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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _)*
UNAPIX ENTERTAINMENT, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
904270 10 5
(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue, New York, New York 10016-2097
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 4, 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 o.
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).
Page 1 of 11
<PAGE>
CUSIP No. 904270 10 5 13D Page 2 of 11 Pages
- ------------------------ ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Strategic Growth International, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO - See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
| 7 SOLE VOTING POWER
|
| 580,000
NUMBER OF |-----------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY |
OWNED BY | 0
EACH |-----------------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON |
WITH | 580,000
|-----------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
| 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,000 shares (See Item 5(a))
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.25%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 904270 10 5 13D Page 3 of 11 Pages
- -------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Cooper
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF - See Item 3
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
| 7 SOLE VOTING POWER
|
| 11,000
NUMBER OF |-----------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY |
OWNED BY | 580,000
EACH |-----------------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON |
WITH | 11,000
|-----------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
| 580,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
591,000 shares (See Item 5(a))
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.42%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 904270 10 5 13D Page 4 of 11 Pages
- ------------------------- ------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stanley Altschuler
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF- See Item 3
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
| 7 SOLE VOTING POWER
|
| 39,500
NUMBER OF |-----------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY |
OWNED BY | 580,000
EACH |-----------------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON |
WITH | 39,500
|-----------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
| 580,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
619,500 shares (See Item 5(a))
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.81%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, $.01 par value (the "Common Stock"), of Unapix Entertainment, Inc.
(the "Issuer"), a Delaware corporation, whose principal executive offices are
located at 200 Madison Avenue, 24th Floor, New York, New York 10016.
The percentage of beneficial ownership reflected in this Schedule 13D
is based upon 5,693,112 shares of Common Stock outstanding on June 20, 1997,
which number has been obtained from the Issuer's Registration Statement on Form
S-3 filed with the Securities and Exchange Commission on June 20, 1997.
Item 2. Identity and Background.
(a) Name: This Schedule 13D is filed jointly by Strategic Growth
International, Inc. ("SGI"), Richard Cooper ("Cooper") and Stanley Altschuler
("Altschuler"). Cooper and Altschuler each own 50% of the Common Stock of SGI.
Cooper is the Chairman and Altschuler is the President of SGI.
(b) State of Incorporation and Citizenship: SGI is a Delaware corporation.
Cooper and Altschuler are citizens of the United States.
(c) Business Address: The business address of SGI, Cooper and Altschuler is
111 Great Neck Road, Great Neck, New York 11021.
(d) Principal Business: SGI is a public relations firm that is principally
engaged in providing investor relations services to corporate clients.
(e) During the last five years, neither Cooper or Altschuler nor any
executive officer or director of SGI have been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
(f) During the last five years, neither Cooper or Altschuler nor SGI or any
of its executive officers or directors have been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction resulting in any
judgment, decree or final order enjoining Cooper or Altschuler or SGI or any of
its executive officers or directors from engaging in future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
SGI was issued the securities described below in Item 5(c) in
consideration for rendering investor relations consulting services to the
Issuer. Cooper and Altschuler used personal funds to acquire the securities
owned by them individually described below in Item 5(c).
Page 5 of 11
<PAGE>
Item 4. Purpose of Transactions.
Cooper, Altschuler and SGI have acquired the securities specified in
Item 5(c) of this Schedule 13D in order to obtain equity positions in the Issuer
for investment purposes. Cooper, Altschuler and SGI may acquire or dispose of
additional shares of the Issuer depending upon market conditions. Cooper,
Altschuler and SGI have no present plans which relate to or would result in: an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries; a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries; 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; any material change in the present
capitalization or dividend policy of the Issuer; any other material change in
the Issuer's business or corporate structure; changes in the Issuer's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; 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; causing a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or any action similar
to the above.
Item 5. Interest in Securities of the Issuer.
(a) (1) SGI directly owns (i) options, expiring in June 2001, to
purchase 400,000 shares of Common Stock for $3.875 per share and (ii) warrants,
expiring December 31, 2001, to purchase 180,000 shares of Common Stock for $4.50
per share. Accordingly, SGI beneficially owns an aggregate of 580,000 shares, or
approximately 9.25%, of the Issuer's outstanding shares of Common Stock.
(2) Cooper directly owns 11,000 shares of Common Stock.
Altschuler directly owns publicly-traded warrants to purchase 39,500 shares of
Common Stock.
(b) Upon exercise of the options and warrants to purchase an aggregate of
580,000 shares of Common Stock, SGI will have sole voting and dispositive powers
over such shares. Because Cooper and Altschuler each own 50% of the Common Stock
of SGI, each of them shares voting and dispositive powers with respect to the
shares of Common Stock held by SGI and may be deemed to beneficially own all of
the shares held by SGI.
(c) The following transactions required the filing of this Schedule 13D:
(1) On June 4, 1996, SGI entered into a consulting agreement
with the Issuer, pursuant to which, in consideration for rendering investor
relations services, the Issuer agreed to grant SGI options, expiring in June
2001, to purchase 400,000 shares of Common Stock for $3.875 per share.
(2) On November 20, 1996, the Issuer granted to SGI warrants,
expiring December 31, 2001, to purchase 180,000 shares of Common Stock for $4.50
per share as partial compensation for SGI rendering investor relations services
to the Issuer.
Page 6 of 11
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(3) On April 18, 1997, Cooper purchased 5,000 shares of Common
Stock in the open market for $4.00 per share. On April 30, 1997, Cooper
purchased 6,000 shares of Common Stock in the open market for $4.125 per share.
