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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. 5)*
NETWORK IMAGING CORPORATION
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title and Class of Securities)
64121B 10 5
(CUSIP Number)
Robert M. Sterling, Jr.
5733 Pecks Point Road
Easton, MD 21601
(410)820-7860
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 31, 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 the
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 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 thepurpose 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. 64121 B 10 5 Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Sterling, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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 1,926,825
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,926,825
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,926,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
14 TYPE OF REPORTING PERSON
IN
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Page 3 of 5
This statement amends and supplements the Schedule 13D as
originally filed with the Securities and Exchange Commission (the
"SEC") on May 12, 1992, as amended by Amendment No.1 filed on October
12, 1993, Amendment No.2 filed on November 9, 1993, Amendment No.3
filed on June 21, 1995 and Amendment No.4 filed on February 2, 1996,
on behalf of Robert M. Sterling, Jr.
Item 1. Security and Issuer
This statement relates to the common stock, $.0001 par value per
share (the Common Stock ), of Network Imaging Corporation ( NIC or
the Company ), a Delaware corporation, which has its principal
executive offices at 500 Huntmar Park Drive, Herndon, Virginia 20170.
Item 2. Identity and Background
(a) Name: Robert M. Sterling, Jr.
(b) Residence Address: Robert M. Sterling, Jr.
5733 Pecks Point Road
Easton, Maryland 21601
(c) Present Principal Occupation: Private Consultant.
(d) During the last five years has the person identified in (a)
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors): No.
(e) During the last five years, was the person identified in
(a) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, or finding
any violation with respect to, federal or state securities
laws: No.
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Effective July 31, 1996 all the unvested options held by Mr.
Sterling under the Company s stock option plans were vested pursuant
to an Amendment to Agreements (the Agreement ) entered into by
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Page 4 of 5
Mr. Sterling and the Company. As a result, Mr. Sterling became
the beneficial owner of 557,137 shares of Common Stock underlying
the previously unvested options.
Mr. Sterling has acquired securities of the Company for
investment. Mr. Sterling expects to assess regularly the
investment merits of his position in the securities of the
Company, and at some future time may acquire additional
securities of the Company or dispose of some or all of his
position, depending on price and market conditions, evaluations
of prospects for the Company and of alternative investments, and
other factors.
Item 5. Interest in Securities of the Issuer
Mr. Sterling currently owns beneficially an aggregate of
1,926,825 shares of Common Stock. These shares include the
482,500 shares of Common Stock owned directly by Mr. Sterling as
to which he has sole voting and investment power, 96,000 shares
of Common Stock which he may acquire upon exercise of Redeemable
Common Stock Purchase Warrants of the Company owned by him and
1,348,325 shares which he may acquire within 60 days upon
exercise of options which he holds. The shares of the Common
Stock beneficially owned by Mr. Sterling constitute 8.6% of the
shares of the Common Stock outstanding on August 15, 1996.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
See response to Item 4.
Item 7. Material to be filed as Exhibits
(a) Amendment to Agreements dated July 31, 1996.
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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.
August 27, 1996 /s/ Robert M. Sterling, Jr.
Date Robert M. Sterling, Jr.
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AMENDMENT to Agreements dated January 3, 1994, August 15,
1994 and August 3, 1995 under the 1994 Key Employee Incentive
Stock Option Plan and Agreement dated March 11, 1993 under the
1993 Key Employee Incentive Stock Option Plan B (collectively,
the Agreements ) by and between Robert M. Sterling, Jr. (the
"Optionee") and Network Imaging Corporation (the Company ),
WHEREAS, the Optionee has served the Company as a director
and executive officer and is currently serving as a consultant to
the Company;
WHEREAS, the Board of Directors of the Company on July 31,
1996 took action to amend the Agreements to accelerate the
vesting of options and thereby alleviate the potential adverse
impact on the Company and the Optionee of certain Internal
Revenue Code provisions which in the case of a change in control
of the Company could limit deductions available to the Company
for certain payments and impose an excise tax on the Optionee
with respect to those payments;
NOW, THEREFORE, in consideration of the premises, the
parties hereto agree as follows:
1. All options granted pursuant to the Agreements which
have not heretofore vested shall vest as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of July 31, 1996.
NETWORK IMAGING CORPORATION
By /s/ Robert P. Bernardi /s/ Robert M. Sterling, Jr.
Robert P. Bernardi Robert M. Sterling, Jr.
Chairman
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