UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
1mage 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)
April 28, 1997
(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 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
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 198,183
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 198,183
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
198,183
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)
8.8%
14) Type of Reporting Person
IN
SCHEDULE 13D/A
AMENDMENT NO. 1
SPENCER D. LEHMAN
Item 1 Security and Issuer
$.004 par value Common Stock ("the Shares") of 1mage 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
As of April 28, 1997, with six additional purchases with
personal funds of an aggregate of 11,500 Shares by Mr. Lehman
and interest earned on two promissory notes from the Company
convertible into 92,614 Shares (See Item 4), there was a
cumulative increase in the number of beneficial Shares owned.
Item 4. Purpose of Transaction
The Shares were acquired for investment purposes.
(a) Mr. Lehman has two convertible promissory notes issued by
the Company, one with a face value of $50,000 plus interest
convertible as of December 31, 1996 into 80,000 Shares at
$1.00 per Share, and another with a face value of $25,000
plus interest convertible as of December 31, 1996 into
12,614 Shares 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) 198,183 Shares of Common Stock (8.8%) beneficially owned
(based on the 2,147,563 Shares reported to be outstanding on May
9, 1997 in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1997), which includes two
convertible promissory notes convertible into 92,614 Shares as
of December 31, 1996.
(b) Number of Shares as to which there is sole power to vote -
198,183; shared power to direct the vote - 0; sole power to
direct the disposition - 198,183; shared power to direct the
disposition - 0.
(c) Mr. Lehman purchased 1,500 Shares at $1.05 per Share on
November 25, 1996, 3,000 Shares at $1.05 per Share on December
11, 1996, 2,000 Shares at $1.05 per Share on December 27, 1996,
1,500 Shares at $1.04 per Share on January 7, 1997, 2,000 Shares
at $0.9875 per Share on March 19, 1997, 1,500 Shares at $1.00
per Share on April 21, 1997, 1,500 Shares at $1.00 on April 28,
1997, all of which transactions were in the open market.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
See Item 4.
Item 7. Material to be filed as Exhibits
Promissory Note with a face value of $25,000.
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: 5-28-97 /s/Spencer D. Lehman
Spencer D. Lehman
APPENDICES
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, BY REASON OF SPECIFIC
EXEMPTIONS THEREUNDER AND CANNOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED
THEREUNDER OR UNLESS APPLICABLE EXEMPTIONS THEREFROM ARE AVAILABLE
CONVERTIBLE PROMISSORY NOTE
Image Software, Inc.
Englewood, Colorado
$25,000.00 August 18, 1995
FOR VALUE RECEIVED, IMAGE SOFTWARE, INC., a Colorado corporation
(the "Maker"), hereby promises to pay to the order of PAINEWEBBER AS IRA
CUSTODIAN FOR SPENCER D. LEHMAN (the "Holder") on or before August 18,
1997, the principal sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000),
together with interest on the unpaid balance accruing at a rate equal to
10% per annum to be paid on maturity.
At any time before this Note becomes due pursuant to the terms
hereof, the outstanding unpaid principal amount of this Note, and accrued
and unpaid interest thereon, in accordance with, and subject to, the terms
and conditions of this Note and the Agreement (as hereinafter defined),
may be converted, at the election of the Holder, into the number of shares
of the Company's common stock ("Common Stock") equal to the quotient of
(x) the unpaid principal amount of the Holder's Note plus any interest
then accrued divided by (y) $.9375 per share, such price being the closing
market price of the Common Stock on August 17, 1995, discounted by 25%.
No fractional share of Common Stock will be issued upon
conversion of this Note. In lieu of any fraction of a share of Common
Stock to which the Holder would otherwise be entitled, the Maker will pay
the cash value of such fraction, based on the rate specified above. In
order to effect conversion of this Note into shares of Common Stock, the
Holder of this Note shall surrender this Note, duly endorsed, together
with a written request to convert this Note to Common Stock at the
principal offices of the Maker or any transfer agent for its securities
(as the case may be). At its expense, the Maker shall, as soon as
practicable thereafter, issue and deliver to such holder at such principal
office, an instrument evidencing the issuance of such Common Stock to
which such holder is entitled upon such conversion (bearing such legends
as may be required, in the opinion of legal counsel of the Company, by
applicable state and federal securities laws), together with any cash
amounts payable in lieu of the issuance of a fraction of a share of Common
Stock as described in this paragraph. Conversion shall be deemed to have
been made on the date the request to convert and the duly endorsed Note
are received at the principal offices of the Maker or an appropriate
transfer agent, and the Holder of this Note entitled to receive the Common
Stock issuable upon such conversion shall be treated for all purposes as
the record holder of such securities on such date. All Common Stock
issued upon conversion of this Note shall be duly authorized, fully-paid
and non-assessable.
In case the Note shall not be paid in full whenever it shall
become due, the Maker agrees to pay all costs and expenses of collection,
including reasonable attorneys' fees. At any time when this Note shall be
due and unpaid, the principal amount, and any interest due on this Note
but unpaid, shall bear interest at a rate equal to the lower of (i) 13%
per annum or (ii) the highest rate permissible under applicable law.
This Note is issued pursuant to and is entitled to the benefits
of a certain Note Purchase Agreement, dated as of August 18, 1995, by and
among the Maker and the Purchasers identified on Schedule I thereto (as
amended and in effect from time to time, hereinafter referred to as the
"Agreement") and each Holder of this Note, by his acceptance hereof agrees
to be bound by the provisions of the Agreement.
This Note may be prepaid by the Maker at any time without
premium or penalty, provided that, if the Maker elects to prepay, Holder
shall have the right to elect to convert this Note to Common Stock in lieu
of receiving cash payment.
No delay or omission on the part of the Holder in exercising any
right hereunder shall operate as a waiver of such right or of any other
right of such Holder, nor shall any such delay, omission or waiver on any
one occasion be deemed a bar to or waiver of the same or any other right
on any future occasion. The Maker and all endorsers and guarantors of
this Note hereby waive presentment, demand, notice of nonpayment, protest
and all other demands and notices in connection with the delivery,
acceptance, performance or enforcement of this Note.
All rights and obligations hereunder shall be governed by the
laws of the State of Colorado.
IN WITNESS WHEREOF, the Maker has caused this Note to be issued
as of the date first written above.
IMAGE SOFTWARE, INC.
By: /s/David R. DeYoung
David R. DeYoung, President
(S E A L)
Attest:
/s/Mary Anne DeYoung
