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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)*
IMGE, Inc.
(Name of Issuer)
Common Stock, $.05 par value
(Title Class of Securities)
449 684 10 9
(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue, New York, New York 10016-2097
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 21, 1996
(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 13d-1(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 1 of 7 pages
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SCHEDULE 13D
- ---------------------- -----------------
CUSIP No. 449 684 10 9 Page 2 of 7 Pages
- ---------------------- -----------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald I. Heller
###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF - See Item 3
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
842,761
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 842,761
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
858,079 shares (See Item 5(a))
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.88%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the common stock, $.05 par value (the "Common Stock"), of IMGE, Inc. (the
"Issuer"), a Delaware corporation, whose principal executive offices are located
at 285 Tanglewood Crossing, Lawrence, New York 11559.
The percentage of beneficial ownership reflected in this
Statement is based upon 17,600,477 shares of Common Stock outstanding on
September 10, 1996, which number has been obtained from the Issuer's Quarterly
Report on Form 10-Q for the fiscal period ended July 31, 1996.
Item 2. Identity and Background.
(a) Name: This statement is filed on behalf of
Ronald I. Heller ("Heller").
(b) Business Address: Heller has a business address of
c/o M.H. Meyerson & Co., Inc., 525 Washington Boulevard, 34th Floor,
Jersey City, New Jersey 07310.
(c) Principal Business: Heller is principally engaged in the investment
banking business for M.H. Meyerson & Co., Inc. ("Meyerson"), an investment
banking firm with its offices at 525 Washington Boulevard, 34th Floor,
Jersey City, New Jersey 07310.
(d) During the last five years, Heller has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Heller has not been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in any judgment, decree or final order against him enjoining him from
engaging in future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws, except that Heller consented to certain findings by the Market
Surveillance Committee ("MSC") of the National Association of Securities Dealers
("NASD"). Specifically, effective January 17, 1994, Heller consented to findings
that R.H. Damon & Co., Inc. ("RHD"), an investment banking firm of which Heller
was a principal, distributed shares of Star Classic, Inc. in violation of
certain NASD rules at a time when RHD acted as one of that public company's
common stock's numerous market makers. While it was noted that such violations
occurred without scienter on Heller's part and that the transactions in question
were made in a negotiated, large block transaction accomplished through the
over-the-counter market at prices believed by RHD to be the then current market
prices, the MSC stated that RHD was negligent to make such transactions without
first withdrawing from market making activities for the requisite period of
time. It was also found that certain of RHD's compliance procedures were
inadequate and, although Heller had passed the Series 24 principals'
examination, for a period of time before passing such examination, he served as
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the principal supervising RHD's trading. Heller consented to receiving a $20,000
fine, a two-week suspension from being associated with an NASD member firm in
any capacity and a two-month suspension from being associated with an NASD
member firm in a principal capacity, which latter suspension ended on March 17,
1994.
(f) Heller is a citizen of the United States.
Item 3. Source and Amount of Funds or other Consideration.
Heller used personal funds to purchase the securities, as are
described below in Item 5(c).
Item 4. Purpose of Transactions.
Heller has acquired the securities specified in Item 5(c) of
this Schedule 13D in order to obtain equity positions in the Issuer for
investment purposes. Heller may acquire or dispose of additional shares of the
Issuer depending upon market conditions. Heller has no present plans which
relate to or would result in: an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or any of its
subsidiaries; a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; any
material change in the present capitalization or dividend policy of the Issuer;
any other material change in the Issuer's business or corporate structure;
changes in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
causing a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or any action similar to the above.
Item 5. Interest in Securities of the Issuer.
(a) The Ronald I. Heller Individual Retirement Account ("IRA")
owns 842,761 shares of Common Stock. In July 1996, The Ronald I. Heller M/P/P/P
Account ("M/P/P/P Account"), which was previously reported as owning shares of
Common Stock, was consolidated into the IRA. Additionally, a custodial account
opened by Heller's wife for the benefit of Heller's son owns 15,318 shares of
Common Stock ("Custodial Account"). Although Heller disclaims any voting or
dispositive powers over the shares owned by the Custodial Account, Heller may be
deemed to beneficially own such shares pursuant to interpretations of the
Securities and Exchange Commission. Accordingly, Heller may be deemed to
beneficially own 858,079 shares of the Issuer's Common Stock, or approximately
4.88% of the outstanding shares of Common Stock.
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<PAGE>
(b) Heller has sole voting and dispositive powers over 842,761
shares of Common Stock described in Item 5(a). Heller's wife has sole voting and
dispositive powers over the 15,318 shares of Common Stock held in the Custodial
Account.
(c) The following transactions were effected since Heller's
prior filing on Schedule 13D:
(i) Transactions by IRA:
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------ ---------
12/06/95 Open Market Purchase 10,000 0.541
03/29/96 Open Market Purchase 53,000 0.502
06/11/96 Open Market Purchase 52,600 1.00
06/18/96 Open Market Sale 10,000 1.42
06/21/96 Open Market Sale 15,000 1.805
06/27/96 Open Market Sale 18,000 1.74
06/28/96 Open Market Sale 16,000 1.755
07/03/96 Open Market Sale 12,500 1.80
08/08/96 Open Market Purchase 53,500 1.034
08/08/96 Open Market Purchase 18,250 1.03125
08/26/96 Open Market Purchase 17,650 1.13
09/12/96 Open Market Sale 62,000 1.875
09/27/96 Open Market Sale 18,340 1.902
09/30/96 Open Market Sale 17,500 2.03125
10/18/96 Open Market Sale 20,000 2.075
10/21/96 Open Market Sale 25,000 2.09
10/21/96 Open Market Sale 30,000 2.21375
(ii) Transactions by M/P/P/P Account:
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- --------- ---------
05/21/96 Open Market Sale 5,000 0.9375
06/11/96 Open Market Sale 52,600 1.00
(d) Heller's wife has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, 15,318
shares of Common Stock owned by the Custodial Account.
(e) Heller ceased to be the beneficial owner of more than five
percent of the Issuer's Common Stock on October 21, 1996.
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Item 6. Contracts, Agreements, Understandings or
Relationships with Respect to Securities of Issuer.
Not Applicable.
Item 7. Materials to be Filed as Exhibits.
Not Applicable.
6 of 7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, it is certified that the information set forth in this statement is
true, complete and correct.
Dated: October 29, 1996
/s/Ronald I. Heller
------------------------
Ronald I. Heller
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