<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(Amendment No. __ )(1)
MAGNA-LAB INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
559235-10-6
------------------------------
(CUSIP Number)
RICHARD ABBE
C/O HAMPSHIRE SECURITIES CORP.
640 FIFTH AVENUE
NEW YORK, NEW YORK 10016
TELEPHONE: (212) 641-3500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
KENNETH R. KOCH, ESQ.
SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP
551 FIFTH AVENUE
NEW YORK, NEW YORK 10176
TELEPHONE: (212) 661-6500
DECEMBER 4, 1997
------------------------------------------------
(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. / /
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.
(Page 1 of 10 Pages)
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(1) The remainder of this cover page shall be filled out for a person's initial
filing on this form with respect to the subject class of securitie, 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 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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CUSIP NO. 559235-10-6 13D PAGE 2 OF 10 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Colman Abbe Employer Tax Id:
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
500,000 (See Item 5)
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 500,000 (See Item 5)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 559235-10-6 13D PAGE 3 OF 10 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard Abbe Employer Tax Id:
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
500,000 (See Item 5)
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 500,000 (See Item 5)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 559235-10-6 13D PAGE 4 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leo Abbe
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
500,000 (See Item 5)
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 500,000 (See Item 5)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 559235-10-6 13D PAGE 5 OF 10 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Berman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
500,000 (See Item 5)
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 500,000 (See Item 5)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10 Pages
This Statement on Schedule 13D is filed as a result of a closing on
December 4, 1997 by the issuer, Magna-Lab Inc., a New York corporation (the
"Company"), of a private placement (the "Private Placement") of a minimum of
9,600,000 and a maximum of 16,800,000 shares of the Company's Class A Common
Stock, $.001 par value ("Shares") at $0.125 per Share, and pursuant to
subscription agreements, the form of which is attached hereto as Exhibit 1 (the
"Subscription Agreement"), with each of Colman Abbe, Richard Abbe, Leo Abbe and
Jeffrey Berman (the "Reporting Persons"), among others, and is being filed
because of the possibility that the Reporting Persons may be deemed members of a
"group." The Reporting Persons disclaim any such "group" membership.
ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to the Shares of the Company. The address of the
Company's principal executive offices is P.O. Box 1313, Brentwood, New York
11717.
ITEM 2. IDENTITY AND BACKGROUND.
The following table sets for the information required by items (a), (b),
(c) and (f) of Item 2 of Schedule 13D for each of the Reporting Persons. None
of the persons listed in the table has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding as a result of which such
person was or is subject to a 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.
<TABLE>
<CAPTION>
- ------------------- ----------------------------------- ---------------------------------- -------------
(c)
Principal Occupation; (f)
(b) Name, Principal Citizenship
(a) Residence or Business Business and Address of or State of
Name Address Employer Organization
- ------------------- ----------------------------------- ---------------------------------- -------------
<S> <C> <C> <C>
Colman Abbe c/o Hampshire Securities Corp. Consultant to Hampshire USA
640 Fifth Avenue Securities Corp. ("Hampshire"),
New York, NY 10016 a provider of investment and
financial services
- ------------------- ----------------------------------- ---------------------------------- -------------
Richard Abbe c/o Hampshire Securities Managing Director of USA
Corp. Hampshire
640 Fifth Avenue
New York, NY 10016
- ------------------- ----------------------------------- ---------------------------------- -------------
Leo Abbe c/o Hampshire Securities Managing Director of USA
Corp. Hampshire
640 Fifth Avenue
New York, NY 10016
- ------------------- ----------------------------------- ---------------------------------- -------------
Jeffrey Berman c/o Hampshire Securities Sr. Managing Director of USA
Corp. Hampshire
640 Fifth Avenue
- ------------------- ----------------------------------- ---------------------------------- -------------
</TABLE>
<PAGE>
Page 7 of 10 Pages
<TABLE>
- ------------------- ----------------------------------- ---------------------------------- -------------
<S> <C>
New York, NY 10016
- ------------------- ----------------------------------- ---------------------------------- -------------
</TABLE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
Each Reporting Person used personal funds in the amount of $62,500 to
purchase Shares in the Private Placement.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired Shares for investment purposes only, and,
depending on market conditions, may accumulate additional Shares, or dispose of
Shares. The Reporting Persons, together with the other participants in the
Private Placement, have the right to appoint three members of the Company's
Board of Directors pursuant to the Subscription Agreement. The identity of such
appointees has not yet been determined.
