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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
IMALL, INC.
----------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
---------------------------------------
(Title of Class of Securities)
45244 X 20 7
--------------
(CUSIP Number)
Michael Lyall, 830 Third Avenue, Fourth Floor, New York, NY 10022
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 25, 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 [ ].
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 the following page(s))
Page 1 of 12 Pages
================================================================================
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP No. 45244 X 20 7 Page 2 of 12 Pages
- ---------------------- ------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| COMMONWEALTH ASSOCIATES 13-3467952
- --------------------------------------------------------------------------------
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
NUMBER OF | |
| |
SHARES | |
----------------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
| |
OWNED BY | |
| |
EACH ----------------------------------------------------------------
| 9 | SOLE DISPOSITIVE POWER
REPORTING | |
| |
PERSON | |
----------------------------------------------------------------
WITH | 10 | SHARED DISPOSITIVE POWER
| |
| | 761,749
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 761,749
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
| CERTAIN SHARES* [ ]
|
- --------------------------------------------------------------------------------
13 | PERCENTAGE CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 9.0%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| PN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP No. 45244 X 20 7 Page 3 of 12 Pages
- ---------------------- ------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| COMMONWEALTH MANAGEMENT CO., INC. 13-3468747
- --------------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
| (b) [ ]
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
|
- --------------------------------------------------------------------------------
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
NUMBER OF | |
| |
SHARES | |
----------------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
| |
OWNED BY | |
| |
EACH ----------------------------------------------------------------
| 9 | SOLE DISPOSITIVE POWER
REPORTING | |
| |
PERSON | |
----------------------------------------------------------------
WITH | 10 | SHARED DISPOSITIVE POWER
| |
| | 761,749
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 761,749
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
| CERTAIN SHARES* [ ]
|
- --------------------------------------------------------------------------------
13 | PERCENTAGE CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 9.0%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP No. 45244 X 20 7 Page 4 of 12 Pages
- ---------------------- ------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| MICHAEL S. FALK
- --------------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
| (b) [ ]
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
| 00
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
| PURSUANT TO ITEMS (2)(d) OR 2(e) [ ]
|
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| USA
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
NUMBER OF | |
| |
SHARES | | 62,500
----------------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
| |
OWNED BY | |
| |
EACH ----------------------------------------------------------------
| 9 | SOLE DISPOSITIVE POWER
REPORTING | |
| |
PERSON | | 435,807
----------------------------------------------------------------
WITH | 10 | SHARED DISPOSITIVE POWER
| |
| | 761,749
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 1,197,556
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
| CERTAIN SHARES* [ ]
|
- --------------------------------------------------------------------------------
13 | PERCENTAGE CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 13.4%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001 per share
("Common Stock"), of iMall Inc., a Nevada corporation (the "Company").
The address of the Company's principal executive office is 4400
Coldwater Canyon Blvd., Suite 200, Studio City, CA 91604.
In February 1998, the Company effected a one-for-eight reverse stock
split. All share information contained herein gives effect to such
stock split.
The shares of Common Stock that are the subject of this statement are
issuable (i) upon exercise of warrants (the "Agent's Warrants") issued
to Commonwealth at an exercise price of $3.20 per share, and (ii) upon
conversion of the shares of the Company's Series A Convertible
Preferred stock, par value $.001 per share (the "Series A Preferred
Stock"), initially at a conversion rate of ten shares of Common Stock
for each share of Series A Preferred Stock, subject to adjustment in
certain instances.
Item 2. Identity and Background.
This statement is filed jointly by Commonwealth Associates
("Commonwealth"), a limited partnership organized under the laws of
New York, whose principal business is investment banking and advisory
services, Commonwealth Management Company, Inc., the corporate general
partner of Commonwealth (the "General Partner") and Michael S. Falk
(the "Reporting Persons"). Mr Falk is the Chairman and controlling
equity owner of the General Partner. The business address for
Commonwealth, the General Partner and Mr. Falk is 830 Third Avenue,
4th Floor, New York, New York 10022. During the past five years, none
of the Reporting Persons has been convicted in a criminal proceeding
or been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding, was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Commonwealth acquired the Agent's Warrants to purchase an aggregate of
1,500,000 shares of Common Stock on December 5 and December 19, 1997
for a purchase price of $40 with funds provided from working capital
pursuant to an Agency Agreement dated as of November 26, 1997 with the
Company (the "Agency Agreement") pursuant to which Commonwealth acted
as placement agent in connection with a private placement (the
"Private Placement") of Units (the "Units"), each Unit consisting of
shares of Series A Preferred Stock and warrants (the "Warrants") to
purchase the Company's Common Stock. In no case were any funds
borrowed. The Warrants are exercisable at $3.20 per share for a period
commencing December 5, 1998 and expiring on December 5, 2002. The
Agent's Warrants are exercisable at any time during the five-year
period commencing December
(Page 5 of 12 Pages)
<PAGE>
19, 1997 and terminating on December 5, 2002 at an exercise price of
$3.20 per share. Further, the Agent's Warrants are convertible, at the
option of Commonwealth, into an equal number of warrants with
identical terms as the Warrants.
