UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PAPERCLIP IMAGING SOFTWARE, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
0006988211
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(CUSIP Number)
James W. Giddens, solely in his with a copy James B. Kobak, Jr.
capacity as trustee for the to: Hughes Hubbard & Reed LLP
liquidation of the business of One Battery Park Plaza
A.R. Baron & Co., Inc. New York, New York 10004-1482
P.O. Box 359 212-837-6000
Bowling Green Station
New York, New York 10274
212-425-3005
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 16, 1997
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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 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 of less of such class.)
(See Rule 13d-7.)
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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>
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CUSIP NO. 0006988211 13D PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James W. Giddens, solely in his capacity as trustee under the
Securities Investor Protection Act pursuant to the court order
described herein.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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 of America
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7 SOLE VOTING POWER
1,252,840 Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 Shares
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,252,840 Shares
WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,840 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 amends and supplements the Schedule 13D filed on August 27,
1996 (the "Schedule 13D") by James W. Giddens, solely in his capacity as trustee
under SIPA, with respect to the Common Stock of the Issuer. All capitalized
terms used in this Amendment and not otherwise defined herein have the meaning
set forth in the Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) The Trustee believes that, for the purposes of Rule 13d-3(a) under the
Act, as of June 4, 1999, he was the beneficial owner of 1,252,840
shares of Common Stock (the "Shares"), of which 362,800 are Shares
underlying currently exerciseable Redeemable Class A Purchase Warrants
of the Issuer. The Shares represent approximately 15.5% of the total
outstanding shares of Common Stock (based on the Issuer's most
recently available filing with the Securities and Exchange
Commission).
(b) The Trustee believes that he has the sole power to vote and direct the
vote, and the sole power to dispose or direct the disposition, of the
Shares.
(c) Since the filing of the Schedule 13D on August 27, 1996, with respect
to the Common Stock, the Trustee has effected the following
dispositions which he believes cumulatively may a constitute material
change in beneficial ownership under Rule 13d-2(a):
i. On September 17, 1997, the Trustee sold 5,000 shares of
Common Stock for $.15 per share in an open market
transaction.
ii. On September 19, 1997, the Trustee sold 5,000 shares of
Common Stock for $.14 per share in an open market
transaction.
iii. On September 23, 1997, the Trustee sold 5,000 shares of
Common Stock for $.14 per share in an open market
transaction.
iv. On September 26, 1997, the Trustee sold 10,000 shares of
Common Stock for $.14 per share in an open market
transaction.
v. On October 1, 1997, the Trustee sold 5,000 shares of Common
Stock for $.15 per share in an open market transaction.
vi. On October 2, 1997, the Trustee sold 10,000 shares of Common
Stock for $.15 per share in an open market transaction.
vii. On October 10, 1997, the Trustee sold 10,000 shares of
Common Stock for $.15 per share in an open market
transaction.
viii. On October 14, 1997, the Trustee transferred 15,200 shares
of Common Stock to satisfy a claim by a creditor pursuant to
the Order.
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ix. On October 14, 1997, the Trustee sold 10,000 shares of
Common Stock for $.15 per share in an open market
transaction.
x. On October 16, 1997, the Trustee transferred 23,900 shares
of Common Stock to satisfy a claim by a creditor.
xi. On October 20, 1997, the Trustee sold 10,000 shares of
Common Stock for $.16 per share in an open market
transaction.
xii. On January 15, 1999, the Trustee sold 25,000 shares of
Common Stock for $.20 per share in an open market
transaction.
xiii. On January 30, 1998, the Trustee transferred 85,000 shares
of Common Stock to satisfy a claim by a creditor pursuant to
the Order.
xiv. On March 4, 1998, the Trustee transferred 600 shares of
Common Stock to satisfy a claim by a creditor pursuant to
the Order.
xv. On May 27, 1998, the Trustee sold 10,000 shares of Common
Stock for $.19 per share in an open market transaction.
xvi. On May 28, 1998, the Trustee sold 10,000 shares of Common
Stock for $.1875 per share in an open market transaction.
xvii On January 15, 1999, the Trustee sold 10,000 shares of
Common Stock for $.25 per share in an open market
transaction.
xviii. OnJanuary 19, 1999, the Trustee sold 25,000 shares of Common
Stock for $.12 per share in an open market transaction.
xix. On January 19, 1999, the Trustee sold 25,000 shares of
Common Stock for $.14 per share in an open market
transaction.
xx. On January 25, 1999, the Trustee sold 15,000 shares of
Common Stock for $.10 per share in an open market
transaction.
xxi. On February 11, 1999, the Trustee sold 25,000 shares of
Common Stock for $.11 per share in an open market
transaction.
xxii. On February 11, 1999, the Trustee sold 25,000 shares of
Common Stock for $.12 per share in an open market
transaction.
xxiii. On February 12, 1999, the Trustee sold 25,000 shares of
Common Stock for $.12 per share in an open market
transaction.
xxiv. On February 16, 1999, the Trustee sold 20,000 shares of
Common Stock for $.13 per share in an open market
transaction.
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xxv. On February 18, 1999, the Trustee sold 25,000 shares of
Common Stock for $.15 per share in an open market
transaction.
xxvi. On February 22, 1999, the Trustee sold 40,000 shares of
Common Stock for $.26 per share in an open market
transaction.
xxvii. On February 22, 1999, the Trustee sold 50,000 shares of
Common Stock for $.205 per share in an open market
transaction.
xxviii. On February 26, 1999, the Trustee sold 15,000 shares of
Common Stock for $.28 per share in an open market
transaction.
xxix. On March 1, 1999, the Trustee sold 15,000 shares of Common
Stock for $.28 per share in an open market transaction.
xxx. On March 4, 1999, the Trustee sold 30,000 shares of Common
Stock for $.305 per share in an open market transaction.
xxxi. On March 4, 1999, the Trustee sold 5,000 shares of Common
Stock for $.35 per share in an open market transaction.
xxxii. On March 5, 1999, the Trustee sold 15,000 shares of Common
Stock for $.34 per share in an open market transaction.
xxxiii. On March 8, 1999, the Trustee sold 25,000 shares of Common
Stock for $.34 per share in an open market transaction.
xxxiv. OnMarch 10, 1999, the Trustee sold 20,000 shares of Common
Stock for $.34 per share in an open market transaction.
xxxv. On March 25, 1999, the Trustee sold 25,000 shares of Common
Stock for $.308 per share in an open market transaction.
xxxvi. On April 6, 1999, the Trustee sold 25,000 shares of Common
Stock for $.21 per share in an open market transaction.
xxxvii. On April 21, 1999, the Trustee sold 12,500 shares of Common
Stock for $.21 per share in an open market transaction.
xxxviii.On April 21, 1999, the Trustee sold 12,500 shares of Common
Stock for $.21 per share in an open market transaction.
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SIGNATURES
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: June 4, 1999
By: /S/ JAMES W. GIDDENS
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James W. Giddens, solely as trustee
pursuant to a court order dated
July 11, 1996
