UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AMNEX, Inc.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
031674 203
(CUSIP Number)
Mr. Steven Porter
Rotterdam Ventures, Inc.
Building 6, East Road, Rotterdam Industrial Park
Schenectady, New York 12306
(518) 356-4445
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 26, 1998
(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 [ ]
*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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SCHEDULE 13D
CUSIP No. 031674 203 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Mr. Francesco Galesi
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Citizenship -- United States
NUMBER OF SHARES 7 SOLE VOTING POWER 9,623,446
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 9 SOLE DISPOSITIVE POWER 9,623,446
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,623,446
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
14 TYPE OF REPORTING PERSON*
IN
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Page 3 of 6 Pages
Item 1. Security and Issuer
The Reporting Person is making this statement in reference to shares of
common stock, par value $.001 per share (the "Common Stock"), of AMNEX, Inc., a
New York corporation (the "Company"). The address of the Company's principal
executive offices is 6 Nevada Drive, Lake Success, New York 11042.
Item 2. Identity and Background
The Reporting Person is making this statement pursuant to Rule 13d-1(a).
(a) Name: Francesco Galesi
(b) Residence or business address:
River House
435 East 52d Street
New York, NY 10021
(c) Mr. Galesi is employed as Chief Executive Officer of Rotterdam
Ventures, Inc. ("Rotterdam"), located at:
Rotterdam Ventures, Inc.
Building 6, East Road
Rotterdam Industrial Park
Schenectady, New York 12306
(d) Mr. Galesi has not been convicted in a criminal proceeding in the last
five years.
(e) Mr. Galesi has not been a party to a civil proceeding of a judicial or
administrative body during the last five years.
(f) Mr. Galesi is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On January 26, 1998, Mr. Galesi acquired 2,758,620 shares of Common Stock
upon conversion of $3,200,000 of promissory notes (the "Notes") held by Mr.
Galesi and certain affiliated companies (a conversion price of $1.16 per share).
Concurrently, in consideration for the loans that gave rise to the Notes as well
as certain loan guarantees made by Mr. Galesi and certain affiliated companies
on behalf the Company, Mr. Galesi received a warrant to purchase 750,000 shares
of Common Stock at an exercise price of $1.50 per share, such warrant being
exercisable during the period ending January 26, 2003.
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Page 4 of 6 Pages
Item 4. Purpose of Transaction.
Mr. Galesi acquired the shares of Common Stock of the Company reported
herein to increase his equity position in the Company.
Subject to and depending upon availability at prices deemed favorable by
him, he may purchase additional shares of Common Stock from time to time in the
open market, in privately negotiated transactions with third parties, or
otherwise.
Mr. Galesi intends to closely monitor developments at and pertaining to the
Company. Mr. Galesi is currently a director of the Company (one of five
directors) and, accordingly, is in a position, consistent with his statutory
obligations and authorities as a director, to influence Company policies.
Depending upon prevailing conditions and his evaluation of the factors
described above, Mr. Galesi also may determine to dispose of shares of Common
Stock held by him in the open market, in privately negotiated transactions with
third parties, or otherwise.
Except as set forth above, Mr. Galesi has no present plans or intentions
which would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Galesi holds 9,623,446 shares of Common Stock (including 2,250,000
shares of Common Stock issuable upon the exercise of warrants), which represent
23.4% of the total shares of Common Stock outstanding as of January 26, 1998.
This percentage was calculated using as the denominator the sum of (i) the
2,250,000 shares of Common Stock issuable upon exercise of the warrants, (ii)
30,044,729 outstanding shares of Common Stock as of September 30, 1997, based
upon the Quarterly Report on Form 10-Q filed by the Company for the period ended
September 30, 1997, and (iii) 11,159,649 other shares of Common Stock issued by
the Company, to the knowledge of Mr. Galesi, from October 1, 1997 through
January 26, 1998 (including the shares of Common Stock that are the subject of
this filing.)
(b) Mr. Galesi has the sole power to vote and sole power to dispose of the
9,623,446 shares of Common Stock, except that 97,500 of such shares of Common
Stock are held by Rotterdam, a corporation wholly-owned by him.
(c) On December 4, 1997, Mr. Galesi acquired 300,000 shares of Common Stock
in a brokerage transaction at a purchase price of $1-1/18 per share.
(d) Not applicable.
(e) Not applicable.
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Page 5 of 6 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
In addition to the above, an irrevocable trust (the "Trust") created by Mr.
Galesi, of which the trustee, David Buicko, is an employee of Rotterdam and the
beneficiaries are members of Mr. Galesi's immediate family, holds a warrant for
the purchase of 500,000 shares of Common Stock of the Company. Mr. Galesi
personally does not have voting or dispositive power with respect to the shares
of Common Stock underlying the warrant held by the Trust, and, accordingly, Mr.
Galesi disclaims beneficial ownership of the shares. This Schedule 13D shall not
be construed as an admission that Mr. Galesi is a beneficial owner of the shares
underlying the warrant held by the Trust.
Item 7. Material to be Filed as Exhibits.
None.
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Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 9, 1998 /s/ Francesco Galesi
--------------------
Francesco Galesi
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