AFFINITY ENTERTAINMENT INC
SC 13D, 1996-11-19
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       -----------------------------------


                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1 )*

                          Affinity Entertainment, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   008 26P 106
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


            William J. Bosso, President, Affinity Entertainment Inc.
              15310 Amberly Drive, Suite 370, Tampa, Florida 33647
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                    10/22/96
- --------------------------------------------------------------------------------
             (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 the statement / /. (A fee is
not required only if the reporting person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d1(a)  for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

<PAGE>


                                  SCHEDULE 13D



- -------------------------                          -----------------------------
CUSIP No.    008 26P 106                            Page   2   of          Pages
- -------------------------                          -----------------------------

- --------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      William J. Bosso
- --------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) / /
                                                                         (b) /X/

- --------------------------------------------------------------------------------
3     SEC USE ONLY


- --------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

              PF
- --------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 
      2(d) or 2(E)                                                          /  /

- --------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

                  USA
- --------------------------------------------------------------------------------

                           7     SOLE VOTING POWER
        NUMBER OF
         SHARES                           279,000
      BENEFICIALLY
        OWNED BY
          EACH
        REPORTING
         PERSON
          WITH
                         -------------------------------------------------------
                           8     SHARED VOTING POWER

                                          -0-
                         -------------------------------------------------------
                           9     SOLE DISPOSITIVE POWER

                                          279,000
                         -------------------------------------------------------

                                          -0-

- --------------------------------------------------------------------------------

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  279,000
- --------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   
                                                                             / /


- --------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  3.3%
- --------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON*

                  IN
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>



Item 1.  Security and Issuer

Title of the class of equity securities: AFTY Common stock.

Address of Issuer: Affinity Entertainment, Inc., 15310 Amberly Drive, Suite 370,
Tampa, FL 33647

Item 2.  Identity and Background

         (a)      Name: William J. Bosso

         (b)      Residence or business address: 15310 Amberly Drive, Suite 370,
                  Tampa, FL 33647

         (c)      Present   principal   occupation  or  employment:   President,
                  Secretary and Director

         (d)      No

         (e)      No

         (f)      U.S.

Item 3.  Source and Amount of Funds or Other Consideration

         Since the date of his last filing of a Schedule 13D, Mr. Bosso acquired
125,000  additional shares of common stock of the Company by exercising  options
pursuant to an employee  incentive plan. These options were exercised at a price
of  $1.00/share.  The Company  paid for the  exercise of Mr.  Bosso's  shares in
exchange  for  cancellation  of debt owed to Mr.  Bosso by the Company for loans
made to the Company by Mr. Bosso.

         The  source  of funds is not  applicable  to  disposition  of shares of
common stock of the Company by Mr. Bosso.


Item 4.  Purpose of Transaction

         The acquisition of securities of the issuer described above is a result
of the exercise of employee  incentive stock options granted to Mr. Bosso in his
employment contract.

         (a)      The reporting person may acquire additional shares pursuant to
                  options to  purchase  750,000  shares at prices  ranging  from
                  $1.33 per share to $2.00  per share  over the next four  years
                  pursuant to employee  incentive  stock options  granted in his
                  employment  contract and an additional 10,000 shares of common
                  stock at $8.50 per share granted  pursuant to his service as a
                  director of the Company.

         (b)      No plans                           (g)      No changes

         (c)      No plans                           (h)      No plans

         (d)      No plans                           (i)      None

         (e)      No plans                           (j)      None

         (f)      No plans


<PAGE>

Item 5.  Interest in Securities of the Issuer

         (a)      Mr. Bosso owns 279,000 shares of common stock,  or 3.3% of the
                  outstanding  Common  Stock of the Company.  In  addition,  Mr.
                  Bosso  owns  7,800   shares  of  Series  B   Preferred   Stock
                  convertible into  approximately  26,000 shares of Common Stock
                  of the  Company.  Mr.  Bosso  also holds  options to  purchase
                  750,000 shares of the Company  pursuant to employee  incentive
                  stock  options  granted  in  his  employment  contract  and an
                  additional  10,000  shares of common  stock at $8.50 per share
                  granted pursuant to his service as a director of the Company.

         (b)      Mr. Bosso has the sole power to vote 279,000  shares of Common
                  Stock of the Company.  If exercised,  he will hold sole voting
                  power  over all  shares  exercised  pursuant  to the  employee
                  incentive stock options described above.

         (c)      During  the last  sixty  days,  Mr.  Bosso has sold a total of
                  103,000  shares of Common Stock of the Company.  More specific
                  information about the transactions is as follows:

 
                         Date                            # Shares
                         ----                            --------

                    October 22, 1996                      30,000
                    October 22, 1996                       3,000
                    October 22, 1996                       4,000
                    October 22, 1996                      50,000
                    October 25, 1996                       2,500
                    October 25, 1996                       2,500
                    October 25, 1996                       2,500
                    October 25, 1996                       2,500
                    October 25, 1996                       3,500
                    October 25, 1996                       5,000


         (d)      No such person exists.

         (e)      January 30, 1996.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer.

                  None.

Item 7.  Material to Be Filed as Exhibits

                  None.


                                   SIGNATURES


         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.


                                           BY /s/  William J. Bosso
                                              --------------------------
                                                   William J. Bosso




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