None of the Reporting Persons have any present plans which relate to or
which would result in the acquisition of any additional securities of the
Company, nor do any of them have any present plans or proposals which would
relate to or result in: an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the Company or any of its
subsidiaries; a sale or transfer of a material amount of the assets of the
Company or any of its subsidiaries; any change in the present board of directors
or management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the board
(except as disclosed above); any material change in the present capitalization
or dividend policy of the Company; any other material change in the Company's
business or corporate structure; changes in the Company's charter or bylaws or
other actions which may impede the acquisition of control of the Company by any
person; causing a class of securities of the Company 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; a
class of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or any action similar to
any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 4, 1997, each Reporting Person owned 500,000 Shares,
which represents approximately 3.7%, and, if such Reporting Persons were deemed
to be a "group" within the meaning of Section 13(d)(1) of Securities and
Exchange Act of 1934, as amended (the "Act"), such group would beneficially own
approximately 14.9% of the outstanding Shares of the Company. The filing of
this Statement shall not be construed as an admission by any Reporting Person
that such Reporting Person is, for purposes of Sections 13(d) or 13(g) of the
Act, the beneficial owner of any securities covered by this Statement.
(b) None of the Reporting Persons identified in Item 2(a) share voting
power or dispositive power of any Shares.
<PAGE>
Page 8 of 10 Pages
(c) None of the Reporting Persons has effected any transactions in Shares
during the past sixty days, other than by participation in the Private Placement
pursuant to the Subscription Agreement as described above.
(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) among the Reporting Persons or between the Reporting
Persons, or any of them, and any other person with respect to any securities of
the Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, except for the Subscription Agreement, and except that
Richard Abbe and Leo Abbe are the sons of Colman Abbe and Jeffrey Berman is the
son-in-law of Colman Abbe and the brother-in-law of Richard Abbe and Leo Abbe.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Subscription Agreement
99.2 Joint Filing Agreement, dated December 12, 1997, by and among the
Reporting Persons.
<PAGE>
Page 9 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: December 12, 1997
/s/ Colman Abbe
-----------------------------
Colman Abbe
/s/ Richard Abbe
-----------------------------
Richard Abbe
/s/ Leo Abbe
-----------------------------
Leo Abbe
/s/ Jeffrey Berman
-----------------------------
Jeffrey Berman
<PAGE>
Page 10 of 10 Pages
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- ---------------------------------------------------------------------
99.1 Form of Subscription Agreement
99.2 Joint Filing Agreement, December 12, 1997, by and among the Reporting
Persons.
<PAGE>
Exhibit 99.1
MAGNA-LAB INC.
SUBSCRIPTION AGREEMENT made as of this 3rd day of November, 1997
between Magna-Lab Inc., a New York corporation (the "Company"), and the
undersigned (the "Subscriber").
WHEREAS, the Company desires to issue in a private placement to
accredited investors a minimum of $14,400,000 and a maximum of 16,800,000 shares
of the Company's Class A Common Stock, $.001 par value (the "Shares") on the
terms and conditions hereinafter set forth, and the Subscriber desires to
acquire the number of Shares set forth on the signature page hereof.
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
I. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER
1.1 Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and agrees to purchase from the Company the
number of Shares set forth upon the signature page hereof at a price equal to 12
1/2 cents per Share, and the Company agrees to sell such number of Shares for
said purchase price. The purchase price is payable by (i) check made payable to
Rubin, Baum, Levin, Constant & Friedman, Escrow Agent (the "Escrow Agent"), or
(ii) wire transfer in accordance with the wire transfer instructions set forth
on Exhibit A hereto, contemporaneously with the execution and delivery of this
Subscription Agreement. Certificates representing the Shares will be delivered
by the Company within fourteen (14) days following the consummation of this
offering as set forth in Article III hereof. The Subscriber understands
however, that this purchase of Shares is contingent upon the Company making
sales of a minimum of 14,400,000 Shares prior to the Termination Date as defined
in Article III hereof.
