UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
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 LLP
Tower I, Suite 1000
1515 Arapahoe Street
Denver, Colorado 80202
(303) 376-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 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 Sections 240.13d-1(e), 240.13d-1(f), or
240.13d-1(g), check the following box [ ].
CUSIP No. 45244 M 102
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mary Anne DeYoung
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 114,925
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 114,925
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
114,925
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)
5.1%
14) Type of Reporting Person
IN
SCHEDULE 13D
MARY ANNE DEYOUNG
Item 1 Security and Issuer
$.004 par value Common Stock ("the Shares") of 1mage Software,
Inc. (the "Company"), 6486 S. Quebec Street, Englewood, Colorado
80111
Item 2 Identity and Background
(a) Name: Mary Anne DeYoung
(b) Business 6486 S. Quebec Street
Address: Englewood, Colorado 80111
(c) Occupation: Vice President Finance and Chief
Financial Officer
1mage Software, Inc.
6486 S. Quebec Street
Englewood, Colorado 80111
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: U.S.
Item 3. Source and Amount of Funds or Other Consideration
Securities acquired November 26, 1997 represent options to
purchase Shares. The Compensation Committee granted Ms. DeYoung
options to purchase 65,000 Shares with an exercise price of
$.625 per Share.
Item 4. Purpose of Transaction
The options were granted to Ms. DeYoung as part of her total
compensation package for service as Vice President and Chief
Financial Officer of the Company.
(a) On November 26, 1997, Ms. DeYoung was granted options to
purchase 65,000 Shares, which, when combined with the vesting of
an additional 12,000 options to purchase Shares on December 16,
1997, caused a cumulative increase in the number of beneficial
Shares owned by her to more than 5% of the outstanding Shares of
the Company.
(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) 114,925 Shares of Common Stock (5.1%) beneficially owned (based
on the 2,142,845 Shares reported to be outstanding on May 1,
1998 in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1998), which includes options to
purchase 114,800 Shares, of which 2,800 will expire on May 28,
1998. Does not include options to purchase an additional 10,000
Shares which will vest on December 16, 1998. Excludes the
following held by spouse as to which beneficial ownership is
disclaimed by Ms. DeYoung: 198,956 Shares owned directly,
100,000 Class A Warrants to purchase Shares, 317,375 stock
options exercisable within 60 days of May 1, 1998, and 6,075
Shares indirectly owned through a general partnership.
(b) Number of Shares as to which there is sole power to vote -
114,925; shared power to direct the vote - 0; sole power to
direct the disposition - 114,925; shared power to direct the
disposition - 0.
(c) None.
(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
None.
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: May 20, 1998 /S/Mary Anne DeYoung
Mary Anne DeYoung
