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 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)
December 18, 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 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 203,700
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 203,700
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
203,700
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)
8.5%
14) Type of Reporting Person
IN
SCHEDULE 13D/A
AMENDMENT NO. 1
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 December 18, 1998 represent options to
purchase 75,000 Shares granted to Ms. DeYoung by the Company's
Compensation Committee at an exercise price of $.344 per Share.
Item 4. Purpose of Transaction
The options were granted to Ms. DeYoung as part of her total
compensation package for her services as Vice President and
Chief Financial Officer of the Company.
(a) None.
(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) 203,700 Shares of Common Stock (8.5%) beneficially owned
(based on the 2,203,019 Shares reported to be outstanding
on November 6, 1998 in the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1998),
which includes 3,900 Shares owned indirectly for a minor
child under the Uniform Gifts to Minors Act, and options to
purchase 199,800 Shares exercisable within 60 days of
November 6, 1998. Excludes the following held by spouse as
to which beneficial ownership is disclaimed by Ms. DeYoung:
184,031 Shares owned directly, 100,000 Class A Warrants to
purchase 100,000 Shares and options to purchase 432,375
Shares exercisable within 60 days of November 6, 1998.
(b) Number of Shares as to which there is sole power to vote -
203,700; shared power to direct the vote - 0; sole power to
direct the disposition - 203,700; shared power to direct
the disposition - 0.
(c) (i) November 16, 1998: Open market sale of 125 shares at
$.50 per Share.
(ii) December 18, 1998: Grant of options to purchase
75,000 Shares at an exercise price of $.344 by the
Company's Compensation Committee.
(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: January 5, 1999 /s/Mary Anne DeYoung
Mary Anne DeYoung