1.2 The Subscriber recognizes that the purchase of the Shares
involves a high degree of risk that (i) the Company has had only limited
operations, minimal revenues and requires substantial funds in addition to the
proceeds of this private placement; (ii) the Company's operations have been
drastically curtailed since its fiscal year ended February 28, 1997 due to lack
of working capital and its inability to raise additional financing (reference is
made to the Company's Current Report on Form 8-K for March 17, 1997 (the "Form
8-K") and Annual Report on Form 10-KSB for the year ended February 28, 1997 (the
"Form 10-KSB"); (iii) an investment in the Company is highly speculative and
only investors who can afford the loss of their entire investment should
consider investing in the Company and the Shares, (iv) he may not be able to
liquidate his investment; (v) transferability of the Shares is extremely limited
and no registration rights are provided to Subscribers in the offering; and (vi)
in the event of a disposition, an investor could sustain the loss of his entire
investment.
<PAGE>
1.3 The Subscriber represents that he is an "accredited investor" as
such term is defined in Rule 501 of Regulation D promulgated under the United
States Securities Act of 1933, as amended (the "Act"), as indicated by his
responses to the Confidential Purchaser Questionnaire, and that he is able to
bear the economic risk of an investment in the Shares.
1.4 The Subscriber acknowledges that he has prior investment
experience, including investment in non-listed and non-registered securities, or
he has employed the services of an investment advisor, attorney or accountant to
evaluate the merits and risks of an investment in the Shares on his behalf, and
that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the
Form 10-KSB and the Form 8-K (collectively, the "Offering Documents"). The
Subscriber further acknowledges that he is aware that the Company, due to lack
of funds, was late in the filing of its Form 10-KSB and has not filed its
Quarterly Reports on Form 10-QSB for the quarters ended May 31, and August 31,
1997. Accordingly, current financial statements as of a date subsequent to
February 28, 1997 are not available The Subscriber hereby represents that he
has been furnished by the Company during the course of this transaction with all
information regarding the Company which he had requested or desired to know,
that all documents which could be reasonably provided have been made available
for his inspection and review, and that such information and documents have, in
his opinion, afforded the Subscriber with substantially all of the same
information that would be provided him in a registration statement filed under
the Act; and that he has been afforded the opportunity to ask questions of and
receive answers from duly authorized officers or other representatives of the
Company concerning the terms and conditions of the offering, and any additional
information which he had requested.
1.6 The Subscriber hereby acknowledges that this offering has not
been reviewed by the United States Securities and Exchange Commission ("SEC")
because of the Company's representations that this is intended to be a nonpublic
offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber
represents that the Shares are being purchased for his own account, for
investment and not for distribution or resale to others. The Subscriber agrees
that he will not sell or otherwise transfer the Shares unless they are
registered under the Act or unless an exemption from such registration is
available.
1.7 The Subscriber understands that the Shares have not been
registered under the Act by reason of a claimed exemption under the provisions
of the Act which depends, in part, upon his investment intention. In this
connection, the Subscriber understands that it is the position of the SEC that
the statutory basis for such exemption would not be present if his
representation merely meant that his present intention was to hold such
securities for a short period, such as the capital gains period of tax statutes,
for a deferred sale, for a market rise, assuming that a market develops, or for
any other fixed period. The Subscriber realizes that, in the view of the SEC, a
purchase now with an intent to resell would represent a purchase with an intent
inconsistent with his representation to the Company, and the SEC might regard
such a sale or disposition as a deferred sale to which such exemptions are not
available.
-2-
<PAGE>
1.8 The Subscriber understands that Rule 144 (the "Rule") promulgated
under the Act requires, among other conditions, a one year holding period prior
to the resale (in limited amounts) of securities acquired in a non-public
offering without having to satisfy the registration requirements under the Act.
The Subscriber understands that the Company currently does not fulfill, and
makes no representation or warranty regarding its fulfillment in the future of,
any reporting requirements under the Securities Exchange Act of 1934, as
amended, or its dissemination to the public of any current financial or other
information concerning the Company, as is required by the Rule as one of the
conditions of its availability. The Subscriber understands and hereby
acknowledges that the Company is under no obligation to register the Shares
under the Act. The Subscriber consents that the Company may, if it desires,
permit the transfer of the Shares out of his name only when his request for
transfer is accompanied by an opinion of counsel reasonably satisfactory to the
Company that neither the sale nor the proposed transfer results in a violation
of the Act or any applicable state "blue sky" laws (collectively "Securities
Laws"). The respective heirs, representatives, successors and assigns harmless
and to indemnify them against all liabilities, costs and expenses incurred by
them as a result of any misrepresentation made by him contained herein or in the
Confidential Purchaser Questionnaire or any sale or distribution by the
undersigned Subscriber in violation of any Securities Laws.
