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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
William M. Burns & Nellie J. Burns, Trustees of the Burns 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 the Company,
as described herein.
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3,623,376 shares (includes 376,623 shares of which
William M. Burns, Trustee of the Burns
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:
William M. Burns & Nellie J. Burns, Trustees
of the Burns 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. Burns will assign and
transfer any and all Company stock acquired to the Trust.
(3) Living Trust
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Occupation: William M. Burns, Trustee of the
Trust, is the President and Chief
Executive Officer of ICF
Communication Solutions, Inc., a
wholly-owned subsidiary of the
Company ("ICF")
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, Charles E. Lincoln and Carolyn Lincoln, Trustees of the Lincoln Family
Trust (the "Lincoln 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. Burns 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. Burns 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, Burns, and as consideration for Mr.
Burns' 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, and 376,623 shares subject to an option in favor
of Mr. Burns, Trustee of the Trust, which is
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currently exercisable. This amount excludes 10,435,324 shares of Common Stock
beneficially owned by Messrs. Ackerman and Smith, and the Lincoln 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 Lincoln 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 Lincoln 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 Lincoln 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 Lincoln 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 Lincoln
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 Lincoln 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. Burns; (iii) the Stockholders Agreement, dated
August 10, 1999, among the Company, the Trust, Messrs. Smith and Ackerman, and
the Lincoln Trust; and (iv) a registration rights agreement, dated August 10,
1999, among the Company, Mr. Burns and Messrs. Smith, Ackerman and Lincoln, 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 11, 1999 /s/ William M. Burns
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William M. Burns, Trustee of the Burns
Family Trust
/s/ Nellie J. Burns
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Nellie J. Burns, Trustee of the Burns
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.
