<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
COMC, Inc.
-------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------------------------
(Title of Class of Securities)
12614F 10 9
-------------------------------------------------------------------
(CUSIP Number)
Scott C. Smith, Esq.
Landels Ripley & Diamond, LLP
350 The Embarcadero
San Francisco, CA 94105-1250
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 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 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: / /
<PAGE>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John J. Ackerman
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
3,333,052
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,333,052 shares
- --------
(1) Mr. Ackerman was the sole shareholder of Complete Communications, Inc., a
California corporation, which consummated a share exchange with the Company,
pursuant to which Mr. Ackerman received stock in Company, as described
herein.
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14. TYPE OF REPORTING PERSON
IN
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:
John J. Ackerman
(b) Residence:
400 North Glenoaks Boulevard
Burbank, California 91502
(c) Principal Occupation and Business Address:
Occupation: Chairman of the Board of the
Company and ICF Communication
Solutions, Inc., a California
corporation and the wholly owned
subsidiary of the Company
("ICF")
Address: 400 North Glenoaks Boulevard
Burbank, California 91502
(d) Criminal Convictions: None
(e) Civil Proceedings: None
<PAGE>
(f) Citizenship: United States
Mr. Ackerman may be deemed to be a member of a group by virtue of the fact that
he is a party to a stockholders agreement with William M. Burns and Nellie J.
Burns, Trustees of the Burns Family Trust (the "Burns Trust"), Charles E.
Lincoln and Carolyn D. Lincoln, Trustees of the Lincoln Family Trust (the
"Lincoln Trust"), Christopher R. Smith, the Chief Financial Officer of the
Company, and the Company. Mr. Ackerman disclaims any obligation to report with
respect to such other persons.
Item 3. Source and Amount of Funds or Other Consideration.
On November 21, 1996, the Company consummated a share exchange with Mr.
Ackerman, the sole shareholder of Complete Communications Incorporated, a
California corporation ("CCI"). Under the exchange, pursuant to an agreement
dated as of June 3, 1996 (the "Letter Agreement"), Mr. Ackerman received
10,000,000 shares of Common Stock in the Company in exchange for all of Mr.
Ackerman's shares in CCI. Mr. Ackerman has since sold, transferred, conveyed or
otherwise disposed of shares of Common Stock in the Company in private
transactions. On August 10, 1999, Mr. Ackerman contributed 3,651,948 shares of
Company stock to the treasury of the Company pursuant to the terms and
conditions of a contribution agreement by and between Mr. Ackerman and the
Company (the "Contribution Agreement") in order to fund stock options offered by
the Company. As a result of these transactions, Mr. Ackerman is the present
owner of 3,333,052 shares of stock in the Company.
Item 4. Purpose of Transaction.
Mr. Ackerman acquired stock in the Company pursuant to the Company's
acquisition of CCI.
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.
Mr. Ackerman reserves the right to increase his beneficial ownership
through the acquisition of additional shares of Common Stock and to sell all or
a portion of his shares in the over-the-counter market, or in privately
negotiated sales.
Except for the foregoing, Mr. Ackerman 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;
<PAGE>
(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) Mr. Ackerman beneficially owns 3,333,052 shares of Common Stock
(approximately 16.6% of the shares outstanding), all of which he owns directly.
This amount excludes 10,725,648 shares of Common Stock beneficially owned by the
Burns Trust, the Lincoln Trust, and Mr. Smith, all of which are subject to the
Stockholders Agreement described in Item 2. To Mr. Ackerman's knowledge: (i) 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 it owns
directly and 376,623 shares subject to an option which is currently exercisable,
(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 it 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 and 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.
<PAGE>
(b) Mr. Ackerman 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
3,333,052 shares of Common Stock. To the knowledge of Mr. Ackerman, the Burns
Trust, the Lincoln Trust and Mr. Smith 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 3,246,753, 3,246,753 and 200,000 shares of Common Stock,
respectively. Messrs. Ackerman and Smith, and the Burns Trust and the Lincoln
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, Mr. Ackerman, and, to
the best knowledge of Mr. Ackerman, the Burns Trust, the Lincoln Trust and Mr.
Smith have not effected any transaction in the shares of Common Stock during the
past sixty (60) days.
(d) Mr. Ackerman owns and presently has the right to receive dividends
on 3,333,052 shares of Common Stock. To Mr. Ackerman's knowledge: (i) the Burns
Trust owns and presently has the right to receive dividends on 3,246,753 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 Letter Agreement; (ii) the Contribution Agreement;
(iii) the Stockholders Agreement; (iv) the Registration Rights
Agreement.
Item 7. Materials to be filed as Exhibits.
Exhibits
(1) Copy of the Letter Agreement(2)
(2) Copy of Contribution Agreement(3)
(3) Copy of the Stockholders Agreement(4)
(4) Copy of the Registration Rights Agreement(5)
- ------------
(2) Incorporated by reference to the Company's Information Statement dated
September 15, 1996.
(3) Incorporated by reference to the Company's Form 8-K filed October 15, 1999.
(4) Incorporated by reference to the Company's Form 8-K filed October 15, 1999.
(5) Incorporated by reference to the Company's Form 8-K filed October 15, 1999.
<PAGE>
SCHEDULE 13D
SIGNATURES
After reasonable inquiry, and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Date: October 18, 1999 /s/ John J. Ackerman
---------------------------------
John J. Ackerman