1.9 The Subscriber consents to the placement of a legend or any
certificate or other document evidencing the Shares stating that they have not
been registered under the Act and setting forth or referring to the restrictions
on transferability and sale thereof.
1.10 The Subscriber understands that the Company will review this
Subscription Agreement and the Confidential Purchaser Questionnaire and is
hereby given authority by the undersigned to call his bank or place of
employment or otherwise review the financial standing of the Subscriber; and it
is further agreed that the Company reserves the unrestricted right to reject or
limit any subscription and to close the offer at any time.
1.11 The Subscriber hereby represents that the address of Subscriber
furnished by him at the end of this Subscription Agreement is the undersigned's
principal residence if he is an individual or its principal business address if
it is a corporation or other entity.
1.12 The Subscriber acknowledges that if he is a Registered
Representative of an NASD member firm, he must give such firm the notice
required by the NASD's Rules of Fair Practice, receipt of which must be
acknowledged by such firm on the signature page hereof.
1.13 The Subscriber hereby represents that, except as set forth in the
Offering Documents, no representations or warranties have been made to the
Subscriber by the Company or any agent, employee or affiliate of the Company and
in entering into this transaction, the Subscriber is not relying on any
information, other than that contained in the Offering Documents and the results
of independent investigation by the Subscriber.
-3-
<PAGE>
II. REPRESENTATIONS BY THE COMPANY
2.1 Company represents and warrants to the Subscriber that prior to
the consummation of this offering and at the Closing Date:
(a) The Company is a corporation duly organized, existing and in
good standing under the laws of the State of New York and has the corporate
power to conduct the business which it conducts and proposes to conduct.
(b) The execution, delivery and performance of this Subscription
Agreement by the Company will have been duly approved by the Board of Directors
of the Company and all other actions required to authorize and effect the offer
and sale of the Shares will have been duly taken and approved.
(c) The Shares have been duly and validly authorized and when
issued and paid for in accordance with the terms hereof, will be fully paid and
nonassessable.
(d) The execution and delivery of this Subscription Agreement,
the issuance of the Shares and the incurrence of the obligations herein set
forth and the consummation of the transactions herein contemplated, will not
result in a violation of, or constitute a default under, the certificate of
incorporation or by-laws, in the performance or observance of any material
obligations, agreement, covenant or condition contained in any bond, debenture,
note or other evidence of indebtedness to which the Company is a part or by
which it or any of its properties may be bound or in violation of any material
order, rule, regulations writ, injunction, or decree of any government,
governmental instrumentality or court, domestic or foreign.
III. TERMS OF SUBSCRIPTION
3.1 The subscription period will begin on November 3, 1997 and will
terminate upon the earlier to occur of (i) the sale of all of the Shares of (ii)
11:59 PM Eastern time on November 14, 1997 unless extended by the Company for an
additional period or periods not exceeding 30 days in the aggregate (the
"Termination Date"). The minimum of 14,400,000 Shares are offered on an "all or
none" basis, and the acceptance of subscriptions in excess of the minimum number
of Shares is at the discretion of the Company. The minimum subscription per
Subscriber shall be $25,000; provided, however, that smaller investments may be
accepted at the discretion of the Company.
3.2 Pending the sale of the Shares, all funds paid hereunder shall be
deposited by the Company in escrow with the Escrow Agent. If the Company shall
not have obtained subscriptions (including this subscription) for purchases of
14,400,000 Shares, on or before the Termination Date, then this subscription
shall be void and all funds paid hereunder by the
-4-
<PAGE>
Subscriber, without interest, shall be promptly returned to the Subscriber,
subject to paragraph 3.4 hereof.
3.3 The Subscriber hereby authorizes and directs the Company to
deliver the Shares to be issued to such Subscriber pursuant to this Subscription
Agreement either to the residential or business address indicated in the
Confidential Purchaser Questionnaire.
3.4 The Subscriber hereby authorizes and directs the Escrow Agent to
return any funds for unaccepted subscriptions to the same account from which the
funds were drawn.
