SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
CELEBRITY ENTERTAINMENT, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
150924108
(CUSIP Number)
JULIA K. O'NEILL, FLEMING & O'NEILL
TWO NEWTON PLACE, SUITE 200, NEWTON, MA 02158
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
2/16/96
(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 [ ].
Check the following box if a fee is being paid with this 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 less than five percent 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).
CUSIP No. 150924108
1) Name of Reporting Person
S. S. or I. R. S. Identification No. of Above Person
Michael D. Herman
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3) SEC Use Only
4) Source of Funds (See Instructions)
PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6) Citizenship or Place of Organization
U.S.
Number of (7) Sole Voting Power
Shares 520,000
Bene-
ficially (8) Shared Voting Power
Owned by 0
Each
Report- (9) Sole Dispositive Power
ing 520,000
Person
With (10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
520,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11)
19.4%
14) Type of Reporting Person (See Instructions)
IN
CUSIP No. 150924108
1) Name of Reporting Person
S. S. or I. R. S. Identification No. of Above Person
TeleMatrix, Inc.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3) SEC Use Only
4) Source of Funds (See Instructions)
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6) Citizenship or Place of Organization
FL
Number of (7) Sole Voting Power
Shares 600,000
Bene-
ficially (8) Shared Voting Power
Owned by 0
Each
Report- (9) Sole Dispositive Power
ing 600,000
Person
With (10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
600,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11)
21.7%
14) Type of Reporting Person (See Instructions)
CO
CUSIP No. 150924108
1) Name of Reporting Person
S. S. or I. R. S. Identification No. of Above Person
Debra L. Herman
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3) SEC Use Only
4) Source of Funds (See Instructions)
OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6) Citizenship or Place of Organization
U.S.
Number of (7) Sole Voting Power
Shares 500,000
Bene-
ficially (8) Shared Voting Power
Owned by 0
Each
Report- (9) Sole Dispositive Power
ing 500,000
Person
With (10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11)
19.5%
14) Type of Reporting Person (See Instructions)
IN
SCHEDULE 13D/A1
MICHAEL D. HERMAN
TELEMATRIX, INC.
DEBRA L. HERMAN
Item 1. Security and Issuer
Common Stock
Celebrity Entertainment, Inc.
214 Brazilian Ave.
Suite 400
Palm Beach, Florida 33480
Item 2. Identity and Background
(a) Michael D. Herman (Reporting Person)
(b) P.O. Box 9720, Coral Springs, Florida 33075
(c) Business Consultant
(d) No criminal convictions.
(e) Not a party to any of referenced proceedings.
(f) U.S. Citizen.
(a) TeleMatrix, Inc. (Reporting Person)
(b) Place of organization: Florida
(c) Principal business: manufacture and sale of telephones
Address: 8197 N. University Drive, Suite 12
Tamarac, FL 33321
(d) No criminal convictions.
(e) Not a party to any of referenced proceedings.
(a) Debra L. Herman (Reporting Person)
(b) P.O. Box 9720, Coral Springs, Florida 33075
(c) Homemaker
(d) No criminal convictions.
(e) Not a party to any of referenced proceedings.
(f) U.S. Citizen.
(a) Dale Pelletier (President of TeleMatrix, Inc.)
(b) 8197 N. University Drive, Suite 12, Tamarac, FL 33321
(c) Principal business: President of TeleMatrix, Inc.
Address: 8197 N. University Drive, Suite 12
Tamarac, FL 33321
(d) No criminal convictions.
(e) Not a party to any of referenced proceedings.
(f) U.S. Citizen.
(a) David Critchfield (Director, Treasurer and Secretary of TeleMatrix, Inc.)
(b) 8197 N. University Drive, Suite 12, Tamarac, FL 33321
(c) Principal business: Dir., Treas., and Sec'y. of TeleMatrix, Inc.
8197 N. University Drive, Suite 12
Tamarac, FL 33321
(d) No criminal convictions.
(e) Not a party to any of referenced proceedings.
(f) U.S. Citizen.
(a) Jeff Matloff (Vice President of TeleMatrix, Inc.)
(b) 8197 N. University Drive, Suite 12, Tamarac, FL 33321
(c) Principal business: Vice President of TeleMatrix, Inc.
8197 N. University Drive, Suite 12
Tamarac, FL 33321
(d) No criminal convictions.
(e) Not a party to any of referenced proceedings.
(f) U.S. Citizen.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Herman purchased 3,000,000 shares of common stock and 475,000 shares of
preferred stock, and TeleMatrix, Inc. of Connecticut (predecessor to TeleMatrix,
Inc., a Florida corporation) purchased 1,000,000 shares of common stock, on June
30, 1995, in exchange for their joint secured promissory note in the amount of
$500,000. The Company also issued to Mr. Herman currently exercisable options
to purchase 2,000,000 shares of common stock at a purchase price of $0.10, in
consideration of consulting services. Pursuant to a majority written consent of
shareholders, the company's common stock underwent a 1-for-5 reverse split on
August 3, 1995. The reverse split affected outstanding options by the same
ratio, with exercise prices increasing fivefold per share. That is, immediately
after the reverse split, Mr. Herman owned 600,000 shares of common, 475,000
shares of preferred, and 400,000 options to purchase common shares at a purchase
price of $0.50 per share, and TeleMatrix owned 200,000 shares of common. On
September 1, 1996, the Company granted to Mr. Herman 200,000 options and to
TeleMatrix 400,000 options to purchase common stock at an exercise price of
$0.50 per share in consideration of consulting services. On December 5, 1995,
TeleMatrix, Inc. of Connecticut was merged with and into TeleMatrix, Inc., a
Florida corporation, which became, by virtue of the merger, the owner of the
securities previously owned by the merged corporation. On February 16, 1996,
Mr. Herman transferred various securities as detailed in Item 5(c) below.