On February 25, 1998, Commonwealth distributed an aggregate of 738,251
Agent's Warrants to its officers and employees, including 373,307
Agent's Warrants which were distributed to Mr. Falk, 16,196 which were
distributed to Robert Beuret, a director and minority owner of the
General Partner, and 11,250 which were distributed to Joseph P. Wynne,
an executive officer of the General Partner. Commonwealth disclaims
beneficial ownership of the Agent's Warrants held by Messrs. Beuret
and Wynne and such individuals disclaim beneficial ownership of the
securities beneficially owned by Commonwealth.
Mr. Falk acquired shares of Series A Preferred Stock in the Private
Placement, initially convertible into 46,875 shares of Common Stock,
for a purchase price of $150,000, which amount was provided from Mr.
Falk's personal funds. The Falk Family Foundation (the "Trust"), a
charitable trust for which Mr. Falk serves as trustee, acquired shares
of Series A Preferred Stock in the Private Placement, initially
convertible into 15,625 shares of Common Stock, for a purchase price
of $50,000, which amount was provided from Mr. Falk's personal funds.
Mr. Falk and the Trust are herein referred to collectively as "Falk."
In no case were any funds borrowed.
Item 4. Purpose of Transaction.
The Agent's Warrants were acquired by Commonwealth as compensation for
its services in connection with the Private Placement solely for
investment purposes and not for the purpose of acquiring control of
the Company. The Series A Preferred Stock was acquired by Falk to make
a profitable investment.
The text of Item 5 of the Company's Current Report on Form 8-K filed
on December 12, 1997 is hereby incorporated herein by reference to
describe the transaction pursuant to which the Series A Preferred
Stock, Warrants and Agent's Warrants were issued by the Company.
Other than as set forth above, the Reporting Persons have no present
plans or proposals which relate to, or could result in, any of the
matters referred to in paragraphs (a) through (j), inclusive, of Item
4 of Schedule 13D. The Reporting Persons may, at any time and from
time to time, review or reconsider their position and formulate plans
or proposals with respect thereto, but have no present intention of
doing so.
Item 5. Interest in Securities of the Issuer.
(a) Commonwealth is the beneficial owner of a total of 761,749
shares of Common Stock, representing approximately 5.2% of the
issued and outstanding shares of Common Stock of the Company.
The General Partner is the beneficial owner of
Commonwealth's 761,749 shares of Common Stock. Mr. Falk is the
beneficial owner
(Page 6 of 12 Pages)
<PAGE>
of an aggregate of 1,197,556 shares of Common Stock, consisting
of (i) 62,500 shares of Common Stock which he has the right to
acquire at any time upon conversion of the shares of Series A
Preferred Stock held by Falk (ii) Agent's Warrants to purchase
373,307 shares of Common Stock and (iii) the 761,749 shares of
Common Stock beneficially owned by Commonwealth, representing
approximately 7.9% of the issued and outstanding shares of Common
Stock of the Company. In his capacity as Chairman and controlling
equity owner of the General Partner, Mr. Falk shares voting and
dispositive power with respect to the securities beneficially
owned by Commonwealth and may be deemed to be the beneficial
owner of such securities. The shares beneficially owned by Mr.
Falk do not include shares of Common Stock issuable upon exercise
of 11,718 Warrants issued to him in connection with his purchase
of Units in the Private Placement, which Warrants are not
exercisable within 60 days of the date hereof.
The percentages of outstanding shares of Common Stock of the
Company set forth in the preceding paragraph is computed based on
a total of 13,967,779 shares of Common Stock outstanding as of
December 20, 1997, which figure includes 6,250,000 shares of
Series A Preferred Stock. Holders of the Series A Preferred Stock
vote together with holders of the Common Stock on the basis of
one vote for each share of Common Stock into which the Series A
Preferred Stock is convertible (currently, a one-for-one basis).
If the shares of Series A Preferred Stock are excluded from
Common Stock outstanding, Commonwealth, the General Partner and
Mr. Falk would beneficially own approximately 9.0%, 9.0% and
13.4%, respectively, of the issued and outstanding shares of
Common Stock of the Company.
(b) Number of shares as to which each such person has:
(i) sole power to vote or to direct the vote:
Mr. Falk has the sole power to vote or to direct the vote of
the 46,875 shares owned by him and the 15,625 shares owned
by the Trust.
(ii) shared power to vote or to direct the vote:
On December 30, 1997, Commonwealth granted to Richard
Rosenblatt, Chief Executive Officer of the Company, an
irrevocable proxy (the "Proxy") to vote the shares of Common
Stock issuable upon exercise of the Agent's Warrants for a
period of one year provided the Agent's Warrants continue to
be held by affiliates of Commonwealth. Accordingly, neither
Commonwealth, the General Partner or Mr. Falk has the power
to vote or to direct the vote of such shares during the term
of the Proxy.