IV. CERTAIN COVENANTS AND UNDERSTANDINGS
Each Subscriber acknowledges and agrees with the Company as follows:
4.1 The outstanding shares and derivative securities of the Company
(before giving effect to the issuance of the Shares) will be substantially as
set forth in Exhibit B hereto. It is anticipated that the outstanding warrants
and unit purchase options reflected on Exhibit B will be subject to substantial
dilution adjustment as a result of the issuance price for the Shares being at
below the current market price for the Shares.
4.2 Upon completion of the offering the Board of Directors of the
Company will consist of eight directors: (i) two of the three current directors,
(ii) Dan Mulvena, (iii) three directors to be designated by Subscribers and (iv)
Drs. Fuster and Teischholz.
4.3 Each Subscriber commits to use its best efforts to cause the
completion of (a) within 180 days another private placement to accredited
investors for gross proceeds to the Company of approximately $2,000,000 and (b)
an underwritten public equity offering of not less than $5,000,000 the terms and
timing of which are to be agreed upon. In connection with said public offering,
each Subscriber agrees to execute such lock-up agreements as may be requested by
the underwriter(s) therefor.
4.4 Dan Mulvena will be engaged as Chairman and Chief Executive
Officer of the Company and Dr. Lawrence A. Minkoff will be President of the
Company.
V. MISCELLANEOUS
5.1 Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, or delivered by hand (or express delivery service) against
written receipt therefor, addressed to the Company, at c/o Rubin, Baum, Levin,
Constant and Friedman, 30 Rockefeller Plaza, New York, New York 10112,
Attention: Irwin M. Rosenthal, Esq. and to the Subscriber at his address
-5-
<PAGE>
indicated on the last page of this Subscription Agreement. Notices shall be
deemed to have been given on the date of mailing or hand delivery, except
notices of change of address, which shall be deemed to have been given when
received.
5.2 This Subscription Agreement shall not be changed, modified or
amended except by a writing signed by the parties to be charged, and this
Subscription Agreement may not be discharged except by performance in accordance
with its terms or by a writing signed by the party to be charged.
5.3 This Subscription Agreement shall be binding upon and inure to
the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Subscription Agreement sets forth
the entire agreement and understanding between the parties as to the subject
matter thereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.
5.4 Notwithstanding the place where this Subscription Agreement may
be executed by any of the parties hereto, the parties expressly agree that all
the terms and provisions hereof shall be construed in accordance with and
governed by the laws of the State of New York. The parties hereby agree that
any dispute which may arise between them arising out of or in connection with
this Subscription Agreement shall be adjudicated before a court located in New
York City and they hereby submit to the exclusive jurisdiction of the courts of
the State of New York located in New York, New York and of the federal courts in
the Southern District of New York with respect to any action or legal proceeding
commenced by any part, and irrevocably waive any objection they now or hereafter
may have respecting the venue of any such action or proceeding brought in such a
court or respecting the fact that such court is an inconvenient forum, relating
to or arising out of this Subscription Agreement or any acts or omissions
relating to the sale of the securities hereunder, and consent to the service of
process in any such action or legal proceeding by means of registered or
certified mail, return receipt requested, in care of the address set forth below
or such other address as the undersigned shall furnish in writing to the other.
5.5 This Subscription Agreement may be executed in counterparts.
Upon the execution and deliver of this Subscripting Agreement by the Subscriber,
this Subscription Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of Shares as herein provided; subject, however, to
the right hereby reserved to the Company to enter into the same agreements with
other subscribers and to add and/or to delete other persons as subscribers.
5.6 The holding of any provision of this Subscription Agreement to be
invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Subscription Agreement, which shall remain in full
force and effect.
-6-
<PAGE>
5.7 It is agreed that a waiver by either party of a breach of any
provision of this Subscription Agreement shall not operate, or be construed, as
a waiver of any subsequent breach by that same party.
5.8 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Subscription Agreement.
-7-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Subscription Agreement
as of the day and year first written above.
- ---------------------------------- ---------------------------------
Signature of Subscriber(s)
- ---------------------------------- ---------------------------------
Name of Subscriber(s)
[please print]
- ---------------------------------- ---------------------------------
Address of Subscriber(s)
- ---------------------------------- ---------------------------------
Social Security or Taxpayer
Identification Number of Subscriber(s)
- ---------------------------------- ---------------------------------
Number of Shares Subscribed For
$_________________________________
Purchase Price
Date: ________________, 1997
* If Subscriber is a Registered Representative with an NASD member firm, have
the following acknowledgment signed by the appropriate party:
The undersigned NASD member firm acknowledges receipt of the notice required by
Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.
