UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
December 31, 1999
(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 [ ].
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 280,606
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 280,606
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
280,606
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)
10.6%
14) Type of Reporting Person
IN
SCHEDULE 13D
AMENDMENT NO. 3
SPENCER D. LEHMAN
Item 1 Security and Issuer
$.004 par value Common Stock ("the Shares") of 1mage Software,
Inc. (the "Company"), 6025 S. Quebec Street, Suite 300,
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 December 31, 1999, Mr. Lehman had made two additional
purchases of 17,800 Shares with personal funds, and had earned
additional interest on two promissory notes issued by the
Company which were convertible into Shares which were not
reflected in his last Amendment. (See Item 5).
Item 4. Purpose of Transaction
The Shares were acquired for investment purposes.
(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) 280,606 Shares of Common Stock (10.6%) beneficially owned.
(b) Number of Shares as to which there is sole power to vote -
280,606; shared power to direct the vote - 0; sole power to
direct the disposition - 280,606; shared power to direct the
disposition - 0.
(c) Mr. Lehman purchased 7,500 Shares at $.75 per Share on
November 9, 1999, and 10,300 Shares at $.70 per Share on
November 17, 1999. On March 31, 1999, he converted his
convertible promissory note issued by the Company, with a face
value of $25,000, into 51,251 Shares which included interest
earned to date. On December 31, 1999, he converted his other
convertible promissory note issued by the Company, with a face
value of $50,000, into 111,986 Shares which included interest
earned to date.
(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
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: February 9, 2000 /s/Spencer D. Lehman
Spencer D. Lehman