(Page 7 of 12 Pages)
<PAGE>
(iii) sole power to dispose or to direct the disposition of:
Mr. Falk has the sole power to dispose of or to direct the
disposition of (i) the 46,875 shares of Common Stock
beneficially owned by him and the 15,625 shares beneficially
owned by the Trust and (ii) the 373,307 shares underlying
his Agent's Warrants.
(iv) shared power to dispose of or to direct the disposition of:
Commonwealth, the General Partner and Mr. Falk share the
power to dispose or direct the disposition of all of the
761,749 shares of Common Stock beneficially owned by
Commonwealth.
(c) Inapplicable
(d) Inapplicable
(e) Inapplicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Under the terms of the Proxy, Commonwealth granted Richard Rosenblatt
a one-year irrevocable proxy to vote the shares of Common Stock
issuable upon exercise of the Agent's Warrants and any additional
shares of Common Stock issued or issuable in respect of the Agent's
Warrants during the term of the Proxy. The Proxy shall terminate prior
to December 30, 1998 (i) upon the death or disability of Mr.
Rosenblatt, (ii) if Mr. Rosenblatt is no longer serving as the
Chairman or Chief Executive Officer of the Company, or (iii) if
Commonwealth and its affiliates beneficially own less than 10% of the
outstanding Common Stock of the Company.
Pursuant to the Agency Agreement, Commonwealth has the right until
December 5, 2000 (subject to earlier termintion in the event of
conversion of the Series A Preferred Stock) to nominate one person for
election to the Board of Directors of the Company or to apppoint an
observer to attend meetings of the Board of Directors.
Under the terms of the Subscription Agreement between the Company and
the purchasers of Series A Preferred Stock in the Private Placement,
the Company is required to prepare and file a registration statement
with the Securities and Exchange Commission (the "SEC") with respect
to the Series A Preferred Stock, the Warrants and the shares of Common
Stock underlying the Warrants and the Series A Preferred Stock.
Pursuant to the terms of the Agent's Warrant filed as Exhibit 5
hereto, the Company has agreed to register the shares of Common Stock
underlying the Agent's Warrants with the SEC under certain
circumstances.
(Page 8 of 11 Pages)
<PAGE>
Item 7. Materials to be Filed as Exhibits.
(1) Agency Agreement dated as of November 26, 1997 between
Commonwealth and the Company.*
(2) Certificate of Designation, Preferences and Rights of Series A
9% Convertible Preferred Stock.*
(3) Irrevocable Proxy dated as of December 30, 1997 between
Commonwealth and Richard Rosenblatt*.
(4) Subscription Agreement regarding purchase of the Company's Series
A Preferred Stock.*
(5) Agent's Warrant dated December 19, 1997 to purchase 1,500,000
shares of Common Stock issued to Commonwealth.*
(6) Joint Statement on Schedule 13D, as required by Rule 13d-1(f)(1)
under the Exchange Act.
- ---------------------
* Previously filed.
(Page 9 of 12 Pages)
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: April 9, 1998 Commonwealth Associates, a New York
New York, New York limited partnership
By: Commonwealth Management Co., Inc., its
general partner
By: /s/ JOSEPH WYNNE
---------------------------------
Joseph Wynne
Chief Financial Officer
/s/ MICHAEL S. FALK
Dated: April 9, 1998 ---------------------------------
New York, New York Michael S. Falk
(Page 10 of 12 Pages)
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
- ----------- ----
(1) Agency Agreement dated as of November 26, 1997 and
between Commonwealth and the Company*.................................
(2) Certificate of Designation, Preferences and Rights of Series A
9% Convertible Preferred Stock*.......................................
(3) Irrevocable Proxy dated as of December 30, 1997 between
Commonwealth and Richard Rosenblatt*...................................
(4) Subscription Agreement regarding purchase of the Company's
Series A Preferred Stock*..............................................
(5) Agent's Warrant dated December 19, 1997 to purchase 1,500,000 shares
of Common Stock issued to Commonwealth*................................
(6) Joint Statement on Schedule 13D, as required by Rule 13d-1(f)(1)
under the Exchange Act.............................................. 12
- ----------
* Previously filed.
(Page 11 of 12 Pages)
EXHIBIT 6
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of securities of iMall, Inc. and hereby affirm that
such Schedule 13D is being filed on behalf of each of the undersigned.
Dated: April 9, 1998 Commonwealth Associates, a New York
New York, New York limited partnership
By: Commonwealth Management Co., Inc., its
general partner
By: /s/ JOSEPH WYNNE
---------------------------------
Joseph Wynne
Chief Financial Officer
/s/ MICHAEL S. FALK
Dated: April 9, 1998 ---------------------------------
New York, New York Michael S. Falk
Dated: April 9, 1998 Commonwealth Management Co., Inc.,
New York, New York a New York corporation
By: /s/ JOSEPH WYNNE
--------------------------------
Joseph Wynne
Chief Financial Officer
(Page 12 of 12 Pages)
