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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
INSCI CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45765T106
(CUSIP Number)
Robert M. Mule
Reid and Riege, P.C.
One State Street
Hartford, Connecticut 06103
860-240-1010
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 9, 1998
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(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [_].
NOTE: Schedules filed in paper format shall include a signed original and give
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
Page 1 of 6 Pages
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Schedule 13D
CUSIP No. 45765T106
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(1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas P. Farkas
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [_]
(b) [_]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (conversion of preferred stock)
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e): [_]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES (7) SOLE VOTING POWER 1,696,962
BENEFICIALLY OWNED (8) SHARED VOTING POWER 0
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 1,696,962
PERSON WITH: (10) SHARED DISPOSITIVE POWER 0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,696,962
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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)
26.1%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 2 of 6 Pages
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REPORTING PERSON: Thomas P. Farkas
ISSUER: INSCI CORP.
CUSIP NUMBER: 45765T106
Item 1. Security and Issuer.
This Schedule is filed with respect to the Common Stock, $0.01 par
value (the "Common Stock"), of INSCI Corp. (the "Issuer"). The principal
executive offices of the Company is Two Westborough Business Park,
Westborough, Massachusetts 01581.
Item 2. Identity and Background.
(a) This Schedule is filed on behalf of Thomas P. Farkas (the
"Reporting Person").
(b) Reporting Person's business address is in care of Dynamic Controls
Corporation, 8 Nutmeg Road South, Post Office Box 73, South
Windsor, Connecticut 06074.
(c) The present principal occupation of Reporting Person is President
of Dynamic Controls Corporation ("Dynamic"). The principal
business of Dynamic is a holding company. The address of Dynamic
is 8 Nutmeg Road South, Post Office Box 73, South Windsor,
Connecticut 06074.
(d) During the last five years, Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Reporting Person has not been party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction that resulted in 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.
(f) Reporting Person is a United States Citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Reporting Person has been a holder of common and preferred stock of the
Issuer for a period of time. The transaction giving rise to the filing
of this Schedule 13D was Reporting Person's conversion of his preferred
stock holdings in the Issuer into 1,321,039 shares of the Issuer's
Common Stock.
Item 4. Purpose of Transaction.
Reporting Person's acquisition of the Issuer's securities, including the
shares of Common Stock described in Item 3, was and is for investment
purposes. Reporting Person has no present plans or proposals which
would relate to or would result in:
Page 3 of 6 Pages
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REPORTING PERSON: Thomas P. Farkas
ISSUER: INSCI CORP.
CUSIP NUMBER: 45765T106
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) After giving effect to the transaction described in item 3, the
aggregate number of shares of Common Stock beneficially owned by
Reporting Person is 1,696,962 or approximately 26.1% of the issued
and outstanding shares of Common Stock. The shares beneficially
owned by Reporting Person include 38,000 shares of Common Stock
which may be acquired pursuant to warrants to purchase Common Stock
owned by Reporting Person.
(b) The number of shares of Common Stock as to which Reporting Person
has the sole power to vote, to direct the vote, to dispose and to
direct the disposition is 1,696,962
Page 4 of 6 Pages
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REPORTING PERSON: Thomas P. Farkas
ISSUER: INSCI CORP.
CUSIP NUMBER: 45765T106
shares, and the number of shares of Common Stock as to which
Reporting Person shares the power to vote, to direct the vote, to
dispose and to direct the disposition is 0.
(c) Except for the transaction described in item 3 and 4, there have
been no other transactions in the Common Stock that were effected
by Reporting Person during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Reporting Person and any person with
respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 6 Pages
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REPORTING PERSON: Thomas P. Farkas
ISSUER: INSCI CORP.
CUSIP NUMBER: 45765T106
SIGNATURE
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.
April 16, 1998
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(Date)
/S/Thomas P. Farkas
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(Signature)
Thomas P. Farkas
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Page 6 of 6 Pages
