigned, Spencer D. Lehman (referred to
herein as "Maker"), hereby promises to pay to the order of Image Software, Inc.,
its successors and assigns ("Payee") at 6486 S. Quebec Street, Englewood,
Colorado 80111 or at such other place as the holder hereof may from time to time
designate in writing, the principal sum of Seventy-Four Thousand Seven Hundred
Dollars and No Hundredths ($74,700.00), with interest on the unpaid principal
balance from May 31, 1996, until paid, at the rate of Eight and One Quarter
percent (8.25%) per annum. Unless earlier paid, the entire principal amount
outstanding and accrued interest thereon, shall be due and payable on August 18,
1997.
Maker shall have the right to prepay the principal amount and any
accrued interest in part or in full, without penalty, of this Promissory Note at
any time or times. Payments received for application to this Promissory Note
shall be applied first to the payment of accrued interest and the balance
applied in reduction of the principal amount hereof. Any partial prepayment
shall not postpone the due date.
The Maker of this Promissory Note has the right to extend the due date
of this Promissory Note for one additional year from August 18, 1997 to August
18, 1998, if the 75,000 shares of the Payee's Common Stock purchased by Maker of
even date herewith are not available for resale by Maker under Rule 144 of the
Securities Act of 1933 and have not been registered under that Act on or before
May 31, 1997. If such resale is available under Rule 144 or the shares have
been registered on or before August 18, 1997, then Maker has no right to extend
the due date beyond August 18, 1997.
In the event the interest provisions hereof or any exactions provided
for herein shall result, because of the reduction of principal, or for any
reason at any time during the life of this loan, in an effective rate of
interest which, for any month, transcends the limit of the usury or any other
law applicable to the loan evidenced hereby, all sums in excess of those
lawfully collectible as interest for the period in question shall, without
further agreement or notice between or by any party hereto, be applied to
reduction of the outstanding principal balance upon receipt of such moneys by
the Payee hereof, with the same force and effect as though the payment had
specifically designated such extra sums to be so applied to principal.
This Promissory Note is delivered as a part of a business transaction
and not in connection with a consumer purchase.
The Maker and all endorsers, guarantors and all persons liable or to
become liable on this Promissory Note waive presentment, protest and demand,
notice of protest, demand and dishonor and nonpayment of this Promissory Note,
and agree that at any time and from time to time without notice, the terms of
the payment herein may be modified, changed or exchanged by agreement between
the holder hereof and Maker or any successors in title to Maker without in any
wise effecting the liability of any party to this instrument or any person
liable or to become liable with respect to any indebtedness evidenced hereby.
No delay or omission on the part of the holder hereof in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Promissory Note. A waiver on one occasion shall not be construed as a bar
to or waiver of any such right and/or remedy on any future occasion.
The validity and construction of this Promissory Note and all matters
pertaining hereto are to be determined in accordance with the laws of the State
of Colorado. Maker and all endorsers, guarantors and other persons liable or to
become liable hereunder agree that in the event of default, this Promissory Note
may be enforced in any court of competent jurisdiction in the State of Colorado,
and all such persons do hereby submit to the jurisdiction of such court
regardless of their residence or where this Promissory Note or any endorsement
or guarantee hereof may be executed.
IN WITNESS WHEREOF, Maker has executed this Promissory Note effective
as of the date first hereinabove set forth.
/s/ Spencer D. Lehman
Spencer D. Lehman
c/o Drake Capital
1250 Fourth Street
Santa Monica, California 90401
Address