Item 4. Purpose of Transaction
Mr. Herman and TeleMatrix originally acquired the securities for the purpose of
attaining control over the issuer, but subsequently each have determined to hold
the securities solely for investment purposes. In conjunction with the June 30,
1995, transaction, David Critchfield became a member of the Board of Directors
of the issuer. Mr. Critchfield is also on the Board of Directors of TeleMatrix.
Mr. Herman was on the Board of Directors of TeleMatrix until the merger with the
Florida corporation. The issuer currently seeks to effectuate a business
combination with a suitable entity. No definitive arrangements for such a
combination are currently in place.
Item 5. Interest in Securities of the Issuer
(a) Mr. Herman is the beneficial owner of 520,000 shares of common stock of
the issuer, or 19.4%. These shares consist of 205,000 shares directly owned;
125,000 shares beneficially owned pursuant to stock options currently
exercisable; and 190,000 shares beneficially owned pursuant to preferred stock
currently convertible into common shares.
TeleMatrix is the beneficial owner of 600,000 shares of common stock of
the issuer, or 21.7%. These shares consist of 200,000 shares directly owned and
400,000 shares beneficially owned pursuant to stock options currently
exercisable.
Ms. Herman is the beneficial owner of 500,000 shares of common stock of
the issuer, or 19.5%. These shares consist of 300,000 shares directly owned and
200,000 shares beneficially owned pursuant to stock options currently
exercisable.
Mr. Pelletier is the beneficial owner of 10,000 shares of common stock of
the issuer, or less than 1%, pursuant to stock options currently exercisable.
Mr. Critchfield is not the beneficial owner of any securities of the
issuer.
Mr. Matloff is the beneficial owner of 10,000 shares of common stock of
the issuer, or less than 1%, pursuant to stock options currently exercisable.
(b) Mr. Herman has sole power to vote and dispose of all shares owned by him.
TeleMatrix has sole power to vote and dispose of the shares owned by it.
Ms. Herman has sole power to vote and dispose of all shares owned by her.
Mr. Pelletier has sole power to vote and dispose of all shares owned by
him.
Mr. Matloff has sole power to vote and dispose of all shares owned by him.
(c) During the past sixty days, the following transactions in the securities
of the issuer were the only such transactions effected by the listed
persons:
On February 16, 1996, Michael D. Herman:
1. Gifted 300,000 shares of common stock and 200,000 common stock
options to Debra Herman.
2. Transferred 20,000 shares of common stock to Harry and Ida
Kaufman in exchange for a release of claims valued at $10,000
and gifted 20,000 common stock options to Harry and Ida
Kaufman.
3. Transferred 30,000 shares of common stock to Jack E. Bock in
exchange for services rendered valued at $15,000.
4. Gifted 10,000 common stock options to Lawrence Feder.
5. Gifted 10,000 common stock options to Fleming & O'Neill.
6. Transferred 5,000 shares of common stock to David Shue in
exchange for a release of claims valued at $2,500.
7. Transferred 15,000 shares of common stock to Peter Lynch in
exchange for a release of claims valued at $7,500.
8. Gifted 100,000 common stock options to Kimberli Critchfield.
9. Gifted 50,000 common stock options to J. William Metzger.
10. Gifted 50,000 common stock options to James J. McNamara.
11. Gifted 10,000 common stock options to Dale Pelletier.
12. Transferred 25,000 shares of common stock to Carol Martino in
exchange for services rendered valued at $12,500.
13. Gifted 10,000 common stock options to Jeff Matloff.
14. Gifted 5,000 common stock options to Lisa A. Mercado.
15. Gifted 10,000 common stock options to Island Star, Inc.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Debra L. Herman is the sole shareholder of TeleMatrix, Inc.
Instruments entitled Restated Financing Agreement and Letter of Intent (Exhibit
A to original Schedule 13D), Promissory Note (Exhibit B to original Schedule
13D), Escrow and Security Agreement (Exhibit C to original Schedule 13D) and
Written Consent of Shareholders (Exhibit D to original Schedule 13D) remain in
full force and effect.
Item 7. Material to be Filed as Exhibits
Exhibit A - Statement Regarding Joint Filing
Signatures
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.
2/19/96 /s/ Michael D. Herman
Date Michael D. Herman
TeleMatrix, Inc.
2/19/96 By:/s/ Dale Pelletier
Date Dale Pelletier, President
2/19/96 /s/ Debra L. Herman
Date Debra L. Herman
EXHIBIT A
STATEMENT REGARDING JOINT FILING
The undersigned hereby represent that the attached Schedule 13D is filed
on behalf of each of them.
2/19/96 /s/ Michael D. Herman
Date Michael D. Herman
TeleMatrix, Inc.
2/19/96 By:/s/ Dale Pelletier
Date Dale Pelletier, President
2/19/96 /s/ Debra L. Herman
Date Debra L. Herman
