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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
COMC, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
12614F 10 9
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(CUSIP Number)
Scott C. Smith, Esq.
Landels Ripley & Diamond, LLP
350 The Embarcadero
San Francisco, CA 94105-1250
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 17, 1998
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(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 subject of this Schedule 13D, and is filing this
statement 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: / /
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles E. Lincoln and Carolyn D. Lincoln, Trustees of the Lincoln
Family Trust (the "Trust")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO(1)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) ---
6. CITZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 10,841,558 shares
WITH
9 SOLE DISPOSITIVE POWER
3,623,376
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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(1) The Trust was a 50% shareholder of ICF Communication Systems, Inc. ("ICF"),
which merged into and with a wholly owned subsidiary of the Company on or
about August 17, 1998. In return for the Trust's consent to the merger, and
the surrender of all of its stock in ICF, the Trust received stock in
Company, as described herein.
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3,623,376 shares (includes 376,623 shares of which
Charles Lincoln, Trustee of the Lincoln
Family Trust, has a right to purchase upon
exercise of options that are currently
exercisable(2) and excludes 10,435,324 shares
beneficially owned by third parties that are
subject to a stockholders agreement).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14. TYPE OF REPORTING PERSON
OO(3)
Item 1. Security and Issuer
Common Stock, $.01 par value.
COMC, Inc. (the "Company")
400 North Glenoaks Boulevard
Burbank, California 91502
Item 2. Identity and Background
1. (a) Name:
Charles E. Lincoln and Carolyn D. Lincoln,
Trustees of the Lincoln Family Trust
(the "Trustees")
(b) Residence (of Trustees):
2840 Howe Road, Suite D
Martinez, CA 94553-4000
(c) Principal Occupation and Business Address:
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(2) Immediately upon exercise of these options, Mr. Lincoln will assign and
transfer any and all Company stock acquired to the Trust.
(3) Living Trust
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Occupation: Charles E. Lincoln, Trustee of
the Trust, is the President
and CEO of the Company
Address: 2840 Howe Road, Suite D
Martinez, CA 94553-4000
(d) Criminal Convictions: None
(e) Civil Proceedings: None
(f) Citizenship: United States
The Trust may be deemed to be a member of a group by virtue of the fact that it
is a party to a stockholders agreement with John Ackerman, the Chairman of the
Company and ICF Communication Solutions, Inc., a wholly owned subsidiary of the
Company ("ICF"), William M. Burns and Nellie J. Burns, Trustees of the Burns
Family Trust (the "Burns Trust"), Christopher R. Smith, the Chief Financial
Officer of the Company, and the Company. The Trust disclaims any obligation to
report with respect to such other persons.
Item 3. Source and Amount of Funds or Other Consideration.
On August 17, 1998, the Company acquired ICF pursuant to an Agreement
and Plan of Merger (the "Agreement"). Pursuant to the terms of the Agreement,
the Trust, which was one of the two shareholders of ICF, contributed all its
shares of stock in ICF to a subsidiary of the Company in exchange for 3,246,753
shares of Common Stock in the Company, valued at $1.386 per share.
On August 10, 1999, Mr. Lincoln was granted an option to purchase
376,623 shares of Common Stock at a price of $.08 per share. All of such options
shall be funded by the Company from an aggregate of 3,651,948 shares of Common
Stock contributed to the Company by Mr. Ackerman on August 10, 1999.
Item 4. Purpose of Transaction.
The Trust initially acquired stock in the Company pursuant to the
Agreement. Mr. Lincoln acquired an option to purchase an additional 376,623
shares of Common Stock at a price of $.08 per share as a part of the
restructuring of certain Company debt obligations to Mr, Lincoln, and as
consideration for Mr. Lincoln's consent to the extension of the repayment term
for such debt obligations.
It is anticipated that the Company will incorporate an entity in the
State of Delaware and then merge into such entity such that the Company will
become a Delaware corporation. In addition, as soon as practicable, the Company
plans to fill a vacancy on the Board of Directors in order to bring the number
of directors of the Company back to the currently authorized five members.
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The Trust reserves the right to increase its beneficial ownership
through the acquisition of additional shares of Common Stock and to sell all or
a portion of its shares in the over-the-counter market, or in privately
negotiated sales.
