SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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 that 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
David R. 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 616,331
Beneficially Owned 8) Shared Voting Power 6,075
By Each Reporting 9) Sole Dispositive Power 616,331
Person With 10) Shares Dispositive
Power 6,075
11) Aggregate Amount Beneficially Owned by Each Reporting Person
622,406
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)
25.3%
14) Type of Reporting Person
IN
AMENDMENT NO. 3 TO
SCHEDULE 13D FOR
DAVID R. DEYOUNG
Item 1 Security and Issuer
(a) $.004 par value Common Stock (the "Shares") of 1mage
Software, Inc., 6486 S. Quebec Street, Englewood, Colorado 80111
Item 2 Identity and Background
(a) Name: David R. DeYoung
(b) Business 6486 S. Quebec Street
Address: Englewood, Colorado 80111
(c) Occupation: President, Chief Executive Officer and Director
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 represent options to purchase Shares.
Item 4 Purpose of Transaction
The options were granted to Mr. DeYoung as part of his total
compensation package for services as President of the Company.
Item 5 Interest in Securities of the Issuer
(a) In Mr. DeYoung's last filing, he reported sole voting power
as to 465,271 Shares. As of May 1, 1998, Mr. DeYoung
beneficially owns 622,406 Shares (25.3% of the outstanding
Shares based on the 2,142,845 Shares reported to be outstanding
on May 1, 1998 in the Issuer's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1998) of which 317,375 are
stock options, of which 5,375 stock options will expire on May
28, 1998, and 100,000 are Class A Warrants exercisable within 60
days of May 1, 1998. In addition, Mr. DeYoung indirectly owns
6,075 Shares because he owns 11.75% of Comlease, a Colorado
general partnership, which directly owns 51,701 Shares. Does
not include options to purchase an additional 20,000 Shares
which will vest on December 16, 1998. Also, pursuant to Mr.
DeYoung's employment agreement, if his employment is terminated
for any reason other than for cause, he is entitled to receive a
grant, at the fair market value of the Common Stock on the date
of grant, of a sufficient number of ten year options as are
necessary to permit him to retain the same percentage of
beneficial ownership in the Company as he held on December 16,
1996. Excludes the following held by spouse as to which
beneficial ownership is disclaimed by Mr. DeYoung: 125 Shares
owned directly and 114,800 stock options exercisable within 60
days of May 1, 1998.
(b) (i) sole power to vote 616,331; (ii) shared power to vote
6,075; (iii) sole power to dispose 616,331; (iv) shared
power to dispose 6,075.
(c) (i) September 4, 1996: Compensation Committee of the
Board of Directors made a grant of 30,000 options to purchase
Common Stock exercisable at $1.125 per Share;
(ii) December 16, 1996: Compensation Committee of the
Board of Directors made a grant of 60,000 options to purchase
Common Stock exercisable at $0.844 per Share;
(iii) December 16, 1996: Expiration of options to
purchase 2,000 options to purchase Common Stock at $2.125 per
Share;
(iv) December 16, 1996: Compensation Committee of the
Board of Directors made a grant of 4,000 options to purchase
Common Stock exercisable at $0.75 per Share;
(v) January 9, 1997: Comlease, a Colorado general
partnership, of which Mr. DeYoung owns an 11.75% interest, sold
an aggregate of 24,385 Shares at $1.00 per share, which amounted
to a sale of 2,865 Shares attributed to Mr. DeYoung;
(vi) June 26, 1997: Compensation Committee of the Board
of Directors made a grant of 8,000 options to purchase Common
Stock exercisable at $0.625 per Share; and
(vii) November 26, 1997: Compensation Committee of the
Board of Directors made a grant of 80,000 options to purchase
Common Stock exercisable at $0.625 per Share.
(d) None.
(e) Not Applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None
Item 7 Material to Be Filed as Exhibits
Exhibit 10 - President Employment Agreement between David R.
DeYoung and the Company dated November 1, 1996 filed as an Exhibit to the
Company's Form 10-K for the period ended December 31, 1996 and
incorporated by reference herein.
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 21, 1998 /s/David R. DeYoung
David R. DeYoung
