-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MD4CljMwGyQ1ApfDvWvLjg/ovAjtAFK4ZTUL8WOlkDVp+zp7i4TPFsQ7MpuJ+xMJ RZRmWc+CYBM9Qubythg3yA== 0000950117-97-001181.txt : 19970718 0000950117-97-001181.hdr.sgml : 19970718 ACCESSION NUMBER: 0000950117-97-001181 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970717 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARKETING SERVICES GROUP INC CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-05829 FILM NUMBER: 97641765 BUSINESS ADDRESS: STREET 1: 400 CORPORATE POINTE STREET 2: STE 780 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 3103422800 MAIL ADDRESS: STREET 1: 400 CORPORATE POINTE SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90280 FORMER COMPANY: FORMER CONFORMED NAME: ALL-COMM MEDIA CORP DATE OF NAME CHANGE: 19950823 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS TECH INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL HOLDINGS INC DATE OF NAME CHANGE: 19920518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARBERA JEREMY CENTRAL INDEX KEY: 0001025621 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 130500328 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MARKETING SERVICE GROUP STREET 2: 333 7TH AVE 20TH FL CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2125947688 MAIL ADDRESS: STREET 1: C/O MARKETING SERVICES GROUP INC STREET 2: 333 SEVENTH AVE 20TH FL CITY: NEW YORK STATE: NY ZIP: 10001 SC 13D/A 1 JEREMY BARBERA 13D, AM#1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* MARKETING SERVICES GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 570907105 - -------------------------------------------------------------------------------- (CUSIP Number) ALAN I. ANNEX, ESQ. CAMHY KARLINSKY & STEIN LLP 1740 BROADWAY, 16TH FLOOR NEW YORK, NEW YORK 10019-4315 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 11, 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 [_] Check the following box if a fee is being paid with this statement [_]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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). SCHEDULE 13D - --------------------------------------- --------------------------------------- CUSIP NO. 570907105 - --------------------------------------- --------------------------------------- - ------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 Jeremy Barbera - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [_] (B) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 7 BENEFICIALLY 3,800,758 OWNED BY ------------------------------------- EACH REPORTING 8 SHARED VOTING POWER PERSON WITH ------------------------------------- 9 SOLE DISPOSITIVE POWER 1,683,258 ------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON 11 3,800,758 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 30.5% - ------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 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 2 of 4 Pages This statement constitutes Amendment No. 1 to the statement on Schedule 13D filed with the Securities and Exchange Commission on October 21, 1996 (the "Original Statement"), of Jeremy Barbera. All defined terms hereunder have the meanings set forth in the Original Statement. This Amendment No. 1 reflects certain material changes in the information set forth in the Original Statement, as follows: ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, par value $.01 per share, of Marketing Services Group, Inc. ("MSGI"), whose principal executive offices are located at 333 Seventh Avenue, New York, New York 10001. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed by Jeremy Barbera. (b) Mr. Barbera's business address is c/o Marketing Services Group, Inc. Corporation, 333 Seventh Avenue, New York, New York 10001. (c) Mr. Barbera serves as Chairman and Chief Executive Officer and performs such services at MSGI's offices at 333 Seventh Avenue, New York, New York. (d) During the preceding five years, Mr. Barbera has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the preceding five years, Mr. Barbera has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and (f) Mr. Barbera is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The consideration for Mr. Barbera's acquisition of beneficial ownership of 150,000 shares of MSGI common stock (the "MSGI shares") consists of 100% of Mr. Barbera's shares of Pegasus common stock. Mr. Barbera acquired the MSGI Shares pursuant to the Agreement and Plan of Merger effective as of July 1, 1997 (the "Merger Agreement"), by and between MSGI, Pegasus Internet, Inc. ("Pegasus"), PII Merger Corp ("PII"), Robert Bourne, Jeremy Barbera, Robert K. Bourne and Kathleen R. Bourne. The Merger Agreement contemplates, among other things, that (i) PII and Pegasus merge, (ii) the surviving company remain as a wholly owned subsidiary of MSGI (the "Merger") and (iii) the shareholders of Pegasus exchange their shares of Pegasus common stock for shares of MSGI common stock. The transactions contemplated by the Merger Agreement were consummated on July 11, 1997. ITEM 4. PURPOSE OF TRANSACTION This filing is being made pursuant to the following transactions: (1) Options to acquire 333,334 shares of common stock vested with Mr. Barbera on May 27, 1997 pursuant to the terms of his employment agreement. (2) In March of 1997, in order to obtain $2.1 million in working capital and reduce overhang, MSGI accepted offers from certain warrant holders to exercise warrants for 3,152,500 shares of common stock at discounted exercise prices. On June 17, 1997, as agreed by the parties, Mr. Barbera received an irrevocable voting proxy from three shareholders permitting him to vote 2,117,500 shares of the common stock of MSGI until December 17, 1998. (3) The purposes of the Merger are to permit MSGI to acquire ownership of Pegasus and to permit the former shareholders of Pegasus to acquire shares of MSGI, a publicly-held company, and participate in the business and future prospects of MSGI, including those of its consolidated subsidiaries. Mr. Barbera has acquired the MSGI Shares for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Jeremy Barbera beneficially owns 3,800,758 shares, or 30.5% of MSGI's outstanding common stock (based upon 12,026,764 shares of MSGI common stock outstanding on July 11, 1997) of which (i) 1,238,400 shares are owned by Mr. Barbera, (ii) 111,524 shares are issuable to Mr. Barbera in the event of conversion into common stock of an MSGI promissory note, (iii) options to acquire 333,334 shares of common Page 3 of 4 Pages stock have been issued to Mr. Barbera under his employment agreement and (iv) 2,117,500 shares may be voted by Mr. Barbera until December 17, 1998. (b) Mr. Barbera has the sole right to vote, direct the vote of 3,800,758 shares of which he has the right to dispose of and/or direct the disposition of 1,683,258 shares. (c) Mr. Barbera has effected no transactions in MSGI's securities during the preceding 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the MSGI shares which are the subject of this statement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (a) Form of Irrevocable Voting Proxy. 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. - ---------------------------- ------------------------------ Date Signature ------------------------------ Name/Title Page 4 of 4 Pages EX-99 2 EXHIBIT (A) IRREVOCABLE PROXY ----------------- The undersigned, a stockholder of All-Comm Media Corporation, a Nevada corporation (the "Company"), hereby appoints J. Jeremy Barbera as proxy and attorney-in-fact, with right of substitution, and hereby authorizes him to represent and vote in his discretion all of the shares of common stock of the Company owned by the undersigned (the "Shares") at all shareholders meetings, or any adjournment or adjournments thereof. The undersigned further agrees that to the extent the undersigned transfers the Shares by means other than the sale into the open market through a registered broker-dealer that the undersigned will cause such purchaser to become a party to a proxy in favor of Mr. Barbera. Nothing in this proxy shall prohibit the undersigned from selling the Shares into the open market through a registered broker-dealer. This proxy shall remain in full force and effect for a period of eighteen (18) months from the date hereof. This proxy shall be governed by and construed in accordance with the laws with the State of New York. Dated: June 17, 1997 --------------------------------- --------------------------------- Number of Shares of Common Stock held by such Stockholder -----END PRIVACY-ENHANCED MESSAGE-----