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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
<PAGE>
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
David S. Nagelberg
###-##-####
- -------------------------------------------------------------------------------
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
166,830
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 551,875
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 166,830
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
551,875
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
736,355 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)
4.18%
- -------------------------------------------------------------------------------
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 David S.
Nagelberg ("Nagelberg").
(b) Business Address: Nagelberg 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: Nagelberg 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, Nagelberg has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Nagelberg 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.
(f) Nagelberg is a citizen of the United States.
Item 3. Source and Amount of Funds or other Consideration.
Nagelberg used personal funds to purchase the securities, as
are described below in Item 5(c).
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<PAGE>
Item 4. Purpose of Transactions.
Nagelberg 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. Nagelberg may acquire or dispose of additional shares of
the Issuer depending upon market conditions. Nagelberg 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 David S. Nagelberg Individual Retirement Account
("IRA") owns 166,830 shares of Common Stock. In July 1996, The David S.
Nagelberg Profit Sharing Plan and The David S. Nagelberg Pension Plan, each of
which were previously reported as owning shares of Common Stock, were
consolidated into the IRA. Additionally, Nagelberg and his wife jointly own
551,875 shares of Common Stock and Nagelberg's wife owns 17,650 shares of Common
Stock individually. Although Nagelberg disclaims any voting or dispositive power
over the shares held by his wife individually, Nagelberg may be deemed to
beneficially own such shares pursuant to interpretations of the Securities and
Exchange Commission. Accordingly, Nagelberg may be deemed to beneficially own
736,355 shares of the Issuer's Common Stock, or approximately 4.18% of the
outstanding shares of Common Stock.
(b) Nagelberg has sole voting and dispositive powers over the
166,830 shares of Common Stock owned by the IRA. Nagelberg and his wife share
voting and dispositive powers over the 551,875 shares of Common Stock held by
them jointly. Nagelberg's wife has sole voting and dispositive power over the
17,650 shares held by her individually.
(c) The following transactions were effected since Nagelberg's
prior filing on Schedule 13D:
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<PAGE>
(i) Transactions by IRA:
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- --------- ---------
07/26/96 Open Market Sale 6,645 1.235
08/08/96 Open Market Purchase 18,250 1.03125
08/08/96 Open Market Purchase 53,500 1.034
09/12/96 Open Market Sale 62,000 1.875
09/27/96 Open Market Sale 37,500 1.902
09/30/96 Open Market Sale 17,500 2.03125
10/09/96 Open Market Sale 17,500 2.0625
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
10/22/96 Open Market Sale 25,900 2.646
(ii) Transactions by Profit Sharing Plan:
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- -------- ---------
03/29/96 Open Market Purchase 53,000 0.502
06/03/96 Open Market Sale 15,500 0.99
06/18/96 Open Market Sale 10,000 1.42
(iii) Transactions by Pension Plan:
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- --------- ---------
05/21/96 Open Market Sale 5,000 0.9375
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
07/09/96 Open Market Sale 11,000 1.82
5 of 7
<PAGE>
(d) Nagelberg's wife has the sole right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
17,650 shares of Common Stock that she owns individually, and Nagelberg and his
wife share the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, 551,875 shares of Common Stock that they
own jointly.
(e) Nagelberg ceased to be the beneficial owner of more than
five percent of the Issuer's Common Stock on September 30, 1996.
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/David S. Nagelberg
--------------------------
David S. Nagelberg
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