Except for the foregoing, the Trust does not have a plan or proposal
which relates to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) 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;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
(h) 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;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in the Securities of the Issuer.
(a) The Trust beneficially owns 3,623,376 shares of Common Stock
(approximately 17.7% of the shares outstanding), consisting of 3,286,753 shares
which the Trust owns directly,
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and 376,623 shares subject to an option in favor of Mr. Lincoln, Trustee of the
Trust, which is currently exercisable. This amount excludes 10,435,324 shares of
Common Stock beneficially owned by Messrs. Ackerman and Smith, and the Burns
Trust, all of which are subject to the stockholders Agreement described in Item
2. To the best knowledge of the Trustees: (i) Mr. Ackerman beneficially owns
3,333,052 shares of Common Stock (approximately 16.6% of the shares
outstanding), all of which he owns directly, (ii) the Burns Trust beneficially
owns 3,623,376 shares of Common Stock (approximately 17.7% of the shares
outstanding), consisting of 3,246,753 shares which the Burns Trust owns directly
and 376,623 shares subject to an option which is currently exercisable, and
(iii) Mr. Smith beneficially owns 3,478,896 shares of Common Stock
(approximately 15.4% of the shares outstanding), consisting of 200,000 shares
which he owns directly, 815,000 shares which he has power to vote pursuant to
irrevocable proxies granted to Mr. Smith, and 2,463,896 shares subject to an
option which is currently exercisable by Mr. Smith.
(b) The Trust does not have the sole power to vote any shares of Common
Stock, but has the sole authority to dispose or direct the disposition of
3,246,753 shares of Common Stock. To the knowledge of the Trustees, Messrs.
Ackerman and Smith, and the Burns Trust do not have the sole power to vote any
shares of Common Stock, but have the sole authority to dispose or direct the
disposition of 3,333,052, 3,246,753 and 200,000 shares of Common Stock,
respectively. Messrs. Smith and Ackerman, the Burns Trust and the Trust have
shared power to vote 10,841,558 shares of Common Stock, by virtue of the
Stockholders Agreement described in Item 2, but do not share dispositive power
with respect to any shares.
(c) Other than the transactions set forth herein, the Trustees, and to
the best of the Trustees' knowledge, Messrs. Ackerman and Smith and the Burns
Trust have not effected any transaction in the shares of Common Stock during the
past sixty (60) days.
(d) The Trust owns and presently has the right to receive dividends on
3,246,753 shares of Common Stock. To the best of the Trustees' knowledge: (i)
Mr. Ackerman owns and presently has the right to receive dividends on 3,333,052
shares of Common Stock; (ii) the Burns Trust owns and presently has the right to
receive dividends on 3,246,753 shares of Common Stock and; (iii) Mr. Smith owns
and presently has the right to receive dividends on 200,000 shares of Common
Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
(i) The Agreement; (ii) a stock option agreement by and
between the Company and Mr. Lincoln; (iii) the Stockholders Agreement, dated
August 10, 1999, among the Company, the Trust, Messrs. Smith and Ackerman, and
the Burns Trust; and (iv) a registration rights agreement, dated August 10,
1999, among the Company, Mr. Lincoln and Messrs. Smith, Ackerman, and Burns, and
other accredited investors in the Company.
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Item 7. Materials to be filed as Exhibits.
Exhibits
(1) Copy of the Agreement and Plan of Merger(4)
(2) Copy of the Stock Option Agreement(5)
(3) Copy of the Stockholders Agreement(6)
(4) Copy of the Registration Rights Agreement(7)
SCHEDULE 13D
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: October 18, 1999 /s/ Charles E. Lincoln
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Charles E. Lincoln, Trustee of the Lincoln
Family Trust
/s/ Carolyn D. Lincoln
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Carolyn D. Lincoln, Trustee of the Lincoln
Family Trust
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(4) Incorporated by reference to the Company's Form 8-K filed August 31, 1998.
(5) Incorporated by reference to the Company's Form 8-K filed October 15, 1999.
(6) Incorporated by reference to the Company's Form 8-K filed October 15, 1999.
(7) Incorporated by reference to the Company's Form 8-K filed October 15, 1999.
