SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SCAN-GRAPHICS, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
805893 302
(CUSIP Number)
Laura Huberfeld/Naomi Bodner
152 West 57th Street, New York, New York 10019
212-581-0500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 10, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-I(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.
(Continued on following pages)
(Page 1 of 5 Pages)
*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).
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Page 2 of 5 Pages
Schedule 13D
CUSIP No. 805893 302 13D
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld/Naomi Bodner Partnership 13-3747316
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
377,537
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
764,637
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
764,637
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.03%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 5 Pages
Item 1. Security and Issuer
This statement relates to Common Stock, $.001 par value per share
(the "Common Stock"), of Scan-Graphics, Inc. (the "Company"). The address
of the principal executive office of the Company is 700 Abbott Drive,
Broomall, Pennsylvania 19008.
Item 2. Identity and Background
(a) This statement is filed on behalf of the Laura Huberfeld/Naomi
Bodner Partnership ("Reporting Person").
(b) The business address for the Reporting Person is 152 West 57th
Street, New York, New York 10019.
(c) Reporting Person is a New York general partnership engaged in
investments and financial advice.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding.
(e) During the last five years, the Reporting Person has not been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction relating to the violation of any federal or state
securities law.
(f) Reporting Person is a New York partnership.
Item 3. Source and Amount of Funds or other Consideration
All of the funds used in the acquisition of Common Stock came from
internal working capital of the Reporting Person.
Item 4. Purpose of Transaction
All securities listed under Item 5 below have been acquired for
investment. Reporting Person has no plans with respect to any such
securities which are referred to in Items 4(a)-4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) After giving effect to the conversion of the Notes (as defined
below) described in subsection (c) hereof, the Reporting Person is the
beneficial owner of 377,537 shares of Common Stock and Warrants (as defined
below) to purchase an additional 387,100 shares of Common Stock. Assuming
that (i) the total number of outstanding shares of the Company's Common
Stock is 11,910,606 prior to the conversion of the Notes and the exercise
of the Warrants and (ii) The notes are converted and all the Warrants are
exercised, the Reporting Person would own 6.03% of the Company's Common Stock.
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Page 4 of 5 Pages
(b) There is no written arrangement respecting the
disposition of the Warrants or the voting or disposition of the
Common Stock.
(c) On April 15, 1996, pursuant to a private placement ("Private
Placement"), Reporting Person purchased from the Company ten units
("Units") at $50,000 per Unit. Each Unit consists of a convertible note
("Notes") in the principal amount of $50,000, one Class A Warrant to
purchase 19,355 shares of Common Stock ("Class A Warrants") and one Class B
Warrant to purchase 19,355 shares of Common Stock ("Class B Warrants")(the
Class A Warrants and Class B Warrants are collectively referred to as the
"Warrants"). The principal and accrued interest under the Notes are
immediately convertible into Common Stock at a per share price equal to the
lesser of $3.00 per share or 65% of the average closing bid price of the
Common Stock during the five trading days immediately preceding the
conversion (the "Conversion Price"). The Class A Warrants are immediately
exercisable at $3.00 or, if less, the lowest price at which Common Stock
has been converted under any of the Notes prior to exercise. The Class B
Warrants are immediately exercisable at $4.00 per share. The Warrants
expire March 26, 1999.
On September 10, 1996, the Reporting Person converted the entire
$500,000 principal amount of the Notes at a Conversion Price of $1.32 and
elected that the accrued interest of $16,109.59 be paid in cash. The
Company issued 377,537 shares of Common Stock to the Reporting Person. The
exercise price of the Class A Warrants are now locked in at $1.32 per
share.
(d) None.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
In connection with the Private Placement, the Company paid a
finder's fee in the amount of $100,000 to Mueller Trading Limited. Jack
Mueller, the managing partner of Mueller Trading Limited, is the
brother-in-law of David Bodner who is the husband of Naomi Bodner, a
general partner of Reporting Person.
Item 7. Material to be Filed as Exhibits
None.
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Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: September 18, 1996
LAURA HUBERFELD/NAOMI BODNER
PARTNERSHIP
By:/s/Laura Huberfeld
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Title: General Partner