Name of NASD Member Firm
- -----------------------------------
By: Authorized Officer
Subscription Accepted:
MAGNA-LAB INC.
By:
--------------------------------
Lawrence A. Minkoff
Chairman of the Board, President and
Chief Executive Officer
Date:_______________, 1997
<PAGE>
EXHIBIT A
WIRE TRANSFER INSTRUCTIONS
Wire transfers should be made to Rubin Baum Levin Constant & Friedman,
Attorney Trust Account, as Escrow Agent, Chase Manhattan Bank, Account Number
967-097940, ABA Routing Number 021000021. Ref: F/B/O Magna-Lab Inc.
-9-
<PAGE>
---------------------------------------
IMPORTANT Investor Name:_________________________
Please complete
---------------------------------------
INDIVIDUAL INVESTOR QUESTIONNAIRE
MAGNA-LAB INC.
MAGNA-LAB INC.
P.O. Box 1313
Brentwood, NY 11717-0689
The information contained in this Questionnaire is being furnished in order
to determine whether the undersigned's subscription to purchase shares of Class
A Common Stock ("Shares") of Magna-Lab Inc. (the "Company") may be accepted.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Shares is exempt from
registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or "blue sky" laws. Further, the
undersigned understands that the offering is required to be reported to the
Securities and Exchange Commission and to various state securities or "blue sky"
regulators.
- --------------------------------------------------------------------------------
IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE
PAGE (PAGE A-5)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH
FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages A-1 to A-5
and return both completed Questionnaires to the Company in the same envelope.
- --------------------------------------------------------------------------------
A-1
<PAGE>
(b) that my purchase of Shares will be solely for my own account and not for
the account of any other person (other than my spouse, if co-owner);
(c) that the name, home address and social security number or taxpayer
identification number as set forth in this Questionnaire are true, correct
and complete; and
(d) that one of the following is true and correct (check one):
PURCHASER SPOUSE, IF CO-OWNER
- --------- -------------------
/ / / / (i) I am a United States citizen or resident of the United
States for United States federal income tax purposes.
/ / / / (ii) I am neither a United States citizen nor a resident of
the United States for federal income tax purposes
IV. GENERAL INFORMATION
(a) PERSONAL INFORMATION
Purchaser
Name:
---------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
------------------------------
Residence Address:
--------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number:
-----------------------------------------------------
(Area Code) (Number)
Business Address:
---------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
A-2
<PAGE>
Business Telephone Number:
------------------------------------------------------
(Area Code) (Number)
I prefer to have correspondence sent to: / / Residence / / Business
NASD Affiliation or Association, if any:
----------------------------------------
If none, check here / /
Spouse, if Co-Owner
Name:
---------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
------------------------------
Residence Address:
--------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number:
-----------------------------------------------------
(Area Code) (Number)
Business Address (if different from Purchaser's):
-------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Business Telephone Number (if different from Purchaser's):
----------------------
(Area Code) (Number)
I prefer to have correspondence sent to: / / Residence / / Business
NASD Affiliation or Association, if any:
----------------------------------------
If none, check here / /
V. SIGNATURE
The Signature Page to this Questionnaire is contained on page A-5, entitled
Individual Signature Page.
A-3
<PAGE>
INDIVIDUAL SIGNATURE PAGE
__________
MAGNA-LAB INC.
__________
Your signature on this Individual Signature Page evidences your agreement
to be bound by the Questionnaire and the Subscription Agreement.
1. The Undersigned represents that (a) he/she has read and understands
the Subscription Agreement, (b) the information contained in this Questionnaire
is complete and accurate and (c) he/she will telephone the Company (contact at
(212) 698-7840, Attn: Irwin M. Rosenthal, Esq. immediately if any material
change in any of this information occurs before the acceptance of his/her
subscription and will promptly send the Company written confirmation of such
change.
- ------------------------------------- -------------------------, 1997
Number of Shares applied for Date
-----------------------------------
Name (Please Type or Print)
-----------------------------------
Signature
-----------------------------------
Name of Spouse if Co-Owner
(Please Type or Print)
-----------------------------------
Signature of Spouse if Co-Owner
- --------------------------------------------------------------------------------
IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE
PAGE (PAGE A-5)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH
FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages A-1 to A-5
and return both completed Questionnaires to the Company in the same envelope.
