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OMB APPROVAL
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OMB Number: 3235-0145
UNITED STATES Expires: October 31, 1997
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
Washington, D.C. 20549 hours per form ....14.90
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )*
UNITY FIRST ACQUISITION CORP.
(Name of Issuer)
Common Stock, $.0001 par value
(Title Class of Securities)
912908 10 0
(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)
November 12, 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 |_|.
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).
(Continued on following pages)
Page 1 of 6 pages
SEC 1746(12-91)
<PAGE>
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CUSIP No. 912908 10 0 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Imperial International Group, Inc.
11-2665232
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF (see Item 3)
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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
New York
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7 SOLE VOTING POWER
175,000 shares
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
175,000 shares
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,000 shares (See Item 5(a))
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.33%
- --------------------------------------------------------------------------------
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.
SEC 1746(12-91)
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D
relates is the common stock, $.0001 par value (the "Common Stock"), of Unity
First Acquisition Corp. (the "Issuer"), a Delaware corporation, whose principal
executive offices are located at 245 Fifth Avenue, Suite 1500, New York, New
York 10016.
The percentage of beneficial ownership reflected in this
Schedule 13D is based upon 1,875,000 shares of Common Stock outstanding on
November 12, 1996, which number has been obtained from the Issuer's final
prospectus, dated November 12, 1996, relating to its initial public offering.
Item 2. Identity and Background.
(a) Name: This Schedule 13D is filed on behalf of The Imperial International
Group, Inc. ("Imperial").
(b) Place of Organization: New York.
(c) Business Address: Imperial's business address is 6 Trusdale Drive, Old
Westbury, New York 11568.
(d) Principal Business: Imperial is a consulting company that was formed for the
purpose of making debt, equity and hybrid investments in both privately and
publicly held companies.
(e) During the last five years, no executive officer or director of Imperial has
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
(f) During the last five years, neither Imperial nor any of its executive
officers or directors has 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 Imperial or 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.
Imperial acquired securities of the Issuer for an aggregate
purchase price of $1,050,000 with funds contributed and/or loaned to it by Mr.
David Thalheim, the President of Imperial and its sole director and stockholder.
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Item 4. Purpose of Transactions.
The securities reported hereunder have been acquired by
Imperial in order to obtain an equity position in the Issuer for investment
purposes. Depending upon market conditions and other factors that Imperial may
deem material to investment decisions, it may acquire additional securities of
the Issuer in the open market, in private transactions or by any other
permissible means. Imperial has 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) On November 12, 1996, the Issuer issued an aggregate of 1,250,000 units
("Units") in connection with its initial public offering, of which Imperial
purchased 175,000 Units for $1,050,000. Each Unit consists of one share of
Common Stock, one Class A Redeemable Common Stock Purchase Warrant ("Class A
Warrant") and one Class B Redeemable Common Stock Purchase Warrant ("Class B
Warrant" and, together with the Class A Warrants, the "Warrants"). One Class A
Warrant and one Class B Warrant each entitle the holder thereof to purchase one
share of Common Stock at exercise prices of $5.50 and $7.50, respectively. The
Warrants do not become exercisable until the later of the completion by the
Issuer of a Business Combination (as defined in the Issuer's final prospectus
dated November 12, 1996) or November 12, 1997 and the Warrants expire on
November 12, 2002. Accordingly, Imperial beneficially owns 175,000 shares, or
9.33%, of the Issuer's outstanding Common Stock.
(b) Imperial has sole voting and dispositive powers over all 175,000 shares of
Common Stock of the Issuer which it beneficially owns.
(c) See Item 5(a), above.
4 of 6
<PAGE>
Item 6. Contracts, Agreements, Understandings or
Relationships with Respect to Securities of Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
5 of 6
<PAGE>
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.
Dated: November 18, 1996 THE IMPERIAL INTERNATIONAL GROUP, INC.
By: /s/ David Thalheim
David Thalheim, President
6 of 6
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