(4) On October 10, 1996 and November 14, 1996, Altschuler
purchased warrants to purchase 13,500 and 10,000 shares of Common Stock,
respectively, in the open market for $0.50 per warrant. On April 18, 1997, April
22, 1997 and May 2, 1997, Altschuler purchased warrants to purchase 6,000, 5,000
and 5,000 shares of Common Stock, respectively, in the open market for $0.625
per warrant.
(d) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect
to Securities of Issuer.
On June 4, 1996, SGI entered into a consulting agreement with the
Issuer, pursuant to which, in consideration for rendering investor relations
services, the Issuer agreed to grant SGI options, expiring in June 2001, to
purchase 400,000 shares of Common Stock for $3.875 per share. The options have
piggyback registration rights for one year with respect to shares underlying the
options and demand registration rights for one year thereafter.
On November 20, 1996, the Issuer granted to SGI warrants, expiring
December 31, 2001, to purchase 180,000 shares of Common Stock for $4.50 per
share as partial compensation for SGI rendering investor relations services to
the Issuer. The warrants provide for piggyback registration rights for two years
with respect to the warrants and the underlying shares.
Item 7. Materials to be Filed as Exhibits.
Exhibit 10.1 Consulting Agreement between SGI and the Issuer, dated June 4,
1996.
Exhibit 99.1 Joint Filing Agreement, dated June 27, 1997, by and among SGI,
Cooper and Altschuler
Page 7 of 11
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: June 27, 1997
STRATEGIC GROWTH INTERNATIONAL, INC.
By: /s/ Richard Cooper
--------------------------
Richard Cooper, Chairman
/s/ Richard Cooper
--------------------------
RICHARD COOPER
/s/ Stanley Altschuler
--------------------------
STANLEY ALTSCHULER
Page 8 of 11
<PAGE>
EXHIBIT 10.1
June 4, 1996
Mr. Herbert Pearlman
Chairman
UNAPIX ENTERTAINMENT, INC.
200 Madison Avenue, 24th Floor
New York, NY 10016
Dear Mr. Pearlman:
This letter is to confirm and summarize the agreement under which Strategic
Growth International will serve as Investor Relations Consultant to Unapix
Entertainment, Inc. (the "Company").
DUTIES:
As Investor Relations Consultant, we will:
a) Consult with the management of the Company on Investor Relations
aspects of shareholder communications, including how to arrange
and conduct meetings with the professional investment community
and investor groups; how to communicate the corporate message to
specified audiences, and how to enhance relations with security
analysts and the financial press.
b) Help develop and implement a comprehensive Investor Relations
program. Each plan will be designed to achieve results-oriented
quantified goals and objectives.
c) Provide professional staff services as may be reasonably required
to help the Company carry out its programs and objectives.
The scope of SGI's services shall not include any consulting activities related
to or regarding the raising of funds, including warrant conversions or private
placements. Such activities shall be subject to a separate agreement.
LIABILITY:
The Company agrees to indemnify and hold harmless SGI from and against any and
all losses, claims, damages, expenses or liabilities which SGI may incur based
upon information, representations, reports or data furnished by the Company to
the extent that such material is furnished, prepared or approved by Unapix
Entertainment, Inc. for use by SGI.
OUT OF POCKET EXPENSES:
The Company will reimburse SGI for all reasonable out-of-pocket disbursements,
including travel expenses, made in the performance of its duties under this
agreement. Items, such as luncheons with
Page 9 of 11
<PAGE>
the professional investment community, graphic design and printing, postage,
long distance telephone calls, etc., will be billed as incurred.
RECORDS AND RECORD KEEPING:
SGI will maintain accurate records of all out-of-pocket expenditures incurred on
behalf of the Company. Authorization for projects and operating activities will
be obtained in advance before commitments are made.
TERMS OF PAYMENT:
Billings will be done monthly for the coming month. Expenses and charges will be
included in the following month's bill. Payment is due within ten (10) days upon
receipt of invoice.
SERVICE FEES:
The Company will pay SGI a monthly retainer fee of $8,000 for services under
this agreement. The monthly retainer shall commence on June 4, 1996.
In addition, immediately upon execution of this agreement, the Company will
issue 400,000 options on the Company's outstanding shares. Such options shall be
exercisable at $37/8. Such options will be of a five year duration, and will
have piggy-back registration rights for one year with respect to shares
underlying the options with demand registration rights after one year, and will
be subject to non-dilution provisions and may be transferred in whole or in part
to one or more officers of the Company.
The Company shall have the right to rescind 100,000 of such options on June 4,
1997 if the Company was not successful in converting all B Warrants exercisable
at $4.50.
TERMS OF AGREEMENT:
This agreement is to extend from June 4, 1996 for one year.
This agreement shall be governed by and subject to the jurisdiction of and law
of New York State.
Please confirm agreement to the above by endorsing all three (3) copies and
returning two (2) copies to SGI.
AGREED TO AND ACCEPTED BY:
/s/ Herbert Pearlman /s/ Stanley Altschuler
- --------------------------- ------------------------------------
Unapix Entertainment, Inc. Strategic Growth International, Inc.
Page 10 of 11
<PAGE>
EXHIBIT 99.1
AGREEMENT
This will confirm the agreement by and among the undersigned that the
Schedule 13D, dated June 27, 1997, with respect to the undersigned's ownership
of Common Stock of Unapix Entertainment, Inc. is filed on behalf of each of the
undersigned.
STRATEGIC GROWTH INTERNATIONAL, INC.
By: /s/ Richard Cooper
---------------------------------
Richard Cooper, Chairman
/s/ Richard Cooper
---------------------------------
RICHARD COOPER
/s/ Stanley Altschuler
---------------------------------
STANLEY ALTSCHULER
Page 11 of 11
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