- --------------------------------------------------------------------------------
THE SECURITIES BEING SUBSCRIBED FOR HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED IN BY
COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF
SUCH SECURITIES IS NOT REQUIRED.
A-4
<PAGE>
MAGNA-LAB INC.
P.O. BOX 1313
BRENTWOOD, NEW YORK 11717-0689
November 14, 1997
To Each of the Addressees
on Appendix A hereto:
RE: PRIVATE PLACEMENT
Ladies and Gentlemen:
Please be advised that in accordance with the subscription documents for
the Magna-Lab Inc. offering of a minimum of 14,400,000 and a maximum of
16,800,000 shares of its Class A Common Stock, the termination date for the
offering has been extended from November 14, 1997 to November 27, 1997.
Very truly yours,
MAGNA-LAB INC.
By:
----------------------------------------------
Lawrence A. Minkoff, Chairman of the Board,
Chief Executive Officer and President
<PAGE>
MAGNA-LAB INC.
P.O. BOX 1313
BRENTWOOD, NEW YORK 11717-0689
November 26, 1997
To Each of the Subscribers in Magna-Lab's Private
Placement of Shares at 12 1/2 cents per Share
RE: PRIVATE PLACEMENT
Ladies and Gentlemen:
By the attached proposed Amendment No. 1 to the Subscription Agreement for
this Private Placement, Magna-Lab Inc. (the "Company") is requesting your
agreement to (i) a reduction in the "minimum" subscriptions required for a
closing from 14,400,000 Shares ($1,800,000 gross proceeds) to 9,600,000 Shares
($1,200,000 gross proceeds) and (ii) certain additional amendments to the
Subscription Agreement requested by some prospective subscribers. The request
for a reduced minimum is being made to enable the Company to conduct an initial
closing promptly in order to apply $500,000 to fund settlements with most of its
creditors on a substantially discounted basis. The Company believes it may lost
these favorable settlements unless it can fund them immediately. Subscriptions
slightly in excess of $1,250,000 have been received to date.
Unless, prior to the termination date of the offering, the Company receives
subscriptions for the original minimum of 14,400,000 Shares, only subscribers
who (in addition to having executed the Subscription Agreement and
Questionnaire) execute the attached Amendment will be deemed to have subscribed
to the amended offering (which will require a minimum of only 9,600,000 Shares).
The maximum offering continues to be 16,800,000 Shares ($2,100,000 gross
proceeds).
If you wish to purchase Company Shares in the reduced minimum offering,
please return your signed Amendment to the Company's counsel which is acting as
escrow agent for the offering (Rubin Baum Levin Constant & Friedman, as Escrow
Agent) by Monday morning, December 1, 1997, either by fax (212-698-7825,
Attention: Irwin Rosenthal, Esq.) or express delivery service (to Rubin Baum
Levin Constant & Friedman, 30 Rockefeller Plaza, New York, NY 10112, Attn: Irwin
M. Rosenthal, Esq.)
Pursuant to the Subscription Agreement, the Company has extended the
termination date for the Offering from November 14, 1997 to December 12, 1997.
Very truly yours,
MAGNA-LAB INC.
<PAGE>
MAGNA-LAB INC.
P.O. BOX 1313
BRENTWOOD, NEW YORK 11717-0689
November , 1997
Rubin Baum Levin Constant & Friedman,
as Escrow Agent
30 Rockefeller Plaza
New York, New York 10112
RE: PRIVATE PLACEMENT
Gentlemen:
Magna-Lab Inc. (the "Company") hereby acknowledges its acceptance of
subscriptions for _________ shares of its Class A Common Stock for gross
proceeds of $________ pursuant to its private offering of a minimum of
14,400,000 and a maximum of 16,800,000 shares of the Company's Class A Common
Stock (the "Offering"). Accordingly, the initial closing of the Offering has
been completed today.
You are authorized and directed to release and deliver the following
amounts from said gross proceeds.
II. To Angel & Frankel - $500,000;
III. To New York State Department of Law - check for $800.00; and
IV. to New York State Secretary of State - check for $150.00.
Please hold the remaining proceeds of today's closing in a sub-account of your
firm's bank account until further instructions from Magna-Lab Inc.
Very truly yours,
MAGNA-LAB INC.
By:
--------------------------------------------
Lawrence A. Minkoff, Chairman of the Board,
Chief Executive Officer and President
<PAGE>
PLEASE MAKE CHECK PAYABLE TO:
Rubin Baum Escrow Agent for Magna-Lab
Return check and documents, properly executed, to:
G-V Capital Corp.
150 Motor Parkway
Suite 311
Hauppauge, NY 11788
<PAGE>
APPENDIX A
"The shares evidenced by this certificate have not been registered under the
Securities Act of 1933, as amended, or any state securities law. No transfer,
sale or other disposition of these shares may be made unless a registration
statement with respect to these shares has become effective under said Act, or
the Company is furnished with an opinion of counsel satisfactory in form and
substance to it that such registration is not required."
<PAGE>
MAGNA-LAB INC.
AMENDMENT NO. 1, dated as of November 26, 1997, to SUBSCRIPTION
AGREEMENT made as of November 3, 1997 (the "Subscription Agreement") between
Magna-Lab Inc., a New York corporation (the "Company"), and the undersigned (the
"Subscriber").
WHEREAS, the Company and the Subscriber have entered into the
Subscription Agreement (and the Company has entered into similar subscription
agreements with other subscribers) relating to a private placement to accredited
investors of a minimum of 14,400,00 and a maximum of 16,800,000 shares of the
Company's Class A Common Stock, $.001 par value (the "Shares"), but now wish to
amend the Subscription Agreement to (a) reduce the minimum number of Shares
which must be sold before any sales pursuant to the offering may be consummated
from 14,400,000 Shares ($1,800,000 gross proceeds) to 9,600,000 Shares
($1,200,000 gross proceeds) and (b) in certain other respects.
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
1. DEFINITIONS; REFERENCES. Unless otherwise specifically defined
herein, each term used herein which is defined in the Subscription Agreement has
the meaning assigned to such term in the Subscription Agreement. Each reference
to "hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Subscription Agreement shall from and after the date hereof
refer to the Subscription Agreement as amended hereby.
2. EXTENSION OF TERMINATION DATE. Pursuant to Section 3.1 of the
Subscription Agreement, the Company has extended the Termination Date for the
offering to December 12, 1997.
3. AMENDMENT OF SUBSCRIPTION AGREEMENT. The Subscription Agreement is
hereby amended in the following respects:
(a) The number "14,400,000" in the "WHEREAS" paragraph and in
Sections 3.1 and 3.2 of the Agreement is hereby deleted and replaced by
"9,600,000."
(b) Section 4.2 of the Subscription Agreement is hereby amended to
read as follows:
"4.2 Upon completion of the offering the Board of Directors of
the Company will consist of eight directors: (i) two of the three
current directors, (ii) Dan Mulvena, (iii) three directors to be
designated by Subscribers and (iv) Dr. Tcichholz and another
<PAGE>
medical doctor to be designated by the current directors.
(c) The final sentence of Section 4.3 of the Subscription Agreement
is hereby amended by inserting at the end thereof (before the period) the
words: ", which shall be no less favorable than those required of the
Company directors and executive officers."
4. MULTIPLE CLOSINGS. The Company may conduct an initial closing upon
receipt and acceptances of subscriptions for the minimum 9,600,000 Shares
($1,200,000 gross proceeds) and may thereafter conduct additional closings (up
to the aggregate maximum offering of 16,800,000 Shares ($2,100,000 gross
proceeds)) on or prior to the December 12, 1997 Termination Date.
5. NO OTHER AMENDMENTS. Except as expressly amended hereby, the terms
and provisions of the Subscription Agreement shall remain in full force and
effect.
6. COUNTERPARTS. This Amendment No. 1 may be executed in counterparts
and by facsimile signature.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date first above written.
-------------------------------------
Signature of Subscriber(s)
MAGNA-LAB INC.
By:
----------------------------------
-2-
<PAGE>
EXHIBIT 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of the Statement on Schedule 13D (including all amendments
thereto) with respect to the Class A Common Stock, par value $.001 per share,
of Magna-Lab Inc., a New York corporation.
This Agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument.
Dated: December 12, 1997
/s/ Colman Abbe
-----------------------------
Colman Abbe
/s/ Richard Abbe
-----------------------------
Richard Abbe
/s/ Leo Abbe
-----------------------------
Leo Abbe
/s/ Jeffrey Berman
-----------------------------
Jeffrey Berman
