SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
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 (617) 965-8990
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
6/28/96
(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 0
Bene-
ficially (8) Shared Voting Power
Owned by 0
Each
Report- (9) Sole Dispositive Power
ing 0
Person
With (10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11)
0%
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 0
Bene-
ficially (8) Shared Voting Power
Owned by 0
Each
Report- (9) Sole Dispositive Power
ing 0
Person
With (10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11)
0%
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 0
Bene-
ficially (8) Shared Voting Power
Owned by 0
Each
Report- (9) Sole Dispositive Power
ing 0
Person
With (10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11)
0%
14) Type of Reporting Person (See Instructions)
IN
SCHEDULE 13D/A2
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 4. Purpose of Transaction
All reporting persons entered into the transaction described below for purposes
of settlement of the indebtedness previously owed by Mr. Herman and TeleMatrix
to the company.
Item 5. Interest in Securities of the Issuer
(a) Neither Mr. Herman, TeleMatrix, Ms. Herman or Mr. Critchfield beneficially
owns any securities of the issuer.
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. 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. 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 June 28, 1996, Mr. Herman, TeleMatrix, Inc. and Ms. Herman delivered to
the company for cancellation all shares of common and preferred stock and all
options owned by any of them in the company in exchange for the forgiveness of
indebtedness of a joint secured promissory note of Mr. Herman and TeleMatrix,
Inc. in the original principal amount of $500,000. The transaction was
completed pursuant to a Settlement Agreement and Release dated June 28, 1996.
(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) Mr. Herman, TeleMatrix, Inc. and Ms. Herman all ceased to be beneficial
owners of more than five percent of the common stock of the company on June 28,
1996.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Promissory Note (Exhibit B to original Schedule 13D)and Escrow and Security
Agreement (Exhibit C to original Schedule 13D) are now cancelled.
Instrument entitled Settlement Agreement and Release (Exhibit A) is hereby
incorporated by reference herein in its entirety.
Item 7. Material to be Filed as Exhibits
Exhibit A - Settlement Agreement and Release
Exhibit B - 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.
8/27/96 /s/ Michael D. Herman
Date Michael D. Herman
TeleMatrix, Inc.
8/27/96 By:/s/ Dale Pelletier
Date Dale Pelletier, President
8/27/96 /s/ Debra L. Herman
Date Debra L. Herman
EXHIBIT A
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release is made effective as of the 28th day
of June, 1996, by and among Michael D. Herman, an individual residing at Coral
Springs, Florida ("MDH"); Debra Lee Herman, an individual residing at Coral
Springs, Florida ("DLH"); TeleMatrix, Inc., a Florida corporation ("TMX"); and
Celebrity Entertainment, Inc., a Delaware corporation with a principal address
of 214 Brazilian Avenue, Suite 400, Palm Beach, FL 33480 ("CLEB").
WHEREAS, MDH and TMX are jointly obligated to CLEB pursuant to a
promissory note dated June 30, 1995 in the original principal amount of $500,000
(the "Note");
WHEREAS, MDH owns 205,000 shares of common stock in CLEB (the "MDH Common
Shares"); 125,000 options to purchase shares of common stock in CLEB (the "MDH
Options"); and 475,000 shares of Series A Preferred Stock in CLEB, which is
convertible currently into approximately 317,517 shares of common stock in CLEB,
including dividends to be paid in kind (the "MDH Preferred Shares");
WHEREAS, DLH owns 300,000 shares of common stock in CLEB (the "DLH Common
Shares") and 200,000 options to purchase shares of common stock in CLEB (the
"DLH Options");
WHEREAS, TMX owns 200,000 shares of common stock in CLEB (the "TMX Common
Shares"); and 400,000 options to purchase shares of common stock in CLEB (the
"TMX Options"); and
WHEREAS, the parties hereto wish to settle the indebtedness of MDH and
TMX to CLEB as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. MDH, DLH and TMX have this date delivered to CLEB for immediate
cancellation all stock certificates, option grant documents and other evidences
of title in and to all of the following:
MDH Common Shares
MDH Options
MDH Preferred Shares
DLH Common Shares
DLH Options
TMX Common Shares
TMX Options
2. The parties acknowledge that the closing price of CLEB common stock
on the effective date hereof is $1.25. The parties therefore agree that the
fair market value of all stock and options referred to above, if calculated
based on said closing price and without taking into account the restricted
nature of same and other circumstances, would be as follows:
MDH Common Shares $256,250
MDH Options (Ex. Pr. $0.50) 93,750
MDH Preferred Shares 396,896
DLH Common Shares 375,000
DLH Options (Ex. Pr. $0.50) 150,000
TMX Common Shares 250,000
TMX Options (Ex. Pr. $0.50) 300,000
Total: $1,821,896
The parties acknowledge that the valuation of the foregoing securities should
take into account the restricted nature of the securities as well as a discount
based on the private nature of the transaction and the cancellation by CLEB
(rather than disposal for cash value) of the securities. The parties agree that
the fair market value, taking into account all of the foregoing, of the named
securities is not more than $600,000.
3. CLEB, in consideration of the delivery and cancellation of the
above-mentioned securities, this date hereby forgives all the indebtedness
evidenced by the Note. CLEB has marked the Note "Paid in Full" and delivered it
to MDH and TMX. CLEB has also this date delivered to MDH and TMX all collateral
securing repayment pursuant to the Note and hereby deems the Security Agreement
governing said collateral null and void.
4. CLEB, on behalf of itself and its officers, directors, employees,
agents, successors and assigns, hereby remises, releases and forever discharges
MDH, DLH, TMX, and each of their heirs, successors, assigns, officers,
directors, employees and agents, from any and all debts, demands, claims,
actions, causes of action, liabilities, suits, accounts, covenants, contracts
and damages of every name and nature, both in law and equity, which CLEB now has
or ever had against any of them.
5. MDH, DLH, and TMX, each on behalf of himself, herself, or itself and
each of their heirs, successors, assigns, officers, directors, employees and
agents, hereby remise, release and forever discharge CLEB and its successors,
assigns, officers, directors, employees and agents, from any and all debts,
demands, claims, actions, causes of action, liabilities, suits, accounts,
covenants, contracts and damages of every name and nature, both in law and
equity, which MDH, DLH or TMX now has or ever had against any of them.
In witness whereof, the undersigned have duly executed this Settlement
Agreement and Release as a sealed instrument as of the day and year first above
written.
Witness: /s/ Michael D. Herman
Michael D. Herman
Print Name:
Witness: /s/ Debra Lee Herman
Debra Lee Herman
Print Name:
Celebrity Entertainment, Inc.
Witness: By:/s/ James J. McNamara
James J. McNamara, President
Print Name:
TeleMatrix, Inc.
Witness: By:/s/ Dale Pelletier
Dale Pelletier, President
Print Name:
EXHIBIT B
STATEMENT REGARDING JOINT FILING
The undersigned hereby represent that the attached amendment to Schedule
13D is filed on behalf of each of them.
8/27/96 /s/ Michael D. Herman
Date Michael D. Herman
TeleMatrix, Inc.
8/27/96 By:/s/ Dale Pelletier
Date Dale Pelletier, President
8/27/96 /s/ Debra L. Herman
Date Debra L. Herman
