UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Healthcare Imaging Services, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
421 939 109
(CUSIP Number)
Scott M. Zimmerman, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
May 2, 1996
(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: [ ]
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SCHEDULE 13D
CUSIP No. 421 939 109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott H. Vernon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO and PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,080,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,080,500
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,080,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
14 TYPE OF REPORTING PERSON
IN
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Amendment No. 1 to Schedule 13D
Healthcare Imaging Services, Inc.
This Amendment No. 1 to Schedule 13D relating to Elliott H. Vernon's
beneficial ownership of shares of the common stock, par value $0.01 per share
(the "Common Stock"), of Healthcare Imaging Services, Inc. (the "Company")
amends and supplements the original Schedule 13D filed by Elliott H. Vernon with
the Securities and Exchange Commission on March 4, 1994 (the "Schedule 13D").
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended to include the
following information:
As of February 1, 1996, the Company amended its employment
agreement with Elliott H. Vernon, the Company's Chairman of the Board,
President and Chief Executive Officer. Pursuant to such amendment, the
employment agreement's expiration date of October 22, 1996 was extended
to October 22, 1997 and during such one-year extension Mr. Vernon's
annual base compensation will be reduced from $200,000 to $100,000. Upon
execution of such amendment, options (the "Vernon Old Options") that Mr.
Vernon held as of such date exercisable to purchase an aggregate of
270,000 shares of Common Stock under the Company's 1991 Stock Option
Plan were terminated, and the Company granted him options (subject to
certain stockholder ratification and approvals) exercisable until
February 1, 2001 to purchase an aggregate of 500,000 shares of Common
Stock at a cash exercise price of $0.75 per share (the "Vernon New
Options"). The Vernon New Options became fully vested on May 2, 1996
upon receipt of the required stockholder ratification and approvals at
the Company's 1996 Annual Meeting of Stockholders.
On February 9, 1996, Mr. Vernon purchased 11,500 shares (the
"Vernon Series C Shares") of the Company's Series C Convertible
Preferred Stock (the "Series C Stock") for a purchase price of $25,875
in connection with the Company's sale on such date of an aggregate of
600,000 shares of Series C Stock for an aggregate purchase price of
$1,350,000 in a private placement transaction. The source of the funds
for Mr. Vernon's purchase was his personal funds. The Vernon Series C
Shares became convertible at Mr. Vernon's option into an aggregate of
80,500 shares of Common Stock on May 2, 1996 upon receipt of certain
required stockholder approvals at the Company's 1996 Annual Meeting of
Stockholders.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended to include the
following information:
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As of the date hereof, Mr. Vernon beneficially owns 1,080,500
shares of Common Stock, which represents approximately 19.5% of the
outstanding shares of Common Stock. (According to the Company's Form
10-Q for the quarterly period ended March 31, 1996, as of May 15, 1996
there were 4,961,974 shares of Common Stock outstanding. Accordingly, in
computing the percentage of Common Stock beneficially owned by Mr.
Vernon, such number, as adjusted for exercisable options and convertible
securities, was used.) Such 1,080,500 shares include 500,000 shares of
Common Stock issuable upon exercise of the Vernon New Options which are
currently exercisable and 80,500 shares of Common Stock issuable upon
conversion of the Vernon Series C Shares which are currently
convertible. Such 1,080,500 shares do not include the Vernon Restricted
Stock Grant because Mr. Vernon has neither voting power nor investment
power with respect to such shares until they become vested. Mr. Vernon
has sole voting and dispositive power with respect to such 1,080,500
shares. Assuming conversion of all of the Series C Stock into an
aggregate of 4,620,000 shares of Common Stock, Mr. Vernon's beneficial
ownership of 1,080,500 shares of Common Stock would represent
approximately 10.7% of the outstanding shares of Common Stock.
Otherthan as set forth herein, Mr. Vernon has not engaged in
any transactions in the securities of the Company during the sixty
days preceding the date hereof.
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Signatures
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: May 22, 1996 By: /s/ Elliott H. Vernon
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