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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. )*
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INSCI Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45765T 10 6
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(Cusip Number)
Joseph A. Baratta, Esq.
Baratta & Goldstein
597 Fifth Avenue
New York, NY 10022
(212) 750-9700
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 8, 1996
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(Date of Event which Requires Filing of the 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(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement [X] (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.
*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. 45765T 10 6
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1) NAME OF REPORTING PERSON: Information Management Technologies Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 58-1722085
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2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
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(b)
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3) SEC USE ONLY
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4) SOURCE OF FUNDS (SEE INSTRUCTIONS): Not applicable.
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [X]
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6) CITIZENSHIP OR PLACE OR ORGANIZATION: Delaware
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NUMBER OF (7) SOLE VOTING POWER: 1,375,667
SHARES BENE- (8) SHARED VOTING POWER: Not applicable
FICIALLY (9) SOLE DISPOSITIVE POWER: 1,375,667
OWNED BY (10) SHARED DISPOSITIVE POWER: Not applicable
EACH REPORTING
PERSON WITH
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,375,667
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11): 34.8%
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14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO
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SCHEDULE 13D
Filed Pursuant to Rule 13D-2
INTRODUCTORY STATEMENT
The Statement on Schedule 13D relating to the Common Stock, par value $.01
per share of INSCI Corp., ("INSCI") is filed by Information Management
Technologies Corporation, a Delaware corporation (the "Reporting Person" or the
"Company").
ITEM 1. SECURITY AND ISSUER.
Title and Class of equity securities: INSCI Corp., common stock $.01 par
value
Name and address of the principal
executive offices of the Issuer: INSCI Corp.
2 Westborough Business Park
Westborough, Massachusetts 01581
(508) 870-4000
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Information Management Technologies Corporation
(b) Residence or Business Address: Principal place of business is
located at 130 Cedar Street, New
York, New York 10006
(c) Principal Business: Information Management Technologies
Corporation provides on site and
off site outsourcing services to
firms in the service sector. These
services include research report
services, laser printing, global
print on demand and distribution,
legal duplication and facilities
management services.
(d) Not applicable
(e) On September 30, 1992, the Company and INSCI, the Company's then
majority owned subsidiary reached an agreement with the Securities and
Exchange Commission ("Commission") to conclude and settle the
Commission's informal investigation of the Company and INSCI. The
Company and INSCI, without
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admitting or denying any of the allegations made by the Commission in
its complaint, and without a trial or final adjudication of the
allegations made in the Commission's complaint, consented to the entry
of an order enjoining the Company and INSCI of future violations of
certain provisions of the federal securities laws and the rules and
regulations thereunder.
(f) Citizenship: The Reporting Person is a Delaware
corporation and licensed to
business in the State of New York
with its principal place of
business located at 130 Cedar
Street, New York, New York 10006.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person was the original majority shareholder in INSCI.
Prior to the INSCI Corp., initial public offering, the Reporting
Person owned approximately 96% of INSCI. Upon completion of the INSCI
initial public offering in April 1994, the Reporting Person's
ownership interest was approximately 58% of INSCI's outstanding common
stock. Effective July 1, 1996, the Reporting Person sold in a private
sale 5,000 restricted shares of INSCI Common Stock at a sale price of
$5.10 per share or an aggregate sale price of $25,500. On August 5,
1996, the Reporting Person sold 56,000 shares of common stock pursuant
to Rule 144 of the Securities Act of 1933 (the "Act") in a single open
market transaction at a price of $4.875 or an aggregate sale price of
$273,000 less total commissions of $2,802.35 for total net proceeds of
$270,197.65. Subsequent to the Rule 144 sale, the Reporting Person
effectuated a private sale of 20,000 restricted shares of INSCI Common
Stock at a sale price of $4.25 per share or an aggregate sale price of
$85,000. The Reporting Person continues to own 1,375,667 shares of
INSCI Common Stock..
ITEM 4. PURPOSE OF TRANSACTION.
(a) Not applicable.
(b) Not applicable.
(c) Net proceeds from sale to be used as working capital for the Reporting
Person.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
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(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) Immediately preceding the sales of the 5,000 shares of restricted
common stock, the 56,000 shares of INSCI Common Stock pursuant to Rule
144 and the 20,000 shares of restricted common stock, the aggregate
number of shares of common stock which may be deemed to have been
beneficially owned by the Reporting Person as of such date was
1,456,667 shares constituting approximately 37% of the outstanding
common stock of the Issuer (based upon 3,955,701 shares of common
stock outstanding as of July 24, 1996 pursuant to the definitive proxy
report on Schedule 14A as filed with the Commission and additional
information received from the Issuer).
The aggregate number of shares of common stock which may be deemed to
be beneficially owned by the Reporting Person on the date hereof is
1,375,667 shares, constituting approximately 35% of the outstanding
common stock of the Issuer (based on 3,955,701 shares of common stock
outstanding as of July 24, 1996 pursuant to the Issuer's definitive
proxy report on Schedule 14A as filed with the Commission and
additional information received from the Issuer.)
(b) The Reporting Person has the sole power to vote and dispose of the
remaining shares.
(c) Except as specified herein, the Reporting Person has effected only the
following transaction in the shares of common stock of the Issuer
within the preceding sixty (60) days:
TYPE OF NO. OF
DATE TRANSACTION SHARES PRICE/SHARE
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July 1, 1996 Private Sale 5,000 $5.10
August 5, 1996 Market Sale 56,000 $4.875
August 8, 1996 Private Sale 20,000 $4.25
(d) Not applicable.
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERTAKINGS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The President and Chief Financial Officer of the Reporting Person
Mr. Joseph A. Gitto Jr. (and successors of the office of
president) holds a voting proxy for all remaining shares owned by
the Reporting Person in INSCI.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify the information set forth in this Statement is true, complete and
correct.
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JOSEPH A. GITTO, JR.
President, and Chief Financial
Officer Information Management
Technologies Corporation
Date: August 20, 